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): February 1128, 2019

STERIS plc

(Exact Name of Registrant as Specified in Charter)

England and Wales

1-37614

98-1203539

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Rutherford House Stephensons Way, Chaddesden

Derby, England, DE21 6LY

United Kingdom

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: +44 1332 387100

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

☐ 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 25.0207. ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition.~~Vote of Security Holders

OnSTERIS plc (the “Company” or “STERIS”) held a Court Meeting of Shareholders (the “Court Meeting”) and a General Meeting of Shareholders (the “General Meeting”), each on February 1128, 2019. At the Court Meeting, STERIS ~~plc~~shareholders voted on a proposal to approve (with or without modification) the “~~Company~~Scheme,”) ~~issued~~as aset ~~press~~forth ~~release~~in ~~announcing~~the ~~financial~~section titled ~~results~~“The ~~for~~Scheme ~~its~~of ~~fiscal~~Arrangement” in the Company’s Proxy Statement/Prospectus, dated January 31, 2019. ~~third~~At the General Meeting, the Company’s shareholders voted on proposals to approve (i) the Scheme, a reduction of the ~~quarter~~share ~~ending~~capital ~~December~~of the Company and certain ancillary matters, as set forth in the Company’s Proxy Statement/Prospectus, dated January 31, ~~2018~~2019, and an(ii) the ~~interim~~creation ~~dividend~~of distributable profits within STERIS Ireland. AThe ~~copy~~Scheme provides for the redomiciliation of ~~this~~the ~~press~~Company ~~release~~from isthe ~~attached~~United ~~hereto~~Kingdom asto ~~Exhibit~~Ireland, 99to be achieved through the insertion of a new Irish public limited company (“STERIS Ireland”) above the Company, with Company shareholders to receive one STERIS Ireland ordinary share for each Company share held.1 The proposals are described in more detail in the Company’s definitive Proxy Statement/Prospectus, dated January 31, 2019.

The ~~information~~ ~~contained~~Court inMeeting ~~this~~proposal ~~Item 2.02~~was ofapproved ~~this~~by ~~Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished to~~ the ~~Securities~~requisite ~~and~~vote ~~Exchange Commission and shall not be deemed to be “filed” for purposes~~ of ~~Section 18 of~~ the ~~Securities~~Company’s ~~Exchange~~registered ~~Act~~holders of ~~1934~~stock. orThe ~~otherwise~~final ~~subject~~voting toresults ~~the liabilities of~~ for that ~~Section.~~proposal ~~Furthermore,~~were ~~the~~as ~~information~~follows: contained in this Item 2.02 of this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933.

ITEM 9.01. Financial Statements and Exhibits.


Number of shares of registered holders voted For:		Number of shares of registered holders voted Against:

74,017,171		379,594

Number of registered holders voting For:		Number of registered holders voting Against:

87		3

~~(d) Exhibits~~Both General Meeting proposals also were approved by the requisite votes of the Company’s shareholders. The final voting results for those proposals were as follows:

Exhibit No.		Description
99.1		Press Release issued by STERIS plc on February 11, 2019 announcing financial results for its fiscal 2019 third quarter ending December 31, 2018.

The results of the vote on the special resolution to approve the Scheme, the reduction of the share capital of the Company, and certain ancillary matters were as follows:


Votes For			74,131,013
Votes Against			331,593
Abstentions			63,894

The results of the vote on the special resolution to approve the creation of distributable profits within STERIS Ireland were as follows:


Votes For			74,149,300
Votes Against			340,494
Abstentions			36,706

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.


STERIS plc

By:		/s/ J. Adam Zangerle
		J. Adam Zangerle
		Senior Vice President, General Counsel & Secretary

Date: February 1128, 2019

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