UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): June 14, 2012

 

IRON MOUNTAIN INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

 

(617) 535-4766

(Registrant’s Telephone Number, Including Area Code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.07.             Submission of Matters to a Vote of Security Holders.

 

At the Annual Meeting of Stockholders of Iron Mountain Incorporated (the “Company”) held on June 14, 2012 (the “Annual Meeting”), the Company’s stockholders elected twelve directors, each for a one-year term of office to serve until the Company’s 2013 Annual Meeting of Stockholders, or until their successors are elected and qualified.  The nominated directors received the following votes:

 

Name		For		Against		Abstain		Broker Non-Vote
Ted R. Antenucci		146,168,787		534,004		290,035		9,572,665
Clarke H. Bailey		142,276,773		988,217		3,727,836		9,572,665
Kent P. Dauten		134,247,508		8,262,950		4,482,368		9,572,665
Paul F. Deninger		145,013,763		284,202		1,694,861		9,572,665
Per-Kristian Halvorsen		144,797,048		490,049		1,705,729		9,572,665
Michael W. Lamach		144,645,144		295,306		2,052,376		9,572,665
Arthur D. Little		134,442,107		8,278,853		4,271,866		9,572,665
Allan Z. Loren		144,744,703		511,531		1,736,592		9,572,665
C. Richard Reese		144,258,089		432,330		2,302,407		9,572,665
Vincent J. Ryan		143,455,283		700,951		2,836,592		9,572,665
Laurie A. Tucker		144,856,230		437,752		1,698,844		9,572,665
Alfred J. Verrecchia		136,131,248		8,189,322		2,672,256		9,572,665

 

The Company’s stockholders approved a nonbinding advisory resolution on the compensation paid to the Company’s executive officers as disclosed pursuant to Item 402 of Regulation S-K in the Company’s proxy statement dated April 30, 2012 relating to the Annual Meeting. This proposal received the following votes:

 

For		Against		Abstain		Broker Non-Vote
144,688,789		2,131,891		172,146		9,572,665

 

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012. This proposal received the following votes:

 

For		Against		Abstain		Broker Non-Vote
155,330,376		1,221,322		13,793		—

 

The results reported above are final voting results.

 

Item 8.01.             Other Events.

 

As previously reported, on March 23, 2011, the Company entered into a shareholder rights plan (the “Rights Plan”) with Mellon Investor Services LLC, pursuant to which the Company, among other things,

 

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issued one right (a “Right”) for each outstanding share of common stock, par value $0.01 per share, of the Company. By its terms, the Rights Plan provided that, among other things, the Rights will expire upon the close of business on the earliest to occur of (1) March 22, 2013, (2) the date on which the rights are redeemed or exchanged by the Company in accordance with the Rights Plan and (3) the date of the Annual Meeting if stockholder approval of the Rights Plan is not obtained at such meeting. In April 2012, the Board determined, after careful consideration, not to seek stockholder approval of the Rights Plan at the Annual Meeting. Consequently, pursuant to the terms of the Rights Plan, and without any further action, as of the date of the Annual Meeting, the right to exercise the Rights terminated, each Right is null and void and the Rights Plan expired.

 

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SIGNATURES

 

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.

 

 

	IRON MOUNTAIN INCORPORATED (Registrant)
	By:	/s/ Ernest W. Cloutier
	Name:	Ernest W. Cloutier
	Title:	Executive Vice President, General Counsel and Secretary

 

 

Date:  June 20, 2012

 

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