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Sotera Health (NASDAQ: SHC) investors back directors, pay and auditor

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(Moderate)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Sotera Health Company reported the results of its 2026 annual meeting of stockholders held on May 21, 2026. Stockholders elected four Class III directors to three-year terms ending at the 2029 annual meeting and continuing until their successors are elected and qualified.

Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers. In addition, they ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

Positive

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for Christopher A. Simon 253,840,543 votes Election as Class III director at 2026 annual meeting
Votes against say-on-pay 6,586,053 votes Advisory approval of named executive officer compensation
Votes for say-on-pay 257,678,396 votes Advisory approval of named executive officer compensation
Votes for auditor ratification 267,310,915 votes Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026
Broker non-votes on Proposal 2 3,273,595 votes Advisory vote on compensation of named executive officers
broker non-votes financial
"Name | For | Withheld | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory basis financial
"approved, on an advisory basis, the compensation of the Company’s named executive officers"
named executive officers financial
"the compensation of the Company’s named executive officers"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
Understanding 8-K Material Events →
0001822479FALSE00018224792026-05-212026-05-21

 
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, 2026
_______________________
SOTERA HEALTH COMPANY
(Exact Name of Registrant as Specified in its Charter)
_______________________
Delaware001-3972947-3531161
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
9100 South Hills Blvd, Suite 300
Broadview Heights, Ohio 44147
(Address of Principal Executive Offices) (Zip Code)
(440) 262-1410
(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 (see General Instruction A.2. below):
 
☐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
Name of Exchange
on which registered
Common stock, $0.01 par value per shareSHCThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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.  ☐
 
 


Item 5.07. Submission of Matters to a Vote of Security Holders.
Sotera Health Company (the “Company”) held its 2026 annual meeting of stockholders on May 21, 2026 (the “Annual Meeting”). At the Annual Meeting, the stockholders (1) elected all four director nominees as Class III directors to serve a three-year term until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified, (2) approved, on an advisory basis, the compensation of the Company’s named executive officers, and (3) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
The final results on each of the matters submitted to a vote are as follows:
1.Election of Directors
NameForWithheldBroker Non-Votes
Sean L. Cunningham226,297,73438,018,5123,273,595
Richard G. Kyle260,365,6583,950,5883,273,595
Vincent K. Petrella251,933,89412,382,3523,273,595
Christopher A. Simon253,840,54310,475,7033,273,595
2.Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers
ForAgainstAbstainBroker Non-Votes
257,678,3966,586,05351,7973,273,595
3.Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm
ForAgainstAbstainBroker Non-Votes
267,310,915223,06955,857N/A


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.
Sotera Health Company
(Registrant)
Date: May 22, 2026By:/s/ Erika Ostrowski
Erika Ostrowski
Senior Vice President, General Counsel and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Sotera Health (SHC) stockholders approve at the 2026 annual meeting?

Stockholders elected four Class III directors to three-year terms, approved on an advisory basis the compensation of named executive officers, and ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

How did Sotera Health (SHC) stockholders vote on director elections in 2026?

All four Class III director nominees were elected. For example, Christopher A. Simon received 253,840,543 votes for and 10,475,703 withheld, with 3,273,595 broker non-votes, confirming stockholder support for the full director slate presented at the 2026 annual meeting.

What were the results of Sotera Health (SHC) say-on-pay vote in 2026?

Stockholders approved, on an advisory basis, executive compensation with 257,678,396 votes for, 6,586,053 against, 51,797 abstentions, and 3,273,595 broker non-votes, indicating majority support for the compensation of Sotera Health’s named executive officers at the 2026 annual meeting.

Which auditor did Sotera Health (SHC) stockholders ratify for fiscal 2026?

Stockholders ratified Ernst & Young LLP as Sotera Health Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 267,310,915 votes for, 223,069 against, and 55,857 abstaining, and no broker non-votes reported for this proposal.

Were there significant broker non-votes at the Sotera Health (SHC) 2026 meeting?

Broker non-votes were reported on Proposals 1 and 2, including 3,273,595 broker non-votes for each of the director elections and the advisory vote on executive compensation, while the auditor ratification proposal did not report any broker non-votes in the voting results.

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