UNITED STATES









UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 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): May 21, 2013


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 Stericycle, Inc.

(Exact name of registrant as specified in its charter)


 

 Delaware

 0-21229

 36-3640402

  (State or other jurisdiction of incorporation)

 (Commission File Number)

 (IRS Employer Identification Number)



 28161 North Keith Drive

 Lake Forest, Illinois 60045

(Address of principal executive offices including zip code)


 (847) 367-5910

(Registrant's telephone number, including area code)


 Not Applicable

(Former name or former address, if changed since last report)











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:


[    ]

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


[    ]

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


[    ]

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


[    ]

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.


We held our 2013 Annual Meeting of Stockholders on May 21, 2013, at the DoubleTree Hotel Chicago O’Hare Airport-Rosemont, Rosemont, Illinois 60018.


At the meeting, stockholders voted on the following matters:


(1)

the election to the Board of the 10 nominees for director named in the proxy statement for the annual meeting;


(2)

approval of an amendment to the Company’s Employee Stock Purchase Plan increasing the number of shares available for issuance from 600,000 shares to 900,000 shares;


(3)

ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2013;


(4)

a non-binding advisory resolution to approve the compensation of our named executive officers as disclosed in the proxy statement (the “say-on-pay” vote); and


(5)

a stockholder proposal requiring executives to hold equity awards until retirement or terminating employment with the Company.


The results of this voting were as follows:


Election of Directors

 

For

 

 

Against

 

Abstain

 

 

Broker Non-Vote

Mark C. Miller

67,358,848

 

 

1,523,682

 

58,240

 

 

6,357,517

Jack W. Schuler

61,705,906

 

 

7,175,462

 

59,402

 

 

6,357,517

Charles A. Alutto

67,670,260

 

 

1,209,443

 

61,067

 

 

6,357,517

Thomas D. Brown

67,903,618

 

 

977,093

 

60,059

 

 

6,357,517

Rod F. Dammeyer

66,879,285

 

 

2,000,906

 

60,579

 

 

6,357,517

William K. Hall

67,494,130

 

 

1,386,267

 

60,373

 

 

6,357,517

Jonathan T. Lord, M.D.

66,825,125

 

 

2,056,398

 

59,247

 

 

6,357,517

John Patience

66,999,305

 

 

1,882,060

 

59,405

 

 

6,357,517

Ronald G. Spaeth

67,095,134

 

 

1,784,378

 

61,258

 

 

6,357,517

Mike S. Zafirovski

67,981,384

 

 

896,443

 

62,943

 

 

6,357,517



Approval of Amendment to Employee Stock Purchase Plan

 

For

 

 

Against

 

Abstain

 

 

Broker Non-Vote

 

68,015,538

 

 

859,959

 

65,273

 

 

6,357,517



Ratification of Appointment of Ernst & Young LLP

 

For

 

 

Against

 

Abstain

 

 

Broker Non-Vote

 

74,052,455

 

 

1,205,552

 

40,280

 

 

--





Advisory Vote on Executive Compensation

 

For

 

 

Against

 

Abstain

 

 

Broker Non-Vote

 

66,867,315

 

 

1,924,673

 

148,782

 

 

6,357,517



Stockholder Proposal on Equity Retention Policy

 

For

 

 

Against

 

Abstain

 

 

Broker Non-Vote

 

14,695,861

 

 

54,076,074

 

168,835

 

 

6,357,517








 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 thereunto duly authorized.


 

 

 Dated: May 24, 2013

 Stericycle, Inc.


 

 

 

 

By: 

 /s/ Frank J.M. ten Brink

 

 

 




 

 Frank J.M. ten Brink

 

 Executive Vice President and Chief Financial Officer