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STERIS plc

For the period ended Aug 1, 2024. Filed Jun 12, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Aug 1, 2024 · Filed Jun 12, 2024

STE$252.30-0.7%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant

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Filed by a Party other than the Registrant

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Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only

as permitted by Rule 14a-6(e)(2))

☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to § 240.14a-12

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(l) and 0-11.

Proxy Statement Notice of Annual Meeting of Shareholders August 1, 2024 STERIS

A public limited company incorporated in Ireland with company number 595593

Registered office: 70 Sir John Rogerson’s Quay

Dublin 2, Ireland

Directors: Dr. Esther M. Alegria (U.S.), Richard C. Breeden (U.S.), Daniel A. Carestio (U.S.),

Cynthia L. Feldmann (U.S.), Christopher S. Holland (U.S.), Dr. Jacqueline B. Kosecoff (U.S.),

Paul E. Martin (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 2024 Annual General Meeting (“Annual Meeting”) of Shareholders of STERIS plc will be held at 9:00 a.m. Dublin Time (4:00 a.m. Eastern Daylight Saving Time), on Thursday, August 1, 2024 at 70 Sir John Rogerson’s Quay, Dublin 2, Ireland.

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 atsteris-ir.com, and make a public filing with the U.S. Securities and Exchange Commission (“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 2024 Annual Meeting of Shareholders, including there-election of directors for terms expiring at the Annual Meeting. We urge our shareholders to vote “FOR” for proposals 1 through 7, each as presented to shareholders and described in the Notice of 2024 Annual Meeting of Shareholders.

The formal Notice of 2024 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 ensure that your shares will be voted at the 2024 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 4:59 a.m. Dublin Time on Wednesday, July 31, 2024 (11:59 p.m. Eastern Daylight Saving Time on Tuesday, July 30, 2024).

Sincerely,

DANIEL A. CARESTIODR. MOHSEN M. SOHI
President and Chief Executive OfficerChairman of the Board

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

NOTICE OF 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS

To the Holders of Ordinary Shares of STERIS plc:

The 2024 Annual General Meeting (the “Annual Meeting”) of shareholders of STERIS plc (the “Company,” “we,” “us,” or “our”) will be held on Thursday, August 1, 2024 at 9:00 a.m. Dublin Time (4:00 a.m. Eastern Daylight Saving Time) at 70 Sir John Rogerson’s Quay, Dublin 2, Ireland. 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 atsteris-ir.com, and make a public filing with the U.S. Securities and Exchange Commission (“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 proposal to be presented at the Annual Meeting is described more fully below.

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

a)To re-elect Dr. Esther M. Alegria as a director of the Company.
b)To re-elect Richard C. Breeden as a director of the Company.
c)To re-elect Daniel A. Carestio as a director of the Company.
d)To re-elect Cynthia L. Feldmann as a director of the Company.
e)To re-elect Christopher S. Holland as a director of the Company.
f)To re-elect Dr. Jacqueline B. Kosecoff as a director of the Company.
g)To re-elect Paul E. Martin as a director of the Company.
h)To re-elect Dr. Nirav R. Shah as a director of the Company.
i)To re-elect Dr. Mohsen M. Sohi as a director of the Company.
j)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, 2025.

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 named executive officer compensation:

5.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 SEC, including the Compensation Discussion and Analysis and the tabular and narrative disclosure contained in the Company’s Proxy Statement dated June 12, 2024.

Proposal 6—Ordinary resolution regarding the renewal of the Board’s authority to issue shares under Irish law:

6.To approve the renewal of the Board’s authority to issue authorized but unissued shares under Irish law (i) in an amount of up to 20% of the existing issued ordinary share capital of STERIS (calculated as of June 3, 2024) and (ii) until the earlier of the next annual general meeting of shareholders or the expiration of 15 months from the Annual Meeting.

Proposal 7— Special resolution regarding the renewal of the Board’s authority toopt-out of statutorypre-emption rights under Irish law:

7.To approve the renewal of the Board’s authority to opt-out of statutory pre-emption rights under Irish law regarding the issuance of shares for cash (i) in respect of up to 20% of the existing issued ordinary share capital of STERIS (calculated as of June 3, 2024), provided that, insofar as it relates to shares which represent greater than 10% in number of STERIS’s issued ordinary share capital (calculated as of June 3, 2024), such authority be used only for purposes of an acquisition or a specified capital investment, and (ii) until the earlier of the next annual general meeting of shareholders or the expiration of 15 months from the Annual Meeting.

Proposal 8—Other business:

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

Proposals 3, 4, 6 and 7 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 RESOLUTIONS FOR PROPOSALS 1 THROUGH 7 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 FOR PROPOSALS 1 THROUGH 7.

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.

Proposals 1, 2, 3, 4, 5 and 6 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. Proposal 7 will be proposed as a special resolution under Irish law. Provided that a quorum is present, Proposal 7 must be passed by 75% of the votes cast for or against such resolution, whether in person or by proxy, in order to be approved. Abstentions and brokernon-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 Statement relating to such proposals. Only shareholders of record of ordinary shares, par value $0.001 per share, of the Company (“Ordinary Shares”) at the close of business in New York on June 3, 2024 are entitled to notice of, and to attend, speak, ask questions and vote at the Annual Meeting and any adjournment 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 certain Directors and executive officers of the Company.

Pursuant to the rules of the SEC, we provide access to our proxy materials through the Internet. As a result, prior to June 21, 2024, 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 3, 2024. 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, we will also mail paper copies of the proxy materials to those shareholders as of the close of business on June 3, 2024 who have not consented to alternative delivery under Irish law or who have previously requested paper copies of the proxy materials.

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 4:59 a.m. Dublin Time on Wednesday, July 31, 2024 (11:59 p.m. Eastern Daylight Saving Time on Tuesday, July 30, 2024).

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 and filed with the SEC on a Form 8-K within four business days of the Annual Meeting.

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, 2024 (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,

J. Adam Zangerle

Company Secretary

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

June 12, 2024

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on August 1, 2024. 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, 2024 and the Company’s Directors’ Report and Consolidated Financial Statements under Irish law for the fiscal year ended March 31, 2024 (the “Irish Statutory Accounts”) are available at www.proxyvote.com if you are a shareholder of record and are collectively referred to as the “Proxy Materials.” You can also view these materials in the “Online IR Kit” in the “Shareholder Resources” section ofsteris-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.

STERIS plc70 Sir John Rogerson’s Quay Dublin 2, Ireland www.steris.com

Annual General Meeting of Shareholders of the Company

August 1, 2024—9:00 a.m. Dublin Time (4:00 a.m. Eastern Daylight Saving Time)

PROXY STATEMENT

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