UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
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): January 2, 2025
_______________________
(Exact Name of Registrant as Specified in Charter)
_______________________
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| 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:
| Title of Each Class | Trading Symbol | Name of Exchange on which registered | ||||||||||||
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 8.01. Other Events.
On January 2, 2025, the Board of Directors (the “Board”) of Sotera Health Company appointed Vincent K. Petrella, an independent member of the Board, to serve as Lead Independent Director of the Board.
A copy of the press release regarding the appointment of Mr. Petrella as Lead Independent Director of the Board is attached hereto as Exhibit 99.1 and is incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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.
Sotera Health Company (Registrant) | |||||||||||
| Date: January 6, 2025 | By: | /s/ Jonathan M. Lyons | |||||||||
| Jonathan M. Lyons | |||||||||||
| Senior Vice President and Chief Financial Officer | |||||||||||
Exhibit 99.1
Sotera Health Company Appoints Vincent K. Petrella as Lead Independent Director
CLEVELAND, OH, January 6, 2025 - Sotera Health Company (Nasdaq: SHC), a leading global provider of mission-critical end-to-end sterilization solutions and lab testing and advisory services for the healthcare industry, is pleased to announce today the appointment of Vincent K. Petrella as Lead Independent Director, effective January 2, 2025.
Mr. Petrella, who has served on Sotera Health Company’s Board of Directors since 2020, brings a wealth of experience and a deep understanding of the Company’s strategic vision and operations. In this newly appointed role, Mr. Petrella will serve as a key liaison among the Board, management and shareholders.
Mr. Petrella has decades of public company executive leadership and board experience. “Since joining our Board, Vince’s experience, insight and engagement have been invaluable as chairperson of our Audit Committee. We are delighted to benefit from his continued knowledge and guidance as our Lead Independent Director,” said Michael B. Petras, Jr., Sotera Health Chairman and Chief Executive Officer.
“It is a great privilege to engage with Sotera Health leadership and the Board, and I’m excited by this opportunity to lead in an expanded way,” Mr. Petrella said. “I appreciate the confidence of the Board and look forward to continuing to support Sotera Health and drive shareholder value.”
About Vincent K. Petrella
Mr. Petrella served as the Executive Vice President, Chief Financial Officer and Treasurer at Lincoln Electric Holdings, Inc., a welding, cutting and brazing products manufacturer from 2004 until April 2020. He is currently a board member of Applied Industrial Technologies, Inc. and the Gorman-Rupp Company.
About Sotera Health
Sotera Health Company is a leading global provider of mission-critical end-to-end sterilization solutions and lab testing and advisory services for the healthcare industry. Sotera Health goes to market through three businesses – Sterigenics®, Nordion® and Nelson Labs®. Sotera Health is committed to its mission, Safeguarding Global Health®.
Updates can be found from time to time on recent developments in matters relevant to investors on the Investor Relations section of the Company’s website at Investor Relations | Sotera Health. For developments related to Ethylene Oxide, updates can be found at Ethylene Oxide | Sotera Health.
INVESTOR RELATIONS CONTACT
Jason Peterson
Vice President, Investor Relations & Treasurer
IR@soterahealth.com
MEDIA CONTACT
Kristin Gibbs
Chief Marketing Officer
kgibbs@soterahealth.com
Source: Sotera Health Company