IE true 0001757898 0001757898 2023-07-27 2023-07-27 0001757898 us-gaap:CommonStockMember 2023-07-27 2023-07-27 0001757898 ste:M2.700SeniorNotesDue2031Member 2023-07-27 2023-07-27 0001757898 ste:M3.750SeniorNotesDue2051Member 2023-07-27 2023-07-27

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 27, 2023

 

 

STERIS plc

(Exact Name of Registrant as Specified in Charter)

 

 

 

Ireland   001-38848   98-1455064

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

70 Sir John Rogerson’s Quay

Dublin 2, Ireland

(Address of Principal Executive Offices)

+353 1 232 2000

(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 CFR 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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Ordinary Shares. $0.001 par value   STE   New York Stock Exchange
2.700% Senior Notes due 2031   STE/31   New York Stock Exchange
3.750% Senior Notes due 2051   ST/51   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Explanatory Note

This Current Report on Form 8-K/A (this “Amendment”) is being filed as an amendment to the Current Report on Form 8-K filed by STERIS plc (the “Company”) on July 27, 2023 (the “Original Form 8-K”). The Original Form 8-K was filed with the U.S. Securities and Exchange Commission (the “SEC”) to report the results of the matters submitted to a vote of the shareholders at the 2023 Annual General Meeting of Shareholders held on July 27, 2023 (the “Meeting”). The sole purpose of this Amendment is to update disclosures made under Item 5.07, Submission of Matters to a Vote of Security Holders, in the Original Form 8-K. Except as set forth herein, no other modifications have been made to the Original Form 8-K.

 

ITEM 5.07.

Submission of Matters to a Vote of Security Holders.

As previously disclosed in the Original Form 8-K, at the Meeting, in a non-binding advisory vote on the frequency of the advisory vote on the compensation paid to the Company’s named executive officers (“say-on-pay”), the Company’s shareholders voted in favor of holding say-on-pay votes every year. In accordance with this result and its previous recommendation (as set forth in the definitive proxy statement for the Meeting filed with the SEC on June 7, 2023), the board of directors of the Company (the “Board”) determined that the Company will hold future advisory say-on-pay votes on named executive officer compensation on an annual basis until the next required vote on the frequency of such say-on-pay votes or until the Board determines that it is in the best interest of the Company to hold such vote with a different frequency.

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.

 

STERIS plc
By  

/s/ J. Adam Zangerle

  J. Adam Zangerle
  Senior Vice President, General Counsel and Company Secretary

Dated: November 7, 2023

v3.23.3
Document and Entity Information
Jul. 27, 2023
Document And Entity Information [Line Items]  
Entity Address, Country IE
Amendment Flag true
Entity Central Index Key 0001757898
Document Type 8-K/A
Document Period End Date Jul. 27, 2023
Entity Registrant Name STERIS plc
Entity Incorporation State Country Code L2
Entity File Number 001-38848
Entity Tax Identification Number 98-1455064
Entity Address, Address Line One 70 Sir John Rogerson’s Quay
Entity Address, City or Town Dublin 2
City Area Code 353
Local Phone Number 1 232 2000
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Description This Current Report on Form 8-K/A (this “Amendment”) is being filed as an amendment to the Current Report on Form 8-K filed by STERIS plc (the “Company”) on July 27, 2023 (the “Original Form 8-K”). The Original Form 8-K was filed with the U.S. Securities and Exchange Commission (the “SEC”) to report the results of the matters submitted to a vote of the shareholders at the 2023 Annual General Meeting of Shareholders held on July 27, 2023 (the “Meeting”). The sole purpose of this Amendment is to update disclosures made under Item 5.07, Submission of Matters to a Vote of Security Holders, in the Original Form 8-K. Except as set forth herein, no other modifications have been made to the Original Form 8-K.
Common Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Ordinary Shares. $0.001 par value
Trading Symbol STE
Security Exchange Name NYSE
M 2.700 Senior Notes Due 2031 [Member]  
Document And Entity Information [Line Items]  
Security 12b Title 2.700% Senior Notes due 2031
Trading Symbol STE/31
Security Exchange Name NYSE
M 3.750 Senior Notes Due 2051 [Member]  
Document And Entity Information [Line Items]  
Security 12b Title 3.750% Senior Notes due 2051
Trading Symbol ST/51
Security Exchange Name NYSE
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