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Compiled from SEC Form N-PX filings and Sotera Health Company’s Form 8-K, filed May 23, 2025 (Item 5.07 on EDGAR). Page generated October 18, 2026.
Meeting of May 21, 2025: 5 items on Sotera Health Company’s Form 8-K, filed May 23, 2025: 2 approved · 3 without a stated outcome.
None.
Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided
Explore Sotera Health Company in the interactive database Compare manager voting policies
These tallies are Sotera Health Company’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 23, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Ruoxi Chen | 250,529,768 | -- | -- | 24,438,535 | 911,848 | 91% | Not verified | — |
| Elect Director: Karen A. Flynn | 268,380,572 | -- | -- | 6,587,731 | 911,848 | 98% | Not verified | — |
| Elect Director: Ann R. Klee | 245,999,274 | -- | -- | 28,969,029 | 911,848 | 89% | Not verified | — |
| 2. Advisory Approval of Named Executive Officer Compensation | 272,812,479 | 1,865,802 | 290,022 | -- | 911,848 | 99.3% | Approved | — |
| 3. Ratification of Appointment of Independent Registered Public Accounting Firm | 275,831,763 | 1,851 | 46,537 | -- | -- | 99.9% | Approved | — |
Source: Sotera Health Company, Form 8-K, filed with the SEC on May 23, 2025 — read the filing on EDGAR.
Each item below shows how the 248 asset managers that disclosed a Sotera Health Company vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.
Combines 6 wordings of this item as funds reported it.
89% Majority: yes · of votes cast
Description as filed by funds: Elect the three following Class II director nominees to serve until the 2028 Annual Meeting of Stockholders: Ann R. Klee
Sotera Health Company’s own tally for this item (“Elect Director: Ann R. Klee”): 245,999,274 for, 28,969,029 withheld, per its Form 8-K filed May 23, 2025 (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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 89% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 64 asset managers below reported 34,269,969 for, 5,016,867 withheld, 0 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 16,022,090 | 0 | 0 | 1,267 | For |
| T. Rowe Price | 5,158,321 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,919,433 | 0 | 0 | 1,185,882 | Mixed |
| BlackRock | 4,983,081 | 0 | 0 | 0 | For |
| Fidelity | 1,435,091 | 0 | 0 | 60,365 | For |
| Dimensional | 0 | 0 | 0 | 1,397,882 | Withhold |
| Charles Schwab | 1,390,726 | 0 | 0 | 0 | For |
| MERIDIAN FUND INC | 382,496 | 0 | 0 | 0 | For |
| State Street | 297 | 0 | 0 | 349,300 | Withhold |
| Jackson National | 0 | 0 | 0 | 302,126 | Withhold |
| TIAA | 259,701 | 0 | 0 | 0 | For |
| Equitable | 62,964 | 0 | 0 | 183,446 | Mixed |
| Northwestern Mutual | 141,263 | 0 | 0 | 73,223 | Mixed |
| AIG/SunAmerica | 0 | 0 | 0 | 167,909 | Withhold |
| John Hancock | 30,909 | 0 | 0 | 121,951 | Mixed |
| Northern Trust | 0 | 0 | 0 | 134,647 | Withhold |
| Columbia Threadneedle | 0 | 0 | 0 | 130,480 | Withhold |
| MASTER INVESTMENT PORTFOLIO | 90,039 | 0 | 0 | 0 | For |
| Brighthouse | 0 | 0 | 0 | 88,669 | Withhold |
| BNY Mellon | 0 | 0 | 0 | 82,614 | Withhold |
| 2023 ETF Series Trust | 0 | 0 | 0 | 80,336 | Withhold |
| MoA Funds Corp | 0 | 0 | 0 | 77,891 | Withhold |
| Morgan Stanley | 74,896 | 0 | 0 | 0 | For |
| Lincoln Financial | 0 | 0 | 0 | 74,073 | Withhold |
| Empower | 0 | 0 | 0 | 70,935 | Withhold |
Showing the 25 largest of 64 asset managers. See all 64 in the interactive database.
Combines 6 wordings of this item as funds reported it.
