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SOTERA HEALTH CO. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and SOTERA HEALTH CO.’s Form 8-K, filed 2024-05-24 (Item 5.07 on EDGAR). Page generated 02 October 2026.

11Reported items
231Asset managers
2,000Fund votes
2024-05-23Meeting date

Proxy season: 2023-2024 2024-2025 2025-2026

Explore SOTERA HEALTH CO. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by SOTERA HEALTH CO.

These tallies are SOTERA HEALTH CO.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2024-05-24 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

SOTERA HEALTH CO. — official shareholder meeting results, meeting held 2024-05-23
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Constantine S. Mihas	247,637,962	25,121,299	199,643	--	1,922,854	Majority: yes
Elect Director: James C. Neary	247,632,361	25,124,250	202,293	--	1,922,854	Majority: yes
Elect Director: Michael B. Petras, Jr.	258,218,317	14,541,035	199,552	--	1,922,854	Majority: yes
Elect Director: David E. Wheadon, M.D.	251,978,688	20,939,001	41,215	--	1,922,854	Majority: yes

Source: SOTERA HEALTH CO., Form 8-K, filed with the SEC on 2024-05-24 — read the filing on EDGAR.

How asset managers voted at the SOTERA HEALTH CO. 2023-2024 meeting

Each item below shows how the 231 asset managers that disclosed a SOTERA HEALTH CO. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of SOTERA HEALTH CO.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Approve, on an advisory, non- binding basis, our named executive officers' compensation.

COMPENSATION

Combines 6 wordings of this item as funds reported it.

99% fund support · no official result

FOR 99%

The 220 asset managers below cast 99% of the shares they voted on this item FOR (250,819,410 for, 3,154,558 against).

FOR: 250,819,410 (98.7%)AGAINST: 3,154,558 (1.2%)ABSTAIN: 30,929 (0.0%)

Largest asset managers voting on “Approve, on an advisory, non- binding basis, our named executive officers' compensation.” at SOTERA HEALTH CO., 2023-2024
Asset manager	For	Against	Vote
WARBURG PINCUS LLC	88,822,952	0	For
GTCR LLC	59,241,149	0	For
Vanguard	15,063,764	0	For
Janus Henderson	14,453,796	0	For
JANUS INVESTMENT FUND	12,457,283	0	For
T. Rowe Price	8,390,336	0	For
Sachem Head Capital Management LP	7,910,000	0	For
BlackRock	7,225,253	32,896	For
MIG Capital, LLC	4,852,667	0	For
ArrowMark Colorado Holdings LLC	4,418,034	0	For
State Street	3,278,193	615	For
Fidelity	2,640,555	0	For
Irenic Capital Management LP	0	2,485,099	Against
LAKEWOOD CAPITAL MANAGEMENT, LP	2,307,739	0	For
Charles Schwab	2,266,719	0	For
GEODE CAPITAL MANAGEMENT, LLC	2,183,318	0	For
MAVERICK CAPITAL LTD	1,629,786	0	For
UNTITLED INVESTMENTS LP	1,409,091	0	For
Dimensional	1,240,359	0	For
WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC	971,338	0	For
Allspring	934,582	0	For
MERIDIAN FUND INC	703,548	0	For
MELLON INVESTMENTS Corp	655,436	0	For
Northern Trust	647,051	68	For
LGT CAPITAL PARTNERS LTD.	590,000	0	For

Showing the 25 largest of 220 asset managers. See all 220 in the interactive database.

2. Elect the following Class I nominees for director to hold office until the 2027 Annual Meeting of Shareholders and until their successors have been duly elected and qualified: Constantine S. Mihas

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 4 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%9%

FOR: 247,637,962AGAINST: 25,121,299

SOTERA HEALTH CO.’s own tally for this item (“Elect Director: Constantine S. Mihas”): 247,637,962 for, 25,121,299 against, per its Form 8-K filed 2024-05-24 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 283,070,826 outstanding shares: 87% for, 9% against (96% of the company cast a for/against vote).

