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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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Emerging growth company
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
The Board of Directors (the “Board”) of STERIS plc (the “Company”) increased its size from ten to eleven members on May 5, 2021, and appointed Paul E. Martin to serve as Director effective as of that date.
Mr. Martin, age 63, most recently served as the Senior Vice President and Chief Information Officer of Baxter International, from January 1, 2011 to October 2020. He is a member of the Board of Directors of Unisys Corporation, Ping Identity Holding Corp. and Owens Corning, a member of the Audit and Finance Committee of Unisys Corporation and chair of its Security and Risk Committee, a member of the Audit and Finance Committees of Owens Corning, and a member of the Audit Committee of Ping Identity.
Mr. Martin will receive a prorated fee of $72,500 for the remainder of the Board’s 2020-21 term of office, which will be payable in career restricted stock units granted in conjunction with the Company’s Non-Employee Director Compensation Program. Mr. Martin will be eligible for the same indemnification program as the other members of the Board.
On May 5, 2021, David Lewis advised the Board that he was retiring as a Board member on July 29, 2021, upon the holding of the Company’s annual general meeting of shareholders. As previously announced, Walter Rosebrough, Jr. also will cease to serve as a Director at that time, with Daniel Carestio remaining as a Board member. Immediately following the annual general meeting, the Board is expected to decrease the number of Board seats from eleven to nine.
| Item 7.01 | Regulation FD Disclosure |
On May 11, 2021, the Company issued a press release announcing the changes to the Board. The press release is attached hereto as Exhibit 99.1.
The information contained in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being furnished to the Securities and Exchange Commission and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. Furthermore, the information contained in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. |
Description | |
| 99.1 | Press release issued by STERIS plc on May 11, 2021 announcing the appointment of new Director and a change in Board size | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
STERIS plc
| By | /s/ J. Adam Zangerle | |
| Name: | J. Adam Zangerle | |
| Title: | Senior Vice President, General Counsel & Company Secretary | |
| Dated: | May 11, 2021 | |
