STERIS plc
For the period ended Aug 1, 2024. Filed Jun 12, 2024.
View on SEC.govAbout this filing
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
Contents
APPENDIX A
NON-GAAP MEASURES AND RECONCILIATION
Non-GAAP Financial Measures. Non-GAAP financial measures are presented with the intent of providing greater transparency to supplemental financial information used by management and the Board of Directors in their financial analysis and operational decision making. These amounts are disclosed so that the reader has the same financial data that management uses with the belief that it will assist investors and other readers in making comparisons to our historical operating results and analyzing the underlying performance of our operations for the periods presented.
Management and the Board of Directors believe that the presentation of thesenon-GAAP financial measures, when considered along with our GAAP financial measures and the reconciliation to the corresponding GAAP financial measures, provide the reader with a more complete understanding of the factors and trends affecting our business than could be obtained absent this disclosure. It is important for the reader to note that thenon-GAAP financial measures used may be calculated differently from, and therefore may not be comparable to, a similarly-titled measure used by other companies.
| Twelve months ended March 31,(unaudited) | ||||
|---|---|---|---|---|
| Net Income attributableto shareholders(in thousands) | Diluted EPS | |||
| 2024 | 2023 | 2024 | 2023 | |
| GAAP | $378,239 | $107,030 | $3.81 | $1.07 |
| Adjustments: | ||||
| Net impact of adjustments after tax* | $499,389 | $715,187 | ||
| Net EPS impact | $5.02 | $7.13 | ||
| Adjusted | $877,628 | $822,217 | $8.83 | $8.20 |
| * | Adjusted net income excludes the amortization of intangible assets acquired in business combinations, acquisition related transaction costs, integration costs related to acquisitions, redomciliation and tax restructuring costs, gains and losses related to divestitures, impairment of goodwill, and certain other unusual or non-recurring items. STERIS believes this measure is useful because it excludes items that may not be indicative of or are unrelated to our core operating results and provides a baseline for analyzing trends in our underlying businesses. The tax expense (benefit) includes both the current and deferred income tax impact of the adjustments. |
|---|
The following table presents a financial measure that is considered to be“non-GAAP financial measures” under Securities Exchange Commission rules. Free cash flow is defined by the Company as cash flows from operating activities less purchases of property, plant, equipment and intangibles (capital expenditures) plus proceeds from the sale of property, plant, equipment and intangibles. The Company uses free cash flow as a measure to gauge its ability to fund future debt principal repayments, growth outside of core operations, repurchase shares, and pay cash dividends. STERIS’s calculation of free cash flow may vary from other companies.
| Twelve Months Ended March 31, | ||
|---|---|---|
| 2024 | 2023 | |
| (Unaudited) | (Unaudited) | |
| Calculation of Free Cash Flow (in thousands): | ||
| Cash flows from operating activities | $973,274 | $756,947 |
| Purchases of property, plant, equipment, and intangibles, net | (360,326) | (361,969) |
| Proceeds from the sale of property, plant, equipment, and intangibles | 7,381 | 14,587 |
| Free Cash Flow | $620,329 | $409,565 |
Notice of Annual Meeting of Shareholders and 2024 Proxy Statement A-1
| STERIS plc 70 SIR JOHN ROGERSON’S QUAY DUBLIN 2, IRELAND (COMPANY NUMBER 595593) | ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via the Internet. To sign up for electronic delivery, please follow the instructions below to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. | |
|---|---|---|
| VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Please Note: The cut off for voting by proxy is 4:59 a.m. Dublin Time on Wednesday, July 31, 2024 (11:59 p.m. Eastern Daylight Saving Time on Tuesday, July 30, 2024). Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Please Note: The cut off for voting by proxy is 4:59 a.m. Dublin Time on Wednesday, July 31, 2024 (11:59 p.m. Eastern Daylight Saving Time on Tuesday, July 30, 2024). Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to arrive by 4:59 a.m. Dublin Time on Wednesday, July 31, 2024 (11:59 p.m. Eastern Daylight Saving Time on Tuesday, July 30, 2024). Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. All proxy cards received will be forwarded to the Company’s registered office in Ireland electronically. 401(K) PLAN PARTICIPANTS Your voting instructions must be received no later than 4:59 a.m. Dublin Time on Saturday, July 27, 2024 (11:59 p.m. Eastern Daylight Saving Time on Friday, July 26, 2024). Use any of the voting methods above to submit your voting instructions. |
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | |
|---|---|
| V51863-P14001-Z87797 | KEEP THIS PORTION FOR YOUR RECORDS |
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY AND VOTING INSTRUCTION CARD IS VALID ONLY WHEN SIGNED AND DATED.
