STERIS (STE) Proxy Filing summary

Executive summary

• Fiscal 2025 saw 6% revenue growth, with net income rising to $614.6M and robust cash flow from operations, aided by the divestiture of the dental business and restructuring initiatives for future cost savings.

• The Annual Meeting is scheduled for July 31, 2025, with shareholders voting on director elections, auditor appointments, executive compensation, and share issuance authorities.

• Proxy materials, including the annual report and statutory accounts, are available online, and shareholders are encouraged to vote by proxy if not attending in person.

Voting matters and shareholder proposals

• Shareholders will vote on the election of 10 directors, ratification of Ernst & Young LLP as independent auditor, appointment and remuneration of the Irish statutory auditor, advisory approval of executive compensation, renewal of the Board's authority to issue shares, and opt-out of statutory pre-emption rights.

• The Board unanimously recommends voting “FOR” all proposals 1 through 7.

• Shareholder nominations and proposals must comply with detailed requirements and deadlines as outlined in the Articles and proxy statement.

Board of directors and corporate governance

• The Board consists of 10 members, with all but one being independent; annual director elections are held.

• Committees include Audit, Compensation and Organization Development, Nominating and Governance, and Compliance and Technology, all with independent members.

• Governance practices include annual self-evaluations, robust stock ownership guidelines, clawback policies, and no poison pill.

• Shareholder rights include the ability to call meetings and submit proposals under Irish law.