Sotera Health Files 8-K with Corporate Updates

TL;DR

Sotera Health filed an 8-K on May 23rd, reporting corporate changes and shareholder votes.

AI Summary

Sotera Health Company filed an 8-K on May 24, 2024, reporting events as of May 23, 2024. The filing indicates changes to its Articles of Incorporation or Bylaws, submission of matters to a vote of security holders, and financial statements and exhibits. The company, previously known as Sotera Health Topco, Inc., is incorporated in Delaware and headquartered in Broadview Heights, Ohio.

Why It Matters

This 8-K filing signals potential changes in Sotera Health's corporate structure or governance, which could impact its operational direction and shareholder rights.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure and does not appear to contain immediate negative financial or operational news.

Key Players & Entities

• Sotera Health Co (company) — Registrant
• Sotera Health Topco, Inc. (company) — Former Company Name
• May 23, 2024 (date) — Date of Earliest Event Reported
• May 24, 2024 (date) — Filing Date
• Delaware (jurisdiction) — State of Incorporation
• Broadview Heights, Ohio (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — ge on which registered Common stock, $0.01 par value per share SHC The Nasdaq Stoc

Filing Documents

• shc-20240523.htm (8-K) — 50KB
• shc_20240523xexhibitx3x1.htm (EX-3.1) — 9KB
• 0001822479-24-000027.txt ( ) — 191KB
• shc-20240523.xsd (EX-101.SCH) — 2KB
• shc-20240523_lab.xml (EX-101.LAB) — 23KB
• shc-20240523_pre.xml (EX-101.PRE) — 13KB
• shc-20240523_htm.xml (XML) — 3KB

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 23, 2024 Sotera Health Company (the "Company") held its 2024 Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation"). Article VII, Section 1 of the Certificate of Incorporation has been amended to adopt provisions allowing officer exculpation consistent with Delaware law. The amendment to the Certificate of Incorporation was filed with the office of the Secretary of State of the State of Delaware on May 23, 2024 and is effective as of that date. The foregoing description of the amendment to the Certificate of Incorporation is qualified in its entirety to the text of the amendment to the Certificate of Incorporation, which is included as Exhibit 3.1 and incorporated herein by reference.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. The Company's shareholders voted on four items at the Annual Meeting, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 11, 2024. Present at the Annual Meeting in person or by proxy were holders of 274,881,758 shares of common stock of the Company, representing 97.10% of the voting power of the shares of common stock of the Company as of the close of business on March 28, 2024, the record date for the Annual Meeting, and constituting a quorum for the transaction of business. Shareholders of the Company voted on the following items at the Annual Meeting: 1. To elect four directors as Class I directors to serve a three-year term until the 2027 annual meeting of shareholders and until their successors are duly elected and qualified. 2. To approve, on an advisory basis, the compensation of the Company's named executive officers. 3. To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. 4. To approve an amendment to the Certificate of Incorporation to adopt provisions allowing officer exculpation consistent with Delaware law. The final results for each of these proposals are as follows: 1. Election of Directors Nominee For Against Abstain Broker Non-Vote Constantine S. Mihas 247,637,962 25,121,299 199,643 1,922,854 James C. Neary 247,632,361 25,124,250 202,293 1,922,854 Michael B. Petras, Jr. 258,218,317 14,541,035 199,552 1,922,854 David E. Wheadon, M.D. 251,978,688 20,939,001 41,215 1,922,854 Based on the votes set forth above, each director nominee was duly elected to serve until the 2027 annual meeting of shareholders and until his successor is duly elected and qualified. 2. Advisory Approval of Named Executive Officer Compensation For Against Abstain Broker Non-Vote 267,658,420 5,255,645 44,

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Sotera Health Company, dated May 23, 2024. 3

SIGNATURES

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 24, 2024 By: /s/ Alexander Dimitrief Alexander Dimitrief Senior Vice President, General Counsel and Secretary 4

View Full Filing

View this 8-K filing on SEC EDGAR