Sotera Health Co. Files Definitive Proxy Statement (DEF 14A)

Ticker: SHC · Form: DEF 14A · Filed: Apr 11, 2024 · CIK: 1822479

Sotera Health Co DEF 14A Filing Summary
FieldDetail
CompanySotera Health Co (SHC)
Form TypeDEF 14A
Filed DateApr 11, 2024
Risk Levellow
Pages15
Reading Time18 min
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Sotera Health, Executive Compensation, Shareholder Meeting

TL;DR

<b>Sotera Health Co. has filed its Definitive Proxy Statement for the period ending May 23, 2024.</b>

AI Summary

Sotera Health Co (SHC) filed a Proxy Statement (DEF 14A) with the SEC on April 11, 2024. Sotera Health Co. filed a Definitive Proxy Statement (DEF 14A) on April 11, 2024. The filing covers the period ending May 23, 2024. The company's fiscal year ends on December 31. Sotera Health Co. was formerly known as Sotera Health Topco, Inc. until August 24, 2020. The company is incorporated in Delaware and headquartered in Broadview Heights, Ohio.

Why It Matters

For investors and stakeholders tracking Sotera Health Co, this filing contains several important signals. This DEF 14A filing is a standard disclosure for publicly traded companies, providing shareholders with information regarding annual meetings, executive compensation, and voting matters. Shareholders should review this document to understand key proposals, executive compensation details, and to make informed voting decisions.

Risk Assessment

Risk Level: low — Sotera Health Co shows low risk based on this filing. The filing is a routine DEF 14A, indicating no immediate material events or significant changes beyond standard corporate disclosures.

Analyst Insight

Shareholders should review the executive compensation details and any proposals to be voted on at the upcoming meeting.

Key Numbers

  • 2024-04-11 — Filing Date (DEF 14A filing date)
  • 2024-05-23 — Period of Report (Conformed period of report)
  • 1231 — Fiscal Year End (Company's fiscal year end)
  • 2020-08-24 — Name Change Date (Date of former company name change)

Key Players & Entities

  • Sotera Health Co (company) — Filer
  • Sotera Health Topco, Inc. (company) — Former company name
  • 2024-04-11 (date) — Filing date
  • 2024-05-23 (date) — Period of report
  • DE (jurisdiction) — State of incorporation
  • OH (jurisdiction) — State of business address
  • 440-262-1410 (phone_number) — Business phone
  • 001-39729 (filing_number) — SEC file number

FAQ

When did Sotera Health Co file this DEF 14A?

Sotera Health Co filed this Proxy Statement (DEF 14A) with the SEC on April 11, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Sotera Health Co (SHC).

Where can I read the original DEF 14A filing from Sotera Health Co?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Sotera Health Co.

What are the key takeaways from Sotera Health Co's DEF 14A?

Sotera Health Co filed this DEF 14A on April 11, 2024. Key takeaways: Sotera Health Co. filed a Definitive Proxy Statement (DEF 14A) on April 11, 2024.. The filing covers the period ending May 23, 2024.. The company's fiscal year ends on December 31..

Is Sotera Health Co a risky investment based on this filing?

Based on this DEF 14A, Sotera Health Co presents a relatively low-risk profile. The filing is a routine DEF 14A, indicating no immediate material events or significant changes beyond standard corporate disclosures.

What should investors do after reading Sotera Health Co's DEF 14A?

Shareholders should review the executive compensation details and any proposals to be voted on at the upcoming meeting. The overall sentiment from this filing is neutral.

How does Sotera Health Co compare to its industry peers?

Sotera Health operates in the healthcare services sector, providing critical services to the healthcare industry.

Are there regulatory concerns for Sotera Health Co?

As a publicly traded company, Sotera Health is subject to SEC regulations, including the requirement to file proxy statements.

Industry Context

Sotera Health operates in the healthcare services sector, providing critical services to the healthcare industry.

Regulatory Implications

As a publicly traded company, Sotera Health is subject to SEC regulations, including the requirement to file proxy statements.

