Steris (STE): How I Voted – Proxy Score 100

Steris ($STE) is one of the stocks in my portfolio. Their annual meeting is coming up on 7/26/2012. had information on 1 fund voting.  I voted with management 100% of the time.

I generally vote against pay packages where NEOs were paid above median in the previous year but make exceptions where something obviously warrants different treatment. According to Bebchuk, Lucian A. and Grinstein, Yaniv (The Growth of Executive Pay, Oxford Review of Economic Policy, Vol. 21, Issue 2, pp. 283-303, 2005), aggregate compensation by public companies to NEO increased from 5 percent in 1993-1995 to about 10 percent in 2001-2003.

Few firms want to admit to having average executives. They survey executive compensation at corporations and then set compensation packages that are above average for their “peer group,” which is often chosen aspirationally. While the “Lake Woebegone effect” may be nice in fictional towns, “where all the children are above average,” it doesn’t work well for society to have all CEOs considered above average and their collective pay spiraling out of control. We need to slow the pace of money going to the 1% if our economy is not to become third-world.

STE’s SummaryCompensation Table shows Walter M Rosebrough, Jr., CEO, was the highest paid named executive officer (NEO) at almost $2.2M in 2011. I’m using Yahoo! Finance to determine market cap and Wikipedia’s rule of thumb regarding classification. According to those sources, at about $1.8B STE is a small-cap company. According to the United States Proxy Exchange (USPX) guidelines (pages 9&10), using data from Equilar, the median CEO compensation at small-cap corporations was $2.2 million in 2010, so STE’s pay is below that median.

On that basis, I voted in favor of the pay plan.

 Checking with, I see no action can be taken by the written consent of shareowners without a 100% vote. A special meeting can only be called by shareowners holding not less than 50% of the voting power. The company also has supermajority (75%) to amend certain charter and bylaw provisions unless approved by 66.67% of the board. Those issues and others could be addressed in future proposals. Mark your calendars; here’s the deadline for proposals by shareowners for next year:

The deadline for shareholders to submit proposals to be considered for inclusion in the proxy statement for the 2013 Annual Meeting of Shareholders is expected to be February 5, 2013. However, if the date of the 2013 Annual Meeting is changed by more than 30 calendar days from the date on which this year’s meeting is held, a proposal must be received by the Company a reasonable time before the proxy solicitation in connection with the meeting is made.

I voted with management 100% of the time, unlike CBIS, as reported on

1.1Elect Director Richard C. BreedenForFor
1.2Elect Director Cynthia L. FeldmannForFor
1.3Elect Director Jacqueline B. KosecoffForFor
1.4Elect Director David B. LewisForFor
1.5Elect Director Kevin M. McMullenForFor
1.6Elect Director Walter M Rosebrough, Jr.ForFor
1.7Elect Director Mohsen M. SohiForFor
1.8Elect Director John P. WarehamForFor
1.9Elect Director Loyal W. WilsonForFor
1.10Elect Director Michael B. WoodForFor
2Advisory Vote to Ratify Named Executive Officers’ CompensationForFor
3Ratify AuditorsForAgainst

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