SOTERA HEALTH CO. 2023-2024 Proxy Voting Records

Description as filed by funds: Elect the following Class I nominees for director to hold office until the 2027 Annual Meeting of Shareholders and until their successors have been duly elected and qualified: Constantine S. Mihas

SOTERA HEALTH CO.’s own tally for this item (“Elect Director: Constantine S. Mihas”): 247,637,962 for, 25,121,299 against, per its Form 8-K filed May 24, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of Directors Based on the votes set forth above, each director nominee was duly elected to serve until the 2027 annual meeting of shareholders and until his successor is duly elected and qualified.”
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 67 asset managers below reported 37,089,812 for, 7,636,579 against, 25,813 abstained.

Showing the 25 largest of 67 asset managers. See all 67 in the interactive database.

Description as filed by funds: Elect the following Class I nominees for director to hold office until the 2027 Annual Meeting of Shareholders and until their successors have been duly elected and qualified: David E. Wheadon, M.D.

SOTERA HEALTH CO.’s own tally for this item (“Elect Director: David E. Wheadon, M.D.”): 251,978,688 for, 20,939,001 against, per its Form 8-K filed May 24, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of Directors Based on the votes set forth above, each director nominee was duly elected to serve until the 2027 annual meeting of shareholders and until his successor is duly elected and qualified.”
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 67 asset managers below reported 40,428,586 for, 4,297,805 against, 25,813 abstained.

Showing the 25 largest of 67 asset managers. See all 67 in the interactive database.

Description as filed by funds: Elect the following Class I nominees for director to hold office until the 2027 Annual Meeting of Shareholders and until their successors have been duly elected and qualified: James C. Neary

SOTERA HEALTH CO.’s own tally for this item (“Elect Director: James C. Neary”): 247,632,361 for, 25,124,250 against, per its Form 8-K filed May 24, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of Directors Based on the votes set forth above, each director nominee was duly elected to serve until the 2027 annual meeting of shareholders and until his successor is duly elected and qualified.”
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 67 asset managers below reported 37,087,354 for, 7,636,579 against, 28,271 abstained.

Showing the 25 largest of 67 asset managers. See all 67 in the interactive database.

Description as filed by funds: Elect the following Class I nominees for director to hold office until the 2027 Annual Meeting of Shareholders and until their successors have been duly elected and qualified: Michael B. Petras, Jr.

SOTERA HEALTH CO.’s own tally for this item (“Elect Director: Michael B. Petras, Jr.”): 258,218,317 for, 14,541,035 against, per its Form 8-K filed May 24, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of Directors Based on the votes set forth above, each director nominee was duly elected to serve until the 2027 annual meeting of shareholders and until his successor is duly elected and qualified.”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 67 asset managers below reported 41,483,050 for, 3,243,341 against, 25,813 abstained.

Showing the 25 largest of 67 asset managers. See all 67 in the interactive database.

Description as filed by funds: APPROVE AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ADOPT PROVISIONS ALLOWING OFFICER EXCULPATION CONSISTENT WITH DELAWARE LAW.

SOTERA HEALTH CO.’s own tally for this item (“4. Approval of Officer Exculpation Amendment to Amended and Restated Certificate of Incorporation”): 237,774,859 for, 34,993,758 against — passed, per its Form 8-K filed May 24, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Based on the votes set forth above, shareholders approved the amendment to the Certificate of Incorporation to adopt provisions allowing officer exculpation consistent with Delaware law.”
Support: 87% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 67 asset managers below reported 29,426,463 for, 15,299,928 against, 25,813 abstained.

Showing the 25 largest of 67 asset managers. See all 67 in the interactive database.

Description as filed by funds: Approve, on an advisory, non- binding basis, our named executive officers' compensation.

SOTERA HEALTH CO.’s own tally for this item (“2. Advisory Approval of Named Executive Officer Compensation”): 267,658,420 for, 5,255,645 against — passed, per its Form 8-K filed May 24, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Based on the votes set forth above, shareholders approved the advisory resolution for the compensation of the Company's named executive officers.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 66 managers: 44,611,255 for, 114,971 against, 25,813 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 185 managers: 213,603,564 for, 4,342,249 against, 5,116 abstained. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT AUDITORS FOR 2024.

SOTERA HEALTH CO.’s own tally for this item (“2 3. Ratification of Appointment of Independent Registered Public Accounting Firm”): 274,569,360 for, 272,260 against — passed, per its Form 8-K filed May 24, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Based on the votes set forth above, shareholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 64 asset managers below reported 44,667,891 for, 307 against, 25,813 abstained.

Showing the 25 largest of 64 asset managers. See all 64 in the interactive database.