DEF 14A

DEF 14A 1 d47044ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934


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☐	Soliciting Material Pursuant to § 240.14a-12
STERIS plc
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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LOGO

Proxy Statement
Notice of Annual Meeting of Shareholders
Tuesday, July 31, 2018
STERIS

STERIS plc

A public limited company incorporated in Ireland with company number 595593

Registered office: 70 Sir John Rogerson’s Quay

Dublin 2, Ireland

Directors: Richard C. Breeden (U.S.), Daniel A. Carestio (U.S.), Cynthia L. Feldman (U.S.), Christopher S. Holland (U.S.), Dr. Jacqueline B. Kosecoff (U.S.), David B. Lewis (U.S.), Paul E. Martin (U.S.), Walter M Rosebrough, Jr. (U.S.), Dr. Nirav R. Shah (U.S.), Dr. Mohsen M. Sohi (U.S.) and Dr. Richard M. Steeves (British & Canadian)

To Our Shareholders:

The 2021 Annual General Meeting (“Annual Meeting”) of Shareholders of STERIS plc will be held at 9:00 a.m. Eastern Daylight Saving Time (2:00 p.m. Dublin Time), on Thursday, July 29, 2021 at the Company’s U.S. headquarters at 5960 Heisley Road, Mentor, Ohio 44060, United States of America.

In accordance with Irish law, we are required to have a principal meeting place, which is a physical location where shareholders may attend the Annual Meeting in person and vote. Due to ongoing COVID-19 public health concerns and uncertainties related to governmental and private restrictions on travel, social distancing, and indoor gatherings, we will again conduct our Annual Meeting in Mentor, Ohio.

We continue to monitor COVID-19 developments and other circumstances. Should we determine that alternate Annual Meeting arrangements may be advisable or required, such as changing the date, time or location of the Annual Meeting, we will announce our decision by press release, post additional information at steris-ir.com, and make a public filing with the SEC. Regardless of whether you plan to attend in person, we also encourage shareholders to cast their votes prior to the Annual Meeting by one of the methods described in this Proxy Statement.

At the Annual Meeting, shareholders will be asked to vote on a number of matters described in the Notice of 2021 Annual Meeting of Shareholders, including the re-election of certain directors for terms expiring at the 2022 Annual Meeting. We urge our shareholders to vote “FOR” for all proposals presented to shareholders and described in the Notice of 2021 Annual Meeting of Shareholders.

The formal Notice of 2021 Annual Meeting of Shareholders and the Proxy Statement containing information relative to the Annual Meeting follow this letter. We urge you to read the Proxy Statement carefully and use one of the specified alternative methods of voting to assure that your shares will be voted at the 2021 Annual Meeting.

Please note that if you are a shareholder of record voting by proxy, your vote may not be counted unless it is received no later than 11:59 p.m. Eastern Daylight Saving Time on Wednesday, July 28, 2021 (4:59 a.m. Dublin Time on Thursday July 29, 2021).

Sincerely,



WALTER M ROSEBROUGH, JR.		MOHSEN M. SOHI
President and Chief Executive Officer		Chairman of the Board

STERIS plc

(A public limited company incorporated in Ireland with company number 595593)

NOTICE OF 2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS

To the Holders of Ordinary Shares of STERIS plc:

The 2021 Annual General Meeting (the “Annual Meeting”) of shareholders of STERIS plc (the “Company”) will be held on Thursday, July 29, 2021 at 9:00 a.m. Eastern Daylight Saving Time (2:00 p.m. Dublin Time) at the Company’s U.S. headquarters at 5960 Heisley Road, Mentor, Ohio 44060, United States of America. The Company is monitoring COVID-19 developments and other circumstances. Should we determine that alternative Annual Meeting arrangements may be advisable or required, such as changing the date, time or location of the Annual Meeting, we will announce our decision by press release, post additional information at steris-ir.com, and make a public filing with the SEC.

You are being asked to consider and vote on the resolutions described below at the Annual Meeting.

Shareholders of the Company will be asked to consider certain proposals that may not be familiar to them because, unlike many companies with shares traded on the New York Stock Exchange, we are incorporated under the laws of Ireland. The Irish Companies Act 2014, as amended (the “Irish Companies Act”) obligates us to propose certain matters to shareholders for approval that would generally not be subject to periodic approval by shareholders of companies incorporated in the United States but are considered routine items for approval by shareholders of companies incorporated in Ireland. Each of these proposals is described more fully below.

Proposal 1—Ordinary resolutions to elect directors of the Company:

a)	To re-elect Richard C. Breeden as a director of the Company.

b)	To re-elect Daniel A. Carestio as a director of the Company.

c)	To re-elect Cynthia L. Feldmann as a director of the Company.

d)	To re-elect Christopher S. Holland as a director of the Company.

e)	To re-elect Dr. Jacqueline B. Kosecoff as a director of the Company.

f)	To re-elect Paul E. Martin as a director of the Company.

g)	To re-elect Dr. Nirav R. Shah as a director of the Company.

h)	To re-elect Dr. Mohsen M. Sohi as a director of the Company.

i)	To re-elect Dr. Richard M. Steeves as a director of the Company.

