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 2, 2019
Stericycle, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
Delaware |
|
1-37556 |
|
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)
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
|
Common Stock, par value $.01 per share |
SRCL |
Nasdaq Global Select Market |
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))
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 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 2, 2019, Stericycle, Inc. (the “Company”) announced that Janet H. Zelenka will join the Company on June 1, 2019 to serve as the Company’s Executive Vice President and Chief Financial Officer.
Ms. Zelenka, age 60, most recently served as Senior Vice President and Chief Financial Officer of Essendant Inc. (“Essendant”), a wholesale distributor of office supplies, a position she held from 2017 until Essendant’s acquisition by Sycamore Partners in January 2019. Ms. Zelenka served as Essendant’s Senior Vice President and Chief Information Officer from 2015 to 2017 and as Senior Vice President, Business Integration and Intelligence from 2014-2015. Prior to that, she served 11 years with Essendant in various finance and auditing roles. Prior to Essendant, Ms. Zelenka spent 16 years with SBC/Ameritech in a range of IT, financial, and operational roles.
Ms. Zelenka will participate in the Company’s compensation programs on terms consistent with her position as the Executive Vice President and Chief Financial Officer of the Company.
There are no arrangements or understandings between Ms. Zelenka and any other persons pursuant to which she was appointed as Executive Vice President and Chief Financial Officer and no family relationships among any of the Company’s directors or executive officers and Ms. Zelenka. Ms. Zelenka has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
As previously announced, Daniel V. Ginnetti, the Company’s current Executive Vice President and Chief Financial Officer, will transition to become Executive Vice President of International when Ms. Zelenka joins the Company.
Item 9.01.Financial Statements and Exhibits
|
(d) |
Exhibits
|
|
|
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 2, 2019 |
Stericycle, Inc. |
|
|
|
|
|
|
By: |
/s/ Daniel V. Ginnetti |
|
|
|
|
|
|
Daniel V. Ginnetti |
|
|
|
Executive Vice President and Chief Financial Officer |
|
Exhibit 99.1
Investor Relations 847-607-2012
Stericycle Announces CFO and New Senior Leaders
Janet Zelenka to become CFO
Dominic Culotta and Cory White join the Executive Team
LAKE FOREST, Ill., May 2, 2019 – Stericycle, Inc. (Nasdaq: SRCL) today announced that Janet H. Zelenka has been appointed Executive Vice President and Chief Financial Officer, effective June 1, 2019.
Ms. Zelenka brings deep financial, IT and operational experience to Stericycle. She joins Stericycle after 15 years with Essendant Inc., most recently serving as Chief Financial Officer until the company’s acquisition by Sycamore Partners earlier this year. While at Essendant, she also served five years in the roles of Chief Information Officer and Senior Vice President of Business Integration during a transformational period for the company, six years in Vice-President roles in Finance and Pricing, and four years supporting the audit function as either Vice President and General Auditor or as a Sarbanes-Oxley consultant. Prior to Essendant, Ms. Zelenka spent 16 years at SBC/Ameritech (AT&T) in a range of IT, financial, and operational roles.
“During this transformational time for Stericycle, I am pleased to add a CFO with such a strong breadth of expertise across corporate finance, accounting, information technology and operations,” said Cindy Miller, Stericycle’s Chief Executive Officer. “Janet’s proven transformational leadership experience will make her a valuable addition to our team as we implement a global enterprise resource planning platform (ERP) and reposition Stericycle for long-term growth and improved profitability.”
As previously announced, Daniel V. Ginnetti, Stericycle’s current CFO, will transition to become Executive Vice President of International when Ms. Zelenka joins the Company.
In addition to Ms. Zelenka, Stericycle announced the addition of two new executives as part of the final phase of a formal plan to ensure the Company has a senior leadership team with the skills and experiences necessary to drive future performance and a successful business transformation.
Dominic Culotta joined the executive team in the newly created role of Executive Vice President and Chief Engineer. Mr. Culotta brings more than 35 years of operational and engineering expertise to Stericycle, including extensive international experience improving customer service levels and cost efficiencies for multi-billion-dollar global service lines through the implementation of technology-based solutions. He will be responsible for developing an
Exhibit 99.1
industrial engineering competency within Stericycle to drive competitive advantages and cost improvement. Additionally, he will be responsible for the optimization of fleet logistics and plant engineering operations while positioning Stericycle to leverage best-in-class engineering capabilities.
S. Cory White joined Stericycle as Executive Vice President of Communication and Related Services (“CRS”). Mr. White has 20 years of executive management experience in the areas of outsourced business processes, healthcare and technology-enabled services. He has a proven track record of transforming companies for the future by establishing a clear organizational vision, building strong customer relationships, and developing high performing teams. Mr. White will be responsible for refocusing Stericycle’s Expert Recall and Communication Solutions businesses on growth and improving profitability to better enable the pursuit of strategic alternatives for the CRS business.
In a separate press release issued today, Stericycle released its results for the first quarter of 2019. As previously announced, the Company is holding a conference call on May 2, 2019, at 4:00 p.m. central time. Dial 866-516-6872 at least 5 minutes before start time. Presentation materials will be posted prior to the conference call at http://investors.stericycle.com. A replay will be available for 30 days by dialing 855‑859‑2056 or 404‑537‑3406, access code 3957119.
Stericycle, Inc., (Nasdaq: SRCL) is a U.S. based business-to-business services company and leading provider of compliance-based solutions that protect people and brands, promote health and safeguard the environment. Stericycle serves more than one million customers in all 50 U.S. states and 21 countries worldwide with solutions for regulated waste management, secure information destruction, compliance and customer contact. For more information about Stericycle, please visit www.stericycle.com.
FOR FURTHER INFORMATION CONTACT: Stericycle Investor Relations at 847-607-2012