The 67 asset managers below cast 83% of the shares they voted on this item FOR (37,089,812 for, 7,636,579 against).

FOR 83%AGAINST 17%

FOR: 37,089,812 (82.9%)AGAINST: 7,636,579 (17.1%)ABSTAIN: 25,813 (0.1%)

Largest asset managers voting on “Elect the following Class I nominees for director to hold office until the 2027 Annual Meeting of Shareholders” at SOTERA HEALTH CO., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	14,899,370	0	0	For
JANUS INVESTMENT FUND	12,457,283	0	0	For
BlackRock	4,712,459	0	0	For
T. Rowe Price	0	3,388,226	0	Against
Fidelity	2,311,269	322,735	0	For
Charles Schwab	1,122,724	0	0	For
Dimensional	0	848,464	0	Against
MERIDIAN FUND INC	703,548	0	0	For
State Street	205	459,845	0	Against
First Trust	0	406,666	0	Against
Allspring	0	389,945	0	Against
Jackson National	235,673	56,274	0	For
Equitable	54,838	152,729	0	Against
TIAA	0	196,348	0	Against
AIG/SunAmerica	0	165,891	0	Against
Guardian Variable Products Trust	0	134,853	0	Against
Nushares ETF Trust	0	126,474	0	Against
Columbia Threadneedle	0	123,745	0	Against
John Hancock	0	118,534	0	Against
Northern Trust	98,823	0	0	For
BNY Mellon	86,679	0	0	For
WILLIAM BLAIR FUNDS	0	85,237	0	Against
Principal	0	79,083	0	Against
Brighthouse	0	49,644	25,813	Against
MFS	0	73,963	0	Against

Showing the 25 largest of 67 asset managers. See all 67 in the interactive database.

3. Elect the following Class I nominees for director to hold office until the 2027 Annual Meeting of Shareholders and until their successors have been duly elected and qualified: David E. Wheadon, M.D.

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 4 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%8%

FOR: 251,978,688AGAINST: 20,939,001

SOTERA HEALTH CO.’s own tally for this item (“Elect Director: David E. Wheadon, M.D.”): 251,978,688 for, 20,939,001 against, per its Form 8-K filed 2024-05-24 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 283,070,826 outstanding shares: 89% for, 7% against (96% of the company cast a for/against vote).

The 67 asset managers below cast 90% of the shares they voted on this item FOR (40,428,586 for, 4,297,805 against).

FOR 90%10%

FOR: 40,428,586 (90.3%)AGAINST: 4,297,805 (9.6%)ABSTAIN: 25,813 (0.1%)

Largest asset managers voting on “Elect the following Class I nominees for director to hold office until the 2027 Annual Meeting of Shareholders” at SOTERA HEALTH CO., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	14,899,370	0	0	For
JANUS INVESTMENT FUND	12,457,283	0	0	For
BlackRock	4,712,459	0	0	For
T. Rowe Price	3,388,226	0	0	For
Fidelity	2,311,269	322,735	0	For
Charles Schwab	1,122,724	0	0	For
Dimensional	0	848,464	0	Against
MERIDIAN FUND INC	703,548	0	0	For
State Street	205	459,845	0	Against
First Trust	0	406,666	0	Against
Allspring	0	389,945	0	Against
Jackson National	0	291,947	0	Against
Equitable	54,838	152,729	0	Against
TIAA	196,348	0	0	For
AIG/SunAmerica	0	165,891	0	Against
Guardian Variable Products Trust	0	134,853	0	Against
Nushares ETF Trust	126,474	0	0	For
Columbia Threadneedle	123,745	0	0	For
John Hancock	0	118,534	0	Against
Northern Trust	0	98,823	0	Against
BNY Mellon	0	86,679	0	Against
WILLIAM BLAIR FUNDS	0	85,237	0	Against
Principal	0	79,083	0	Against
Brighthouse	0	49,644	25,813	Against
MFS	0	73,963	0	Against

Showing the 25 largest of 67 asset managers. See all 67 in the interactive database.

