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): March 7, 2011
STERICYCLE, INC.
(Exact name of registrant as specified in its charter)
Delaware
0-21229
36-3640402
(State or other juris-
(Commission file
(IRS employer
diction of incorporation)
number)
identification number)
28161 North Keith Drive
Lake Forest, Illinois 60045
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(847) 367-5910
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligations 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))
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Events
On March 7, 2011, our board of directors amended our amended and restated bylaws to provide that in an uncontested election, a nominee for election as a director must receive a majority of the votes cast in order to be elected as a director, i.e., the nominee must receive more “for” votes than “against” votes, with abstentions and broker non-votes not having any effect on the voting. An incumbent director who is not re-elected is required to tender his resignation as a director, and our Nominating and Governance Committee will then review the circumstances and recommend to the Board whether to accept or reject the director’s resignation or take any other action. The Board is required to act on this recommendation and publicly disclose its decision and the rationale behind its decision within 90 days from the date that the election results are certified.
This summary of the amendment is qualified in its entirety by the actual text of the amendment. A copy of the amendment is filed with this Report as Exhibit 3(ii).1.
Item 9.01
Financial States and Exhibits
(d)
Exhibits
The following exhibit is filed with this report:
3(ii).1
Amendment to Bylaws
2
Signature
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.
Date: March 11, 2011.
Stericycle, Inc.
By
/s/ FRANK J.M. TEN BRINK
Frank J.M. ten Brink
Executive Vice President and
Chief Financial Officer
3
Exhibit 3(ii).1
Amendment to Bylaws
1.
Section 2.6 (“Voting”) of the Company’s amended and restated bylaws is amended to read as follows:
2.6
Voting
Each holder of common stock shall be entitled to one vote for each share of common stock that he holds of record. When a quorum is present at any meeting of stockholders, the affirmative vote of holders of a majority of the shares present in person or represented by proxy, entitled to vote on a matter and voting shall decide the matter, except as provided in section 3.2 of Article 3 or when a different vote is required by law or by the Corporation’s certificate of incorporation.
2.
Section 3.2 (“Number and Term of Office”) of the Company’s amended and restated bylaws is amended to read as follows:
3.2
Number and Term of Office
The number of directors constituting the board of directors shall be nine. The number of directors may be changed by a resolution of the board of directors or the stockholders, but if changed, no decrease in the number of directors shall affect the term of any incumbent. Directors shall be elected at the annual meeting of stockholders. Each director shall be elected by the vote of a majority of the votes cast in respect of the director’s election, with the exception that if the number of nominees for election exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the shares present in person or represented by proxy and entitled to vote on the election of directors. For purposes of this section 3.2, a “majority of the votes cast” means that the number of shares voted “for” the director’s election exceeds the number of shares voted “against” the director’s election. If an incumbent director is not re-elected, the director shall tender his resignation to the Board of Directors. The Nominating and Governance Committee shall make a recommendation to the Board whether to accept or reject the director’s resignation or whether other action should be taken. The Board shall act on the Committee's recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of certification of the election results. The director who tendered his resignation shall not participate in Committee’s deliberations (if he is a member of the Committee) or in the Board’s decision. Each director shall hold office until his successor is elected or until his earlier death, resignation or removal. Despite the expiration of a director’s term, the director shall continue to serve in office until the next meeting of stockholders at which directors are elected. Directors need not be stockholders of the Corporation.