UNITED STATES









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 24, 2011


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 Stericycle, Inc.

  (Exact name of registrant as specified in its charter)


 

 Delaware

 0-21229

 36-3640402

  (State or other jurisdiction of incorporation)

 (Commission File Number)

 (IRS Employer Identification Number)



 28161 North Keith Drive

 Lake Forest, Illinois 60045

(Address of principal executive offices including zip code)


 (847) 367-5910

(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:


[    ]

Written communications pursuant to Rule 425 under the Securities Act (17 CR 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))









Item 5.07

Submission of Matters to a Vote of Security Holders.


We held our 2011 Annual Meeting of Stockholders on May 24, 2011, at the DoubleTree Hotel Chicago O’Hare Airport-Rosemont, Rosemont, Illinois 60018:


At the meeting, stockholders voted on the following matters:


(1)

the election to our Board of Directors of the nine nominees for director named in the proxy statement for the annual meeting;


(2)

approval of our 2011 Incentive Stock Plan, under which stock options, stock appreciation rights, shares of restricted stock and restricted stock units may be awarded for up to a total of 3,000,000 shares of our common stock;


(3)

ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2011;


(4)

a non-binding advisory resolution to approve the compensation of our named executive officers as disclosed in the proxy statement (the “say-on-pay” vote); and


(5)

a non-binding advisory resolution to recommend the frequency of a say-on-pay vote (every one, two or three years).


The results of this voting were as follows:


Election of Directors

 

For

 

 

Against

 

Abstain

 

 

Broker Non-Vote

Mark C. Miller

67,591,363

 

 

1,362,084

 

46,719

 

 

7,359,201

Jack W. Schuler

67,254,394

 

 

1,726,681

 

19,091

 

 

7,359,201

Thomas D. Brown

68,159,423

 

 

820,732

 

20,011

 

 

7,359,201

Rod F. Dammeyer

67,246,945

 

 

1,733,779

 

19,442

 

 

7,359,201

William K. Hall

67,169,471

 

 

1,811,284

 

19,411

 

 

7,359,201

Jonathan T. Lord, M.D.

67,286,139

 

 

1,694,484

 

19,543

 

 

7,359,201

John Patience

67,601,673

 

 

1,378,902

 

19,591

 

 

7,359,201

James W.P. Reid-Anderson

67,534,611

 

 

1,445,774

 

19,781

 

 

7,359,201

Ronald G. Spaeth

67,535,975

 

 

1,444,845

 

19,346

 

 

7,359,201


Approval of 2011 Incentive Stock Plan

 

For

 

 

Against

 

Abstain

 

 

Broker Non-Vote

 

58,742,880

 

 

10,194,687

 

62,599

 

 

7,359,201


Ratification of Appointment of Ernst & Young LLP

 

For

 

 

Against

 

Abstain

 

 

Broker Non-Vote

 

75,384,279

 

 

944,240

 

30,848

 

 

--


Say-on-pay Vote


For

 

 

Against

 

Abstain

 

 

Broker Non-Vote

 

67,495,774

 

 

1,449,090

 

55,302

 

 

7,359,201




Frequency of Say-on-pay Vote


1 Year

 

 

2 Years

 

3 Years

 

 

Abstain

 

43,833,059

 

 

928,980

 

24,201,076

 

 

37,051









 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 thereunto duly authorized.


 

 

 Dated: May 26, 2011

 Stericycle, Inc.


 

 

 

 

By: 

 /s/ Frank J.M. ten Brink

 

 

 




 

 Frank J.M. ten Brink

 

 Executive Vice President and Chief Financial Officer