4. Elect the following Class I nominees for director to hold office until the 2027 Annual Meeting of Shareholders and until their successors have been duly elected and qualified: James C. Neary

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 4 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%9%

FOR: 247,632,361AGAINST: 25,124,250

SOTERA HEALTH CO.’s own tally for this item (“Elect Director: James C. Neary”): 247,632,361 for, 25,124,250 against, per its Form 8-K filed 2024-05-24 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 283,070,826 outstanding shares: 87% for, 9% against (96% of the company cast a for/against vote).

The 67 asset managers below cast 83% of the shares they voted on this item FOR (37,087,354 for, 7,636,579 against).

FOR 83%AGAINST 17%

FOR: 37,087,354 (82.9%)AGAINST: 7,636,579 (17.1%)ABSTAIN: 28,271 (0.1%)

Largest asset managers voting on “Elect the following Class I nominees for director to hold office until the 2027 Annual Meeting of Shareholders” at SOTERA HEALTH CO., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	14,899,370	0	0	For
JANUS INVESTMENT FUND	12,457,283	0	0	For
BlackRock	4,712,459	0	0	For
T. Rowe Price	0	3,388,226	0	Against
Fidelity	2,311,269	322,735	0	For
Charles Schwab	1,122,724	0	0	For
Dimensional	0	848,464	0	Against
MERIDIAN FUND INC	703,548	0	0	For
State Street	205	459,845	0	Against
First Trust	0	406,666	0	Against
Allspring	0	389,945	0	Against
Jackson National	235,673	56,274	0	For
Equitable	54,838	152,729	0	Against
TIAA	0	196,348	0	Against
AIG/SunAmerica	0	165,891	0	Against
Guardian Variable Products Trust	0	134,853	0	Against
Nushares ETF Trust	0	126,474	0	Against
Columbia Threadneedle	0	123,745	0	Against
John Hancock	0	118,534	0	Against
Northern Trust	98,823	0	0	For
BNY Mellon	86,679	0	0	For
WILLIAM BLAIR FUNDS	0	85,237	0	Against
Principal	0	79,083	0	Against
Brighthouse	0	49,644	25,813	Against
MFS	0	73,963	0	Against

Showing the 25 largest of 67 asset managers. See all 67 in the interactive database.

5. Elect the following Class I nominees for director to hold office until the 2027 Annual Meeting of Shareholders and until their successors have been duly elected and qualified: Michael B. Petras, Jr.

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 4 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 258,218,317AGAINST: 14,541,035

SOTERA HEALTH CO.’s own tally for this item (“Elect Director: Michael B. Petras, Jr.”): 258,218,317 for, 14,541,035 against, per its Form 8-K filed 2024-05-24 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 283,070,826 outstanding shares: 91% for, 5% against (96% of the company cast a for/against vote).

The 67 asset managers below cast 93% of the shares they voted on this item FOR (41,483,050 for, 3,243,341 against).

FOR 93%7%

FOR: 41,483,050 (92.7%)AGAINST: 3,243,341 (7.2%)ABSTAIN: 25,813 (0.1%)

Largest asset managers voting on “Elect the following Class I nominees for director to hold office until the 2027 Annual Meeting of Shareholders” at SOTERA HEALTH CO., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	14,899,370	0	0	For
JANUS INVESTMENT FUND	12,457,283	0	0	For
BlackRock	4,712,459	0	0	For
T. Rowe Price	3,388,226	0	0	For
Fidelity	2,311,269	322,735	0	For
Charles Schwab	1,122,724	0	0	For
Dimensional	0	848,464	0	Against
MERIDIAN FUND INC	703,548	0	0	For
State Street	459,652	398	0	For
First Trust	0	406,666	0	Against
Allspring	0	389,945	0	Against
Jackson National	235,673	56,274	0	For
Equitable	54,838	152,729	0	Against
TIAA	196,348	0	0	For
AIG/SunAmerica	0	165,891	0	Against
Guardian Variable Products Trust	0	134,853	0	Against
Nushares ETF Trust	126,474	0	0	For
Columbia Threadneedle	123,745	0	0	For
John Hancock	0	118,534	0	Against
Northern Trust	98,823	0	0	For
BNY Mellon	86,679	0	0	For
WILLIAM BLAIR FUNDS	0	85,237	0	Against
Principal	0	79,083	0	Against
Brighthouse	0	49,644	25,813	Against
MFS	73,963	0	0	For

Showing the 25 largest of 67 asset managers. See all 67 in the interactive database.