98% Majority: yes · of votes cast
Description as filed by funds: Elect the three following Class II director nominees to serve until the 2028 Annual Meeting of Stockholders: Karen A. Flynn
Sotera Health Company’s own tally for this item (“Elect Director: Karen A. Flynn”): 268,380,572 for, 6,587,731 withheld, per its Form 8-K filed May 23, 2025 (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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 64 asset managers below reported 37,520,446 for, 1,766,390 withheld, 0 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 16,023,358 | 0 | 0 | 0 | For |
| T. Rowe Price | 5,158,321 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 5,105,315 | 0 | 0 | 0 | For |
| BlackRock | 4,983,081 | 0 | 0 | 0 | For |
| Fidelity | 1,495,456 | 0 | 0 | 0 | For |
| Dimensional | 0 | 0 | 0 | 1,397,882 | Withhold |
| Charles Schwab | 1,390,726 | 0 | 0 | 0 | For |
| MERIDIAN FUND INC | 382,496 | 0 | 0 | 0 | For |
| State Street | 349,597 | 0 | 0 | 0 | For |
| Jackson National | 245,852 | 0 | 0 | 56,274 | Mixed |
| TIAA | 259,701 | 0 | 0 | 0 | For |
| Equitable | 62,964 | 0 | 0 | 183,446 | Mixed |
| Northwestern Mutual | 214,486 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 167,909 | 0 | 0 | 0 | For |
| John Hancock | 121,516 | 0 | 0 | 31,344 | Mixed |
| Northern Trust | 134,647 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 130,480 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 90,039 | 0 | 0 | 0 | For |
| Brighthouse | 60,334 | 0 | 0 | 28,335 | Mixed |
| BNY Mellon | 82,614 | 0 | 0 | 0 | For |
| 2023 ETF Series Trust | 80,336 | 0 | 0 | 0 | For |
| MoA Funds Corp | 77,891 | 0 | 0 | 0 | For |
| Morgan Stanley | 74,896 | 0 | 0 | 0 | For |
| Lincoln Financial | 48,193 | 0 | 0 | 25,880 | Mixed |
| Empower | 70,935 | 0 | 0 | 0 | For |
Showing the 25 largest of 64 asset managers. See all 64 in the interactive database.
Combines 6 wordings of this item as funds reported it.
91% Majority: yes · of votes cast
Description as filed by funds: Elect the three following Class II director nominees to serve until the 2028 Annual Meeting of Stockholders: Ruoxi Chen
Sotera Health Company’s own tally for this item (“Elect Director: Ruoxi Chen”): 250,529,768 for, 24,438,535 withheld, per its Form 8-K filed May 23, 2025 (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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 91% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 64 asset managers below reported 35,140,178 for, 4,146,657 withheld, 0 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 16,022,090 | 0 | 0 | 1,267 | For |
| T. Rowe Price | 5,158,321 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 3,919,433 | 0 | 0 | 1,185,882 | Mixed |
| BlackRock | 4,983,081 | 0 | 0 | 0 | For |
| Fidelity | 1,435,091 | 0 | 0 | 60,365 | For |
| Dimensional | 0 | 0 | 0 | 1,397,882 | Withhold |
| Charles Schwab | 1,390,726 | 0 | 0 | 0 | For |
| MERIDIAN FUND INC | 382,496 | 0 | 0 | 0 | For |
| State Street | 349,366 | 0 | 0 | 231 | For |
| Jackson National | 0 | 0 | 0 | 302,126 | Withhold |
| TIAA | 259,701 | 0 | 0 | 0 | For |
| Equitable | 62,964 | 0 | 0 | 183,446 | Mixed |
| Northwestern Mutual | 214,486 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 0 | 0 | 0 | 167,909 | Withhold |
| John Hancock | 30,909 | 0 | 0 | 121,951 | Mixed |
| Northern Trust | 134,647 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 130,480 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 90,039 | 0 | 0 | 0 | For |
| Brighthouse | 0 | 0 | 0 | 88,669 | Withhold |
| BNY Mellon | 0 | 0 | 0 | 82,614 | Withhold |
| 2023 ETF Series Trust | 80,336 | 0 | 0 | 0 | For |
| MoA Funds Corp | 0 | 0 | 0 | 77,891 | Withhold |
| Morgan Stanley | 74,896 | 0 | 0 | 0 | For |
| Lincoln Financial | 48,193 | 0 | 0 | 25,880 | Mixed |
| Empower | 0 | 0 | 0 | 70,935 | Withhold |
Showing the 25 largest of 64 asset managers. See all 64 in the interactive database.
Combines 5 wordings of this item as funds reported it.
99.3% Approved · of votes cast
Description as filed by funds: Approve, on an advisory basis, the compensation of our named executive officers.
