0001020569false00010205692022-05-102022-05-10





UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 10, 2022

IRON MOUNTAIN INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)
1-1304523-2588479
(Commission File Number)(IRS Employer Identification No.)
One Federal Street, Boston, Massachusetts
(Address of Principal Executive Offices)
2110
(Zip Code)

(617) 535-4766
(Registrant’s Telephone Number, Including Area Code)

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 CFR 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))


Securities Registered Pursuant to Section 12(b) of the Act:


Title of Each ClassTrading Symbol(s)Name Of Each Exchange On Which Registered
Common Stock, $.01 par value per shareIRMNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.07.    Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders of Iron Mountain Incorporated (the “Company”), held on May 10, 2022 (the “Annual Meeting”), the Company’s stockholders elected eleven directors, each for a one-year term of office to serve until the Company’s 2023 Annual Meeting of Stockholders, or until their successors are elected and qualified. The nominated directors received the following votes:

NameForAgainstAbstainBroker Non-Vote
Jennifer Allerton
194,723,154
784,728
1,335,492
45,695,915
Pamela M. Arway
184,439,699
11,058,174
1,345,501
45,695,915
Clarke H. Bailey
187,594,622
7,856,991
1,391,761
45,695,915
Kent P. Dauten
187,686,407
7,753,521
1,403,446
45,695,915
Monte Ford
194,191,184
1,254,693
1,397,497
45,695,915
Robin L. Matlock
194,215,558
1,258,030
1,369,786
45,695,915
William L. Meaney
193,903,159
1,565,157
1,375,058
45,695,915
Wendy J. Murdock
194,676,529
792,359
1,374,486
45,695,915
Walter C. Rakowich
192,687,817
2,753,379
1,402,178
45,695,915
Doyle R. Simons
194,147,787
1,281,808
1,413,779
45,695,915
Alfred J. Verrecchia
188,909,051
6,542,923
1,391,400
45,695,915


At the Annual Meeting, the Company’s stockholders approved a nonbinding advisory resolution on the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K in the Company’s Proxy Statement for the Annual Meeting dated March 31, 2022. This proposal received the following votes:

ForAgainstAbstainBroker Non-Vote
185,348,376

 9,548,084

1,946,914
45,695,915

At the Annual Meeting, the Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. This proposal received the following votes:

ForAgainstAbstain
235,747,079

5,309,992

  1,482,218

The results reported above are final voting results.

Item 8.01.    Other Events.

Committee Appointments

On May 10, 2022, upon recommendation from the Company’s Nominating and Governance Committee (the “Nominating and Governance Committee”), the Board of Directors approved the appointment of the following members of the Company’s Audit, Compensation and Nominating and Governance Committees, effective May 10, 2022:



Audit Committee
Walter Rakowich, Chair
Jennifer Allerton
Clarke H. Bailey
Kent P. Dauten
Compensation Committee
Wendy J. Murdock, Chair
Pamela M. Arway
Monte Ford
Robin L. Matlock
Doyle R. Simons
Nominating and Governance Committee
Alfred J. Verrecchia, Chair
Pamela M. Arway
Clarke H. Bailey
Kent P. Dauten
Walter C. Rakowich
The Company also has a Finance Committee and a Risk and Safety Committee, neither of which are required by the rules of the New York Stock Exchange. On May 10, 2022, the Board of Directors, upon recommendation from the Nominating and Governance Committee, approved the appointment of the following members to these committees, effective May 10, 2022:

Finance Committee
Doyle R. Simons, Chair
Kent P. Dauten
Wendy J. Murdock
Walter C. Rakowich

Risk and Safety Committee
Monte Ford, Chair
Jennifer Allerton
Clarke H. Bailey
Robin L. Matlock


Item 9.01.             Financial Statements and Exhibits.
 
(d)  Exhibits
 
101    Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104    The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.





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 hereunto duly authorized.

IRON MOUNTAIN INCORPORATED
By:/s/ Barry Hytinen
Name:Barry Hytinen
Title:Executive Vice President and Chief Financial Officer


Date: May 11, 2022