6. APPROVE AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ADOPT PROVISIONS ALLOWING OFFICER EXCULPATION CONSISTENT WITH DELAWARE LAW.

OTHER

Combines 2 wordings of this item as funds reported it.

66% fund support · no official result

FOR 66%AGAINST 34%

The 65 asset managers below cast 66% of the shares they voted on this item FOR (29,426,298 for, 15,242,650 against).

FOR: 29,426,298 (65.8%)AGAINST: 15,242,650 (34.1%)ABSTAIN: 25,813 (0.1%)

Largest asset managers voting on “APPROVE AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ADOPT PROVISIONS ALLOWING OFF” at SOTERA HEALTH CO., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	11,976,672	2,922,698	0	For
JANUS INVESTMENT FUND	12,457,283	0	0	For
BlackRock	4,712,459	0	0	For
T. Rowe Price	0	3,388,226	0	Against
Fidelity	51,562	2,582,442	0	Against
Charles Schwab	0	1,122,724	0	Against
Dimensional	0	848,464	0	Against
MERIDIAN FUND INC	0	703,548	0	Against
State Street	205	459,845	0	Against
First Trust	0	406,666	0	Against
Allspring	0	389,945	0	Against
Jackson National	0	291,947	0	Against
Equitable	54,838	152,729	0	Against
TIAA	0	196,348	0	Against
AIG/SunAmerica	0	165,891	0	Against
Guardian Variable Products Trust	0	134,853	0	Against
Nushares ETF Trust	0	126,474	0	Against
Columbia Threadneedle	0	123,745	0	Against
John Hancock	0	118,534	0	Against
Northern Trust	0	98,823	0	Against
BNY Mellon	0	86,679	0	Against
WILLIAM BLAIR FUNDS	0	85,237	0	Against
Principal	0	79,083	0	Against
Brighthouse	0	49,644	25,813	Against
MFS	0	73,963	0	Against

Showing the 25 largest of 65 asset managers. See all 65 in the interactive database.

7. RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT AUDITORS FOR 2024.

AUDIT-RELATED

Combines 2 wordings of this item as funds reported it.

99.9% fund support · no official result

FOR 99.9%

The 64 asset managers below cast 99.9% of the shares they voted on this item FOR (44,667,891 for, 307 against).

FOR: 44,667,891 (99.9%)AGAINST: 307 (0.0%)ABSTAIN: 25,813 (0.1%)

Largest asset managers voting on “RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT AUDITORS FOR 2024.” at SOTERA HEALTH CO., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	14,899,370	0	For
JANUS INVESTMENT FUND	12,457,283	0	For
BlackRock	4,712,459	0	For
T. Rowe Price	3,388,226	0	For
Fidelity	2,634,004	0	For
Charles Schwab	1,122,724	0	For
Dimensional	848,464	0	For
MERIDIAN FUND INC	703,548	0	For
State Street	460,050	0	For
First Trust	406,666	0	For
Allspring	389,945	0	For
Jackson National	291,947	0	For
Equitable	207,567	0	For
TIAA	196,348	0	For
AIG/SunAmerica	165,891	0	For
Guardian Variable Products Trust	134,853	0	For
Nushares ETF Trust	126,474	0	For
Columbia Threadneedle	123,745	0	For
John Hancock	118,534	0	For
Northern Trust	98,823	0	For
BNY Mellon	86,679	0	For
WILLIAM BLAIR FUNDS	85,237	0	For
Principal	79,083	0	For
Brighthouse	49,644	25,813	For
MFS	73,963	0	For

Showing the 25 largest of 64 asset managers. See all 64 in the interactive database.