Proposal 2—Ordinary resolution regarding ratification of independent registered public accounting firm:

2.	To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending March 31, 2022.

Notice of Annual Meeting of Shareholders and 2021 Proxy Statement

Proposal 3—Ordinary resolution to appoint Ernst & Young Chartered Accountants as our Irish statutory auditor:

3.	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.

Proposal 4—Ordinary resolution regarding our Irish statutory auditor’s remuneration:

4.	To authorize the board of directors of the Company (the “Board”) or the Audit Committee of the Board to determine the remuneration of Ernst & Young Chartered Accountants as the Company’s statutory auditor under Irish law.

Proposal 5—Advisory resolution (to be proposed as an ordinary resolution) on executive compensation:

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 the U.S. Securities and Exchange Commission (the “SEC”), including the Compensation Discussion and Analysis and the tabular and narrative disclosure contained in the Company’s proxy statement dated June 14, 2021.

Proposal 6—Other business:

6.	To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Proposals 3 and 4 are items required to be approved by shareholders under the Irish Companies Act and generally do not have an analogous requirement under United States law.

OUR BOARD OF DIRECTORS HAS DETERMINED THAT ALL THE RESOLUTIONS TO BE VOTED UPON AT THE MEETING ARE IN THE BEST INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS AS A WHOLE. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” FOR ALL RESOLUTIONS.

In accordance with our articles of association (the “Articles”), all resolutions will be taken on a poll. Voting on a poll means that each share represented in person or by proxy will be counted in the vote.

All resolutions will be proposed as ordinary resolutions under Irish law. In each case, provided that a quorum is present, the relevant resolution must be passed by a simple majority of the votes cast for or against such resolution, whether in person or by proxy, in order to be approved. Abstentions and broker non-votes will not affect the voting results for a resolution. In the case of joint holders, the vote of the senior holder who tenders a vote shall be accepted to the exclusion of the votes of the other joint holders (with seniority being determined by the order that the names of the joint holders appear in the Company’s share register). Explanatory notes regarding each of the proposals (and related resolutions) are set out in the relevant sections of the accompanying proxy materials relating to such proposals. Only shareholders of record of Ordinary Shares at the close of business in New York on June 1, 2021 are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. In accordance with the provisions of the Irish Companies Act and in accordance with our Articles, a shareholder of record is entitled to appoint another person as his or her proxy (or, in the case of a corporation which is a shareholder of record, a corporate representative) to exercise all or any of their rights to attend and to speak and vote at the Annual Meeting. A shareholder of record may appoint more than one proxy in relation to the Annual Meeting (provided that each proxy is appointed to exercise the rights attached to a different share or shares). A proxy need not be a shareholder of record. When you vote by telephone, through the Internet or by returning a completed proxy card, this proxy will be given to the Directors and employees of the Company and its affiliates.

Notice of Annual Meeting of Shareholders and 2021 Proxy Statement

Pursuant to the rules of the SEC, we provide access to our proxy materials through the Internet. As a result, on or before June 14, 2021, a Notice of Internet Availability of Proxy Materials will be mailed to certain shareholders as of the close of business in New York on June 1, 2021. On the date of mailing of the Notice of Internet Availability of Proxy Materials, shareholders will be able to access the proxy materials on a website referred to and at the URL address included in the Notice of Internet Availability of Proxy Materials and in the proxy statement. These proxy materials will be available free of charge. In addition, on or before July 3, 2021, we will also mail paper copies of the proxy materials to those shareholders as of the close of business on June 1, 2021 who have not consented to alternative delivery under Irish law or who have previously requested paper copies of the proxy materials.

The results of the polls taken on the resolutions at the Annual Meeting and any other information required by the Irish Companies Act will be made available on the Company’s website as soon as reasonably practicable following the Annual Meeting and for a period of two years thereafter.

During the Annual Meeting, management will present, for consideration at the meeting, the Company’s statutory financial statements under Irish law for the fiscal year ended March 31, 2021 (and the report of the directors and the Irish statutory auditor thereon) together with a review of the Company’s affairs. There also will be an opportunity for questions and answers immediately following the formal portion of the Annual Meeting.

By Order of the Board of Directors,

LOGO

J. Adam Zangerle

Company Secretary

The Company’s registered office is at 70 Sir John Rogerson’s Quay, Dublin 2, Ireland.

June 14, 2021

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on July 29, 2021. Our Proxy Statement for the Annual Meeting (which includes the notice of the Annual Meeting), the Annual Report to Shareholders (including the Company’s Annual Report on Form 10-K) for the fiscal year ended March 31, 2021 and the Company’s statutory financial statements under Irish law for the fiscal year ended March 31, 2021 (and the report of the directors and the Irish statutory auditor thereon) are available at www.proxyvote.com if you are a shareholder of record. You can also view these materials in the “Online IR Kit” in the “Shareholder Resources” section of steris-ir.com.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we encourage you to vote as promptly as possible by telephone, through the Internet or by requesting a paper proxy card to complete, sign and return by mail. Details of the deadlines for when your vote(s) must be submitted are described subsequently. If you attend the Annual Meeting in person, you may revoke your proxy and vote your shares in person.

