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 22, 2012


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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 2012 Annual Meeting of Stockholders on May 22, 2012, 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 our Board of Directors of the nine nominees for director named in the proxy statement for the annual meeting;


(2)

ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2012;


(3)

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


(4)

a stockholder proposal requiring executives to hold equity awards until retirement.


The results of this voting were as follows:


Election of Directors

 

For

 

 

Against

 

Abstain

 

 

Broker Non-Vote

Mark C. Miller

67,048,776

 

 

1,567,251

 

35,162

 

 

6,557,854

Jack W. Schuler

67,039,273

 

 

1,597,101

 

14,815

 

 

6,557,854

Thomas D. Brown

67,925,424

 

 

698,341

 

27,424

 

 

6,557,854

Rod F. Dammeyer

67,031,800

 

 

1,591,965

 

27,424

 

 

6,557,854

William K. Hall

67,333,326

 

 

1,290,452

 

27,411

 

 

6,557,854

Jonathan T. Lord, M.D.

67,173,895

 

 

1,450,031

 

27,263

 

 

6,557,854

John Patience

67,068,944

 

 

1,554,596

 

27,649

 

 

6,557,854

James W.P. Reid-Anderson

67,327,736

 

 

1,295,698

 

27,755

 

 

6,557,854

Ronald G. Spaeth

67,327,820

 

 

1,293,184

 

30,185

 

 

6,557,854



Ratification of Appointment of Ernst & Young LLP

 

For

 

 

Against

 

Abstain

 

 

Broker Non-Vote

 

74,026,253

 

 

1,165,641

 

17,149

 

 

--



Advisory Resolution Approving Executive Officer Compensation

 

For

 

 

Against

 

Abstain

 

 

Broker Non-Vote

 

66,860,392

 

 

1,666,399

 

124,398

 

 

6,557,854



Stockholder Proposal for Executives to Hold Equity Awards Until Retirement

 

For

 

 

Against

 

Abstain

 

 

Broker Non-Vote

 

15,771,267

 

 

52,639,590

 

240,332

 

 

6,557,854










 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 25, 2012

 Stericycle, Inc.


 

 

 

 

By: 

 /s/ Frank J.M. ten Brink

 

 

 




 

 Frank J.M. ten Brink

 

 Executive Vice President and Chief Financial Officer