Item 2.02 Results of Operations and Financial Conditions.
OnAugust 3, 2020 ,STERIS plc (the "Company") issued a press release announcing financial results for the three month period endedJune 30, 2020 . A copy of this press release is attached hereto as Exhibit 99.1. The information contained in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished to theSecurities 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 2.02 of this Current Report on Form 8-K 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers The Company's Board of Directors increased the number of Directors currently serving from eight to nine members onJuly 28, 2020 , and appointedChristopher Holland to serve as Director effective as of that date.Mr. Holland most recently served as Senior Vice President and Chief Financial Officer atC.R. Bard prior to its 2017 acquisition by Becton, Dickinson and Company. PreviouslyMr. Holland served as Senior Vice President of Finance and Treasurer at Aramark, and spent fifteen years at JPMorgan Chase & Co., ultimately in the role of Vice President and Medical Device Sector Head, Investment Banking.Mr. Holland also serves on the Board of Jabil Inc. and is a member of its Audit and Cybersecurity Committees.Mr. Holland will serve on the Audit and theCompensation and Organization Development Committees of the Company's Board.Mr. Holland will receive the$290,000 annual retainer fee payable to all Company Directors (other than the Chairman) later in August. This fee will be payable partially in cash and partially in career restricted stock units. Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Company's 2020 Annual General Meeting of Shareholders ("Meeting") held on
one-year term, and the results of the vote were as follows: Nominee Votes for Votes against Abstentions Broker non-votes Richard C. Breeden 71,608,671 2,671,457 91,835 2,628,272 Cynthia L. Feldmann 71,572,080 2,623,058 176,825 2,628,272 Dr. Jacqueline B. Kosecoff 70,065,987 4,204,647 101,329 2,628,272 David B. Lewis 72,829,020 1,379,813 163,130 2,628,272 Walter M Rosebrough, Jr. 73,358,621 810,340 203,002 2,628,272 Dr. Nirav R. Shah 74,075,199 125,741 171,023 2,628,272 Dr. Mohsen M. Sohi 71,188,170 3,077,866 105,927 2,628,272 Dr. Richard M. Steeves 71,928,068 2,252,492 191,403 2,628,272
2. The results of a proposal to ratify the appointment of
Company's independent registered public accounting firm for the year ending
Votes for 73,609,583 Votes against 3,324,252 Abstentions 66,400
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3. The results of a proposal to appoint Ernst & Young Chartered Accountants as the Company's statutory auditor under Irish law to hold office until the conclusion of the Company's next Annual General Meeting were as follows: Votes for 73,961,863 Votes against 2,977,159 Abstentions 61,213 4. The results of a proposal to authorize the Directors of the Company or the Audit Committee to determine the remuneration of Ernst & Young Chartered Accountants as the Company's statutory auditor under Irish law were as follows: Votes for 76,765,742 Votes against 179,776 Abstentions 54,717 5. The results of a proposal to approve, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed pursuant to the disclosure rules of theSecurities and Exchange Commission , including the Compensation Discussion and Analysis and the tabular and narrative disclosure contained in the Company's proxy statement datedJune 12, 2020 , were as follows: Votes for 71,550,687 Votes against 2,713,406 Abstentions 107,870 Broker non-votes 2,628,272
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit No. Description 99.1 Press Release issued bySTERIS plc onAugust 3, 2020 announcing financial results for the three month period endedJune 30, 2020 and appointment of new Director. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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