Notice of Annual Meeting of Shareholders and 2021 Proxy Statement

STERIS plc

70 Sir John Rogerson’s Quay

Dublin 2, Ireland

www.steris.com

Annual General Meeting of Shareholders of the Company

July 29, 2021—9:00 a.m. Eastern Daylight Saving Time (2:00 p.m. Dublin Time)

PROXY STATEMENT

TABLE OF CONTENTS


PROXY SUMMARY			1

General Information			1

Financial and Operating Highlights			2

Director Nominee Highlights			3

Governance Highlights			4

Chief Executive Officer Highlights			4

Summary of Voting Proposals and Board Recommendations			5

GENERAL INFORMATION			7

Proxy Voting and Solicitation of Proxies			7

Voting and Annual Meeting Attendance			7

Redomiciliation and Combination			8

Votes Required to Adopt Proposals			9

Purposes of Annual Meeting			9

Proposal 1—RESOLUTIONS REGARDING THE ELECTION OF DIRECTORS			10

Nominees for Election as Directors			11

Proposal 2—RESOLUTION REGARDING RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			15

Proposal 3—RESOLUTION APPOINTING ERNST & YOUNG LLP AS THE COMPANY’S STATUTORY AUDITORS UNDER THE IRELAND COMPANIES ACT 2014			16

Proposal 4—RESOLUTION TO AUTHORIZE THE BOARD OF DIRECTORS OR THE AUDIT COMMITTEE OF THE BOARD TO DETERMINE THE COMPANY’S IRELAND STATUTORY AUDITOR’S REMUNERATION			17

Proposal 5—ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION			18

Proposal 6—RESOLUTION TO TRANSACT SUCH OTHER BUSINESS AS MAY COME BEFORE THE MEETING			19


BOARD OF DIRECTORS INFORMATION			20

Board Meetings and Committees			20

Governance Generally			25

Independent Registered Public Accounting Firm			30

Report of the Audit Committee			32

EXECUTIVE COMPENSATION			33

Compensation Discussion and Analysis			33

Report of the Compensation and Organization Development Committee			53

Compensation and Organization Development Committee Interlocks and Insider Participation			54

Tabular and Other Executive Compensation Disclosure			54

Potential Payments to Named Executive Officers Upon Termination of Employment or Change of Control			61

CEO Pay Ratio			70

NON-EMPLOYEE DIRECTOR COMPENSATION			72

Description of Director Compensation for Fiscal 2021			72

Director Compensation Table for Fiscal 2021			73

NON-EMPLOYEE DIRECTOR STOCK OWNERSHIP GUIDELINES			74

OWNERSHIP OF VOTING SECURITIES			75

5% Owners			75

Stock Ownership of Directors and Executive Officers			76

Shares and Career Restricted Stock Units			77

DELINQUENT SECTION 16(a) REPORTS			78

SHAREHOLDER NOMINATIONS OF DIRECTORS AND NOMINEE CRITERIA			79

SHAREHOLDER PROPOSALS			82

MISCELLANEOUS MATTERS			84

ANNUAL REPORT			85

APPENDIX A: NON-GAAP MEASURES AND RECONCILIATION			A-1

Notice of Annual Meeting of Shareholders and 2021 Proxy Statement i

PROXY SUMMARY

This summary highlights certain information contained elsewhere in this Proxy Statement or in the other documents being distributed or made available to shareholders in conjunction with this Proxy Statement, but does not contain all the information you should consider prior to casting your vote. Therefore, you should read this entire Proxy Statement carefully before voting.

General Information



Meeting Date:		July 29, 2021

Meeting Time:		9:00 a.m. Eastern Daylight Saving Time (2:00 p.m. Dublin Time)

Meeting Location:		5960 Heisley Rd. Mentor, Ohio 44060, U.S.A

Record Date:		Close of business in New York June 1, 2021

Stock Symbol:		STE

Exchange:		New York Stock Exchange

Shares Outstanding on Record Date:		85,376,813 ordinary shares

Registrar and Transfer Agent:		Computershare

Jurisdiction of Formation:		Ireland

Year of Incorporation:		2016 (Predecessors, 2014 and 1985, respectively)

Public Company Since:		2019 (Predecessors, 2015 and 1992, respectively)

Corporate Website:		www.steris.com

Date Proxy Statement First Furnished to Shareholders:		On or about June 14, 2021

Notice of Annual Meeting of Shareholders and 2021 Proxy Statement 1


		Proxy Summary: Financial and Operating Highlights

Financial and Operating Highlights

Despite the challenges brought on by COVID-19 in fiscal 2021, we continued to execute on our plans. The diversity of our products and service offerings was evident as increased demand in our Life Sciences and Applied Sterilization Technologies segments more than offset the decline in our Healthcare segment due to the pandemic. Combined with the strength of our balance sheet and cost management, we were able to continue to invest in

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SEC Form DEF 14A filed by STERIS plc