Steris : Official notification to shareholders of matters to be brought to a vote ("Proxy")

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

• Preliminary Proxy Statement
• Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

• Definitive Proxy Statement

• Definitive Additional Materials
• Soliciting Material Pursuant to § 240.14a-12

STERIS plc

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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• Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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STERIS plc

A public limited company incorporated in Ireland with company number 595593

Registered office: 70 Sir John Rogerson's Quay

Dublin 2, Ireland

Directors: Richard C. Breeden (U.S.), Cynthia L. Feldman (U.S.), Dr. Jacqueline B. Kosecoff (U.S.), David B. Lewis (U.S.), Walter M Rosebrough, Jr. (U.S.), Dr. Nirav R. Shah (U.S.), Dr. Mohsen M. Sohi (U.S.) and Dr. Richard M. Steeves (British & Canadian)

To Our Shareholders:

The 2019 Annual General Meeting of Shareholders of STERIS plc will be held at 2:00 p.m. Dublin Time, on Tuesday, July 30, 2019 at 70 Sir John Rogerson's Quay, Dublin 2, Ireland. At the Annual General Meeting, shareholders will be asked to vote on a number of matters described in the Notice of 2019 Annual General Meeting of Shareholders, including the re-election of directors for terms expiring at the 2020 Annual General Meeting. We urge our shareholders to vote "FOR" for all proposals presented to shareholders and described in the Notice of 2019 Annual General Meeting of Shareholders.

The formal Notice of 2019 Annual General Meeting of Shareholders and the Proxy Statement containing information relative to the meeting follow this letter. We urge you to read the Proxy Statement carefully and use one of the alternative methods of voting to ensure that your shares will be voted at the 2019 Annual General Meeting.

Please note that if you are a shareholder of record voting by proxy, your vote may not be counted unless it is received no later than 5:00 p.m. Dublin Time (12:00 noon Eastern Daylight Saving Time), on Monday, July 29, 2019.

Sincerely,

WALTER M ROSEBROUGH, JR.

President and Chief Executive Officer

MOHSEN M. SOHI

Chairman of the Board

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STERIS plc

(A public limited company incorporated in Ireland with company number 595593)

NOTICE OF 2019 ANNUAL GENERAL MEETING OF SHAREHOLDERS

To the Holders of Ordinary Shares of STERIS plc:

The 2019 Annual General Meeting (the "Annual Meeting") of shareholders of STERIS plc (the "Company") will be held on Tuesday, July 30, 2019 at 2:00 p.m. (Dublin Time), at 70 Sir John Rogerson's Quay, Dublin 2, Ireland. At the Annual Meeting, you will be asked to consider and vote on the resolutions described below.

Certain of the proposals shareholders of the Company will be asked to consider may not be familiar to them because, unlike many companies with shares traded on the New York Stock Exchange, we are incorporated under the laws of Ireland and subject to the Irish Companies Act 2014, as amended (the "Irish Companies Act"). The Irish Companies Act obligates us to propose certain matters to shareholders for approval that would generally not be subject to periodic approval by shareholders of companies incorporated in the United States but are considered routine items for approval by shareholders of companies incorporated in Ireland. Each of these proposals is described more fully below.

Proposal 1-Ordinary resolutions to elect directors of the Company:

1. To re-elect Richard C. Breeden as a director of the Company.
2. To re-elect Cynthia L. Feldmann as a director of the Company.
3. To re-elect Dr. Jacqueline B. Kosecoff as a director of the Company.
4. To re-elect David B. Lewis as a director of the Company.
5. To re-elect Walter M Rosebrough, Jr. as a director of the Company.
6. To re-elect Dr. Nirav R. Shah as a director of the Company.
7. To re-elect Dr. Mohsen M. Sohi as a director of the Company.
8. To re-elect Dr. Richard M. Steeves as a director of the Company.

Proposal 2-Ordinary resolution regarding ratification of independent registered public accounting firm:

2. To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending March 31, 2020.

Proposal 3-Ordinary resolution to appoint Ernst & Young Chartered Accountants as our Irish statutory auditor:

3. To appoint Ernst & Young Chartered Accountants as the Company's statutory auditor under Irish law to hold office until the conclusion of the Company's next annual general meeting.

Proposal 4-Ordinary resolution regarding our Irish statutory auditor's remuneration:

4. To authorize the board of directors of the Company (the "Board") or the Audit Committee of the Board to determine the remuneration of Ernst & Young Chartered Accountants as the Company's statutory auditor under Irish law.

Notice of Annual Meeting of Shareholders and 2019 Proxy Statement

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Proposal 5-Advisory resolution (to be proposed as an ordinary resolution) on executive compensation:

5. To approve, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed pursuant to the disclosure rules of the U.S. Securities and Exchange Commission (the "SEC"), including the Compensation Discussion and Analysis and the tabular and narrative disclosure contained in the Company's proxy statement dated June 12, 2019.

Proposal 6-Other business:

6. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Proposals 3 and 4 are items required to be approved by shareholders under the Irish Companies Act and generally do not have an analogous requirement under United States law.

OUR BOARD OF DIRECTORS HAS DETERMINED THAT ALL THE RESOLUTIONS TO BE VOTED UPON AT THE MEETING ARE IN THE BEST INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS AS A WHOLE. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" FOR ALL RESOLUTIONS.

In accordance with our articles of association (the "Articles"), all resolutions will be taken on a poll. Voting on a poll means that each share represented in person or by proxy will be counted in the vote.

All resolutions will be proposed as ordinary resolutions under Irish law. This means, in each case, provided that a quorum is present, that the relevant resolution must be passed by a simple majority of the votes cast for or against such resolution, whether in person or by proxy, in order to be approved. Abstentions and broker non-votes will not affect the voting results for a resolution. In the case of joint holders, the vote of the senior holder who tenders a vote shall be accepted to the exclusion of the votes of the other joint holders (with seniority being determined by the order that the names of the joint holders appear in the Company's share register). Explanatory notes regarding each of the proposals (and related resolutions) are set out in the relevant sections of the accompanying proxy materials relating to such proposals. Only shareholders of record of Ordinary Shares at the close of business in New York on May 30, 2019 are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. In accordance with the provisions of the Irish Companies Act and in accordance with our Articles, a shareholder of record is entitled to appoint another person as his or her proxy (or, in the case of a corporation which is a shareholder of record, a corporate representative) to exercise all or any of their rights to attend and to speak and vote at the Annual Meeting. A shareholder of record may appoint more than one proxy in relation to the Annual Meeting (provided that each proxy is appointed to exercise the rights attached to a different share or shares). A proxy need not be a shareholder of record. When you vote by telephone, through the Internet or by returning a completed proxy card, this proxy will be given to the Directors and employees of the Company and its affiliates.

Pursuant to the rules of the SEC, we provide access to our proxy materials through the Internet. As a result, on or before June 20, 2019, a Notice of Internet Availability of Proxy Materials will be mailed to certain shareholders as of the close of business on May 30, 2019. On the date of mailing of the Notice of Internet Availability of Proxy Materials, shareholders will be able to access the proxy materials on a website referred to and at the URL address included in the Notice of Internet Availability of Proxy

Notice of Annual Meeting of Shareholders and 2019 Proxy Statement