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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 21, 2026
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SOTERA HEALTH COMPANY
(Exact Name of Registrant as Specified in its Charter)
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| Delaware | | 001-39729 | | 47-3531161 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
9100 South Hills Blvd, Suite 300
Broadview Heights, Ohio 44147
(Address of Principal Executive Offices) (Zip Code)
(440) 262-1410
(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 (see General Instruction A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| Title of Each Class | | Trading Symbol | | Name of Exchange on which registered |
| Common stock, $0.01 par value per share | | SHC | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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.
Sotera Health Company (the “Company”) held its 2026 annual meeting of stockholders on May 21, 2026 (the “Annual Meeting”). At the Annual Meeting, the stockholders (1) elected all four director nominees as Class III directors to serve a three-year term until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified, (2) approved, on an advisory basis, the compensation of the Company’s named executive officers, and (3) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
The final results on each of the matters submitted to a vote are as follows:
1.Election of Directors
| | | | | | | | | | | | | | | | | |
| Name | For | | Withheld | | Broker Non-Votes |
| Sean L. Cunningham | 226,297,734 | | 38,018,512 | | 3,273,595 |
| Richard G. Kyle | 260,365,658 | | 3,950,588 | | 3,273,595 |
| Vincent K. Petrella | 251,933,894 | | 12,382,352 | | 3,273,595 |
| Christopher A. Simon | 253,840,543 | | 10,475,703 | | 3,273,595 |
2.Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers
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| For | | Against | | Abstain | | Broker Non-Votes |
| 257,678,396 | | 6,586,053 | | 51,797 | | 3,273,595 |
3.Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 267,310,915 | | 223,069 | | 55,857 | | N/A |
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.
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| Sotera Health Company (Registrant) |
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| Date: May 22, 2026 | By: | | /s/ Erika Ostrowski |
| | | Erika Ostrowski |
| | | Senior Vice President, General Counsel and Corporate Secretary |