Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
The Board of Directors (the "Board") of STERIS plc (the "Company") increased its
size from ten to eleven members on May 5, 2021, and appointed Paul E. Martin to
serve as Director effective as of that date.
Mr. Martin, age 63, most recently served as the Senior Vice President and Chief
Information Officer of Baxter International, from January 1, 2011 to October
2020. He is a member of the Board of Directors of Unisys Corporation, Ping
Identity Holding Corp. and Owens Corning, a member of the Audit and Finance
Committee of Unisys Corporation and chair of its Security and Risk Committee, a
member of the Audit and Finance Committees of Owens Corning, and a member of the
Audit Committee of Ping Identity.
Mr. Martin will receive a prorated fee of $72,500 for the remainder of the
Board's 2020-21 term of office, which will be payable in career restricted stock
units granted in conjunction with the Company's Non-Employee Director
Compensation Program. Mr. Martin will be eligible for the same indemnification
program as the other members of the Board.
On May 5, 2021, David Lewis advised the Board that he was retiring as a Board
member on July 29, 2021, upon the holding of the Company's annual general
meeting of shareholders. As previously announced, Walter Rosebrough, Jr. also
will cease to serve as a Director at that time, with Daniel Carestio remaining
as a Board member. Immediately following the annual general meeting, the Board
is expected to decrease the number of Board seats from eleven to nine.
Item 7.01 Regulation FD Disclosure
On May 11, 2021, the Company issued a press release announcing the changes to
the Board. The press release is attached hereto as Exhibit 99.1.
The information contained in this Item 7.01 of this Current Report on Form 8-K
and Exhibit 99.1 attached hereto is being furnished to the Securities and
Exchange Commission and shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that Section. Furthermore, the information contained in this Item
7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall
not be deemed to be incorporated by reference into any registration statement or
other document filed pursuant to the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No. Description
99.1 Press release issued by STERIS plc on May 11, 2021 announcing the
appointment of new Director and a change in Board size
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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