STERIS plc
The Board of Directors recommends you vote “FOR” all of the nominees listed below:
| 1. | Re-election of Directors |
| Nominees: · For · Against · Abstain | |
|---|---|
| 1a. · Dr. Esther M. Alegria · ☐ · ☐ · ☐ | |
| 1b. · Richard C. Breeden · ☐ · ☐ · ☐ | |
| 1c. · Daniel A. Carestio · ☐ · ☐ · ☐ | |
| 1d. · Cynthia L. Feldmann · ☐ · ☐ · ☐ | |
| 1e. · Christopher S. Holland · ☐ · ☐ · ☐ | |
| 1f. · Dr. Jacqueline B. Kosecoff · ☐ · ☐ · ☐ | |
| 1g. · Paul E. Martin · ☐ · ☐ · ☐ | |
| 1h. · Dr. Nirav R. Shah · ☐ · ☐ · ☐ | |
| 1i. · Dr. Mohsen M. Sohi · ☐ · ☐ · ☐ | |
| 1j. · Dr. Richard M. Steeves · ☐ · ☐ · ☐ | |
| The Board of Directors recommends you vote “For” all of the following proposals. | For | Against | Abstain | |||
| 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. | ☐ | ☐ | ☐ | ||
| 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. | ☐ | ☐ | ☐ | ||
| 4. | To authorize the Board of Directors of the Company or the Audit Committee of the Board of Directors to determine the remuneration of Ernst & Young Chartered Accountants as the Company’s statutory auditor under Irish law. | ☐ | ☐ | ☐ | ||
| 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 U.S. Securities and Exchange Commission, including the compensation discussion and analysis and the tabular and narrative disclosure contained in the Company’s proxy statement dated June 12, 2024. | ☐ | ☐ | ☐ | ||
| 6. | To approve a proposal renewing the Board of Director’s authority to issue shares under Irish law. | ☐ | ☐ | ☐ | ||
| 7. | To approve a proposal renewing the Board of Director’s authority to opt-out of statutory pre-emption rights under Irish law. | ☐ | ☐ | ☐ | ||
| 8. | To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. | |||||
NOTE: A corporation may execute a form of proxy under the hand of a duly authorized officer, director, attorney or other person. Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form. A shareholder may appoint more than one proxy to attend on the same occasion, but only one proxy may be appointed in respect of any one share. The appointment of a proxy shall not preclude a shareholder from attending and voting at the meeting or at any adjournment of it; however, if the shareholder votes at the meeting or adjournment, the shareholder’s proxy will be automatically revoked. A form of proxy shall be valid for any adjournment of the meeting. Please sign exactly as name appears above, joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.
| Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
YOUR VOTE IS IMPORTANT
Regardless of whether you plan to attend the 2024 Annual General Meeting of Shareholders, you can be sure the shares are represented at the meeting by promptly returning your proxy/voting instruction card in the enclosed envelope.
Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting to
be held on August 1, 2024:
The Notice and Proxy Statement, Fiscal 2024 Annual Report, and Directors’ Report and
Consolidated Financial Statements for the Year Ending March 31, 2024 are available atwww.proxyvote.com.
| ê | Sign and date the proxy/voting instruction card on the reverse side. | ê | |
|---|---|---|---|
| Please fold and detach proxy card at perforation before mailing. | |||
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
V51864-P14001-Z87797
SHAREHOLDER’S PROXY AND VOTING INSTRUCTION CARD
ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 1, 2024
This Proxy is solicited by the Board of Directors
The shareholder(s) whose signature(s) appear(s) on the reverse side of this proxy card hereby appoint(s) Dr. Mohsen M. Sohi, Daniel A. Carestio, Michael J. Tokich, and J. Adam Zangerle, and each of them, with full power of substitution, as proxies (the “Proxies”), and authorize(s) the Proxies to represent such shareholder(s) and to vote all the ordinary shares in STERIS plc (the “Company”) which the shareholder(s) would be entitled to vote, in the manner directed on the reverse side of this card, on Proposals 1 through 7 and in the discretion of the Proxies with respect to such other business as may properly come before the meeting. The shares represented by this proxy, when executed properly, will be voted in the manner directed. If direction is not given but the card is properly executed, this proxy will be voted “FOR” the election of all nominees under Proposal 1, “FOR” Proposals 2, 3, 4, 5, 6 and 7, and in the discretion of the Proxies with respect to such other business as may properly come before the meeting.
SPECIAL INFORMATION for participants in the STERIS Corporation 401(k) Plan (“Plan”): This proxy also provides voting instructions for shares held on the record date for the Annual General Meeting by Vanguard Fiduciary Trust Company (“Vanguard”),* as trustee of the Plan. If you are a participant in the Plan, this paragraph (and not the paragraph above) applies with respect to voting the Plan shares. By marking and returning this card, you will direct Vanguard (i) how to vote the ordinary shares allocated to the account in the Plan and (ii) how to vote a portion of the ordinary shares allocated to the accounts of other participants in the Plan who have not submitted voting instructions by the voting deadline. If Vanguard receives your properly marked and executed card on or before 4:59 a.m. Dublin Time on Saturday, July 27, 2024 (11:59 p.m. Eastern Daylight Saving Time on Friday, July 26, 2024) the (“401(k) Deadline”), Vanguard will vote these shares in the manner directed by you. If direction is not received or not received until after the 401(k) Deadline, Vanguard will vote these Plan shares in the same proportion as the final aggregate vote of the Plan participants who submitted timely votes on the matter.
This proxy is solicited on behalf of the Board of Directors pursuant to a separate Notice of 2024 Annual General Meeting and Proxy Statement dated June 12, 2024, receipt of which is hereby acknowledged. OUR BOARD OF DIRECTORS CONSIDERS THAT ALL THE RESOLUTIONS TO BE PUT TO 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” EACH RESOLUTION.
THIS PROXY AND VOTING INSTRUCTION CARD IS CONTINUED ON THE REVERSE SIDE.
*Vanguard Fiduciary Trust Company, in its capacity as trustee or custodian, has appointed Broadridge as agent to tally the vote.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.