Sotera Health Company’s own tally for this item (“2. Advisory Approval of Named Executive Officer Compensation”): 272,812,479 for, 1,865,802 against — passed, per its Form 8-K filed May 23, 2025 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “(2) approved the compensation of the Company's named executive officers on a non-binding advisory basis”
Support: 99.3% 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).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 16,022,065 | 1,293 | 0 | 0 | For |
| T. Rowe Price | 5,158,321 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 5,105,315 | 0 | 0 | 0 | For |
| BlackRock | 4,983,081 | 0 | 0 | 0 | For |
| Fidelity | 1,495,456 | 0 | 0 | 0 | For |
| Dimensional | 1,397,882 | 0 | 0 | 0 | For |
| Charles Schwab | 1,390,726 | 0 | 0 | 0 | For |
| MERIDIAN FUND INC | 382,496 | 0 | 0 | 0 | For |
| State Street | 349,372 | 225 | 0 | 0 | For |
| Jackson National | 302,126 | 0 | 0 | 0 | For |
| TIAA | 259,701 | 0 | 0 | 0 | For |
| Equitable | 246,410 | 0 | 0 | 0 | For |
| Northwestern Mutual | 214,486 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 167,909 | 0 | 0 | 0 | For |
| John Hancock | 152,860 | 0 | 0 | 0 | For |
| Northern Trust | 134,647 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 130,480 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 90,039 | 0 | 0 | 0 | For |
| Brighthouse | 60,334 | 0 | 28,335 | 0 | Mixed |
| BNY Mellon | 82,614 | 0 | 0 | 0 | For |
| 2023 ETF Series Trust | 0 | 80,336 | 0 | 0 | Against |
| MoA Funds Corp | 77,891 | 0 | 0 | 0 | For |
| Morgan Stanley | 74,896 | 0 | 0 | 0 | For |
| Lincoln Financial | 74,073 | 0 | 0 | 0 | For |
| Empower | 70,935 | 0 | 0 | 0 | For |
Fund voting reports, all 64 managers: 39,118,243 for, 140,258 against, 28,335 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| GTCR LLC | 49,268,599 | 0 | 0 | 0 | For |
| Darsana Capital Partners LP | 20,010,000 | 0 | 0 | 0 | For |
| Sachem Head Capital Management LP | 7,910,000 | 0 | 0 | 0 | For |
| T. Rowe Price | 7,890,634 | 0 | 0 | 0 | For |
| TPG GP A, LLC | 6,751,265 | 0 | 0 | 0 | For |
| Sessa Capital IM, L.P. | 6,300,597 | 0 | 0 | 0 | For |
| Janus Henderson | 5,592,549 | 0 | 0 | 0 | For |
| Sculptor Capital LP | 5,288,874 | 0 | 0 | 0 | For |
| BlackRock | 4,301,974 | 56,533 | 0 | 0 | For |
| MIG Capital, LLC | 4,283,506 | 0 | 0 | 0 | For |
| Two Seas Capital LP | 3,246,136 | 0 | 0 | 0 | For |
| State Street | 3,138,830 | 567 | 0 | 0 | For |
| Irenic Capital Management LP | 3,092,226 | 0 | 0 | 0 | For |
| LAKEWOOD CAPITAL MANAGEMENT, LP | 2,533,551 | 0 | 0 | 0 | For |
| ArrowMark Colorado Holdings LLC | 1,960,243 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 1,719,189 | 0 | 0 | 0 | For |
| Charles Schwab | 1,415,070 | 0 | 0 | 0 | For |
| MELLON INVESTMENTS Corp | 862,896 | 0 | 0 | 0 | For |
| Northern Trust | 719,728 | 424 | 0 | 0 | For |
| WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC | 682,986 | 0 | 0 | 0 | For |
| Bronte Capital Management Pty Ltd. | 665,404 | 0 | 0 | 0 | For |
| Inherent Management Corp. | 597,299 | 0 | 0 | 0 | For |
| Dimensional | 491,259 | 0 | 0 | 0 | For |
| Kintayl Capital LP | 0 | 0 | 0 | 419,796 | Withhold |
| Vanguard | 398,815 | 0 | 0 | 0 | For |
Institutional-manager reports, all 203 managers: 143,268,632 for, 749,580 against, 419,796 withheld, 4,110 abstained. Showing the 25 largest; see all in the interactive database.
Combines 2 wordings of this item as funds reported it.
99.9% Approved · of votes cast
Description as filed by funds: RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025.
