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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, 2014


[bo8k0514001.jpg]



 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 2014 Annual Meeting of Stockholders on May 21, 2014, at the Hilton Garden Inn Chicago O’Hare Airport, Des Plaines, Illinois 60018.


At the meeting, stockholders voted on the following matters:


(1)

the election to our Board of Directors of the nine nominees for director named in the proxy statement for the annual meeting;


(2)

approval of our 2014 Incentive Stock Plan, under which stock options, stock appreciation rights, shares of restricted stock and restricted stock units may be awarded for up to a total of 2,500,000 shares of our common stock;


(3)

ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2014;


(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);


(5)

a non-binding advisory resolution to recommend the frequency of a say-on-pay vote (every one, two or three years); and


(6)

approval of an amendment to our amended and restated certificate of incorporation to give stockholders the right to call a special meeting.


The results of this voting were as follows:


Election of Directors


For



Against


Abstain



Broker Non-Vote

Mark C. Miller

64,681,697



1,426,720


21,393



6,359,560

Jack W. Schuler

63,724,439



2,277,207


128,164



6,359,560

Charles A. Alutto

64,867,906



1,237,743


24,161



6,359,560

Thomas D. Brown

65,635,659



471,803


22,348



6,359,560

Thomas F. Chen

65,631,500



475,176


23,134



6,359,560

Rod F. Dammeyer

64,216,440



1,785,350


128,020



6,359,560

William K. Hall

65,567,210



470,157


92,443



6,359,560

John Patience

64,360,235



1,746,708


22,867



6,359,560

Mike S. Zafirovski

65,555,637



549,779


24,394



6,359,560



Approval of 2014 Incentive Stock Plan


For



Against


Abstain



Broker Non-Vote


60,622,059



5,448,747


59,004



6,359,560






Ratification of Appointment of Ernst & Young LLP


For



Against


Abstain



Broker Non-Vote


71,228,760



1,241,041


19,569



--



Say-on-Pay Vote


For



Against


Abstain



Broker Non-Vote


64,379,664



1,678,356


71,790



6,359,560



Frequency of Say-on-Pay Vote



1 Year



2 Years


3 Years



Abstain


58,711,169



1,351,046


5,840,702



226,893



Approval of Amendment to Certificate of Incorporation


For



Against


Abstain



Broker Non-Vote


65,692,383



411,620


25,807



6,359,560








 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 23, 2014

 Stericycle, Inc.


 

 

 

 

By: 

 /s/ Frank J.M. ten Brink

 

 

 





 

 Frank J.M. ten Brink

 

 Executive Vice President and Chief Financial Officer