What Investors Should Do

  1. Review the full DEF 14A filing for detailed information on executive compensation.
  2. Examine the proposals to be voted on at the shareholder meeting.
  3. Note the company's former name and date of name change for historical context.

Key Dates

  • 2024-04-11: Filing of DEF 14A — Provides shareholder information for the upcoming meeting and period.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure. No specific comparative data from a prior filing was provided in the extracted text.

Filing Stats: 4,398 words · 18 min read · ~15 pages · Grade level 15.2 · Accepted 2024-04-11 16:05:22

Filing Documents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 68 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 70 Registration Rights Agreement 70 Stockholders Agreement 71 Limitation of Liability and Indemnification of Officers and Directors 72 Policies and Procedures for Related Party Transactions 73 OTHER INFORMATION 74 2025 Shareholder Proposals 74 Annual Meeting Advance Notice Requirements 74 QUESTIONS AND ANSWERS ABOUT THE PROXY STATEMENT AND OUR 2024 ANNUAL MEETING OF SHAREHOLDERS 75 iii Proxy Statement Summary Annual Meeting of Shareholders PROXY STATEMENT SUMMARY Your proxy is being solicited on behalf of the board of directors ("Board") of Sotera Health Company ("Sotera Health," the "Company," "we," "us" or "our") to vote at the 2024 Annual Meeting of Shareholders ("Annual Meeting"). We are making this Proxy Statement available to shareholders beginning on April 11, 2024. This summary represents only selected information. We encourage you to read the entire Proxy Statement before voting. Annual Meeting of Shareholders Time and Date Thursday, May 23, 2024 at 9:00 a.m., Eastern Daylight Time. Place The Annual Meeting will be a virtual meeting held online at www.virtualshareholdermeeting.com/SHC2024 via a live audio webcast. Please see "Virtual Annual Meeting" on the following page for additional information. Record Date March 28, 2024 Voting Only shareholders of record at the close of business on the Record Date are entitled to receive notice of, and vote at, the Annual Meeting. Each share of common stock is entitled to one vote on each director nominee and one vote on each of the proposals. Attendance Shareholders and their duly appointed proxies may attend the meeting. Proposals and Board Recommendations Proposal Description Board Voting Recommendation 1. Election of directors Election of Constantine S. Mihas, James C. Neary, Michael B. Petras, Jr. and David E. Wheadon, M.D.

: Gender Identity

Part I: Gender Identity Directors 2 9

: Demographic Background

Part II: Demographic Background African American or Black — 1 Alaskan Native or Native American — — Asian — 1 Hispanic or Latinx — — Native Hawaiian or Pacific Islander — — White 2 7 Two or More Races or Ethnicities — — LGBTQ+ 1 Did Not Disclose Demographic Background — Director Nominee Criteria and Process The NCG Committee is responsible for identifying and screening candidates, for developing and recommending candidates to the Board, for evaluating candidates recommended or nominated by shareholders (including nominees designated by our Sponsors), for recommending to the Board all nominees for election to the Board at the annual meeting of shareholders, and for recommending any other action with respect to candidates nominated by shareholders. The NCG Committee's recommendations must be consistent with our organizational documents and applicable law, as well as the Company's obligations under our Stockholders Agreement. See "Board Composition" and "Certain Sponsor Rights" on pages 6 and 17, respectively. In evaluating candidates, the Board seeks individuals of high integrity and good judgment who have a record of accomplishment in their chosen fields, and who display the independence of mind and strength of character to effectively represent the best interests of all shareholders and provide practical insights and diverse perspectives. In addition, as described above in "Board Diversity," the NCG Committee's charter and our Corporate Governance Guidelines include an explicit commitment to include diverse candidates on slates of potential nominees to fill new positions on the Board. Our NCG Committee reviews with our Board, on an annual basis, the independence, skills, experience and background of Board members, and the experience, skills and background of the Board as a whole, in determining whether to recommend incumbent directors for reelection. In identifying potential new candidates for Board membership, the NCG C

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