Sotera Health Company’s own tally for this item (“3. Ratification of Appointment of Independent Registered Public Accounting Firm”): 275,831,763 for, 1,851 against — passed, per its Form 8-K filed May 23, 2025 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “(3) ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 61 asset managers below reported 39,180,609 for, 28,335 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 16,023,358 | 0 | 0 | 0 | For |
| T. Rowe Price | 5,158,321 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 5,105,315 | 0 | 0 | 0 | For |
| BlackRock | 4,983,081 | 0 | 0 | 0 | For |
| Fidelity | 1,495,456 | 0 | 0 | 0 | For |
| Dimensional | 1,397,882 | 0 | 0 | 0 | For |
| Charles Schwab | 1,390,726 | 0 | 0 | 0 | For |
| MERIDIAN FUND INC | 382,496 | 0 | 0 | 0 | For |
| State Street | 349,597 | 0 | 0 | 0 | For |
| Jackson National | 302,126 | 0 | 0 | 0 | For |
| TIAA | 259,701 | 0 | 0 | 0 | For |
| Equitable | 246,410 | 0 | 0 | 0 | For |
| Northwestern Mutual | 214,486 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 167,909 | 0 | 0 | 0 | For |
| John Hancock | 152,860 | 0 | 0 | 0 | For |
| Northern Trust | 134,647 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 130,480 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 90,039 | 0 | 0 | 0 | For |
| Brighthouse | 60,334 | 0 | 28,335 | 0 | Mixed |
| BNY Mellon | 82,614 | 0 | 0 | 0 | For |
| 2023 ETF Series Trust | 80,336 | 0 | 0 | 0 | For |
| MoA Funds Corp | 77,891 | 0 | 0 | 0 | For |
| Morgan Stanley | 74,896 | 0 | 0 | 0 | For |
| Lincoln Financial | 74,073 | 0 | 0 | 0 | For |
| Principal | 63,670 | 0 | 0 | 0 | For |
Showing the 25 largest of 61 asset managers. See all 61 in the interactive database.
Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 283,855,074 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 5.64% |
| 2 | T. Rowe Price | 1.82% |
| 3 | JANUS INVESTMENT FUND | 1.80% |
| 4 | BlackRock | 1.76% |
| 5 | Fidelity | 0.53% |
| 6 | Dimensional | 0.49% |
| 7 | Charles Schwab | 0.49% |
| 8 | MERIDIAN FUND INC | 0.13% |
| 9 | State Street | 0.12% |
| 10 | Jackson National | 0.11% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | GTCR LLC | 17.36% |
| 2 | Darsana Capital Partners LP | 7.05% |
| 3 | Sachem Head Capital Management LP | 2.79% |
| 4 | T. Rowe Price | 2.78% |
| 5 | TPG GP A, LLC | 2.38% |
| 6 | Sessa Capital IM, L.P. | 2.22% |
| 7 | Janus Henderson | 1.97% |
| 8 | Sculptor Capital LP | 1.86% |
| 9 | BlackRock | 1.54% |
| 10 | MIG Capital, LLC | 1.51% |
As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.
| Holder | % outstanding | Disclosure |
|---|---|---|
| James C. Neary | 26.03% | DEF14A |
| Ruoxi Chen | 26.03% | DEF14A |
| Robert B. Knauss | 26.02% | DEF14A |
| Investment funds and entities affiliated with Warburg Pincus | 26.01% | DEF14A |
| Constantine S. Mihas | 17.36% | DEF14A |
| Sean L. Cunningham | 17.36% | DEF14A |
| Investment funds and entities affiliated with GTCR | 17.34% | DEF14A |
| Darsana Capital Partners LP | 8.81% | 13G |
| Sculptor Capital LP | 7.40% | 13G |
| Sessa Capital GP, LLC | 7.24% | 13G |
Percentages above are of 283,855,074 shares outstanding, as reported by Sotera Health Company on its Form 10-Q dated April 25, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from Sotera Health Company’s 10-Q dated April 25, 2025. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.
At Sotera Health Company's shareholder meeting held May 21, 2025, in the 2024-2025 proxy season, 248 asset managers reported how they voted on 5 ballot items in their SEC Form N-PX filings, covering 1,465 separate fund positions. On the most widely held item on that ballot — Approve, on an advisory basis, the compensation of our named executive officers. — Sotera Health Company's filing reports the proposal as approved, with 99.3% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: Sotera Health Company's Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 23, 2025.
Sotera Health Company proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.
Download data (CSV): ballot items · votes by manager · column guide.