STERIS (STE) Proxy filing summary

Executive summary

• Fiscal 2026 marked a record year with revenues up 8.7% to $5.94B and net income rising to $782.3M, driven by strong execution, market share gains, and disciplined capital allocation, including increased dividends and share buybacks.

• The Annual General Meeting is scheduled for July 31, 2026, in Dublin, Ireland, with shareholders voting on key proposals including 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 nine director nominees, ratification of Ernst & Young LLP as independent auditor, appointment and remuneration of Irish statutory auditor, advisory approval of executive compensation, renewal of share issuance authority, and opt-out of pre-emption rights.

• All proposals are unanimously recommended by the Board, with most requiring a simple majority except the opt-out of pre-emption rights, which requires 75% approval.

• Shareholder proposals and director nominations must comply with detailed procedural and disclosure requirements as outlined in the Articles.

Board of directors and corporate governance

• The Board consists of ten members, with nine standing for election; 89% are independent and 44% are diverse by gender or race.

• Four standing committees oversee audit, compensation, governance, and compliance/technology, each with independent members and written charters.

• Annual self-evaluations, robust stock ownership guidelines, and no shareholder rights plan are in place.

• Shareholder rights include the ability to call meetings and nominate directors under specified conditions.