8. Advisory Vote to Ratify Named Executive Officers' Compensation

SECTION 14A SAY-ON-PAY VOTESSECTION 14A SAY-ON-PAY VOTESSECTION 14A SAY-ON-PAY VOTESSECTION 14A SAY-ON-PAY VOTES

87% fund support · no official result

FOR 87%13%

The 5 asset managers below cast 87% of the shares they voted on this item FOR (386,869 for, 57,278 against).

FOR: 386,869 (87.1%)AGAINST: 57,278 (12.9%)

Largest asset managers voting on “Advisory Vote to Ratify Named Executive Officers' Compensation” at SOTERA HEALTH CO., 2023-2024
Asset manager	For	Against	Vote
Ghisallo Capital Management LLC	333,333	0	For
Empower	0	57,278	Against
JPMorgan	53,319	0	For
Warren Street Wealth Advisors, LLC	165	0	For
Empirical Financial Services, LLC d.b.a. Empirical Wealth Ma	52	0	For

9. 14A Executive Compensation

SECTION 14A SAY-ON-PAY VOTES

99.6% fund support · no official result

FOR 99.6%

The 3 asset managers below cast 99.6% of the shares they voted on this item FOR (6,950,000 for, 27,487 against).

FOR: 6,950,000 (99.6%)AGAINST: 27,487 (0.4%)

Largest asset managers voting on “14A Executive Compensation” at SOTERA HEALTH CO., 2023-2024
Asset manager	For	Against	Vote
Sessa Capital IM, L.P.	4,000,000	0	For
P2 Capital Partners, LLC	2,950,000	0	For
DME Capital Management, LP	0	27,487	Against

10. Amend Certificate of Incorporation to Reflect New Delaware Law Provisions Regarding Officer Exculpation

DIRECTOR ELECTIONS

0.3% fund support · no official result

AGAINST 99.7%

The 2 asset managers below cast 0.3% of the shares they voted on this item FOR (165 for, 57,278 against).

FOR: 165 (0.3%)AGAINST: 57,278 (99.7%)

Largest asset managers voting on “Amend Certificate of Incorporation to Reflect New Delaware Law Provisions Regarding Officer Exculpation” at SOTERA HEALTH CO., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Empower	0	57,278	0	0	Against
Warren Street Wealth Advisors, LLC	165	0	0	0	For

11. Ratify Ernst & Young LLP as Auditors

AUDIT-RELATED

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (57,443 for, 0 against).

FOR: 57,443 (100.0%)

Largest asset managers voting on “Ratify Ernst & Young LLP as Auditors” at SOTERA HEALTH CO., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Empower	57,278	0	0	0	For
Warren Street Wealth Advisors, LLC	165	0	0	0	For

Largest SOTERA HEALTH CO. shareholders voting in 2023-2024

Ranked by the number of SOTERA HEALTH CO. shares each manager voted on the most widely held ballot item of the 2023-2024 meeting, shown as a share of the 283,070,826 shares outstanding at the time of that meeting.

Top SOTERA HEALTH CO. shareholders by shares voted, 2023-2024
#	Asset manager	% of shares outstanding
1	WARBURG PINCUS LLC	31.38%
2	GTCR LLC	20.93%
3	Vanguard	5.32%
4	Janus Henderson	5.11%
5	JANUS INVESTMENT FUND	4.40%
6	T. Rowe Price	2.96%
7	Sachem Head Capital Management LP	2.79%
8	BlackRock	2.56%
9	MIG Capital, LLC	1.71%
10	ArrowMark Colorado Holdings LLC	1.56%

Reported SOTERA HEALTH CO. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

SOTERA HEALTH CO. beneficial owners on record for the 2023-2024 proxy season
Holder	% outstanding	Disclosure
GTCR INVESTMENT XI LLC	43.47%	13G
James C. Neary	31.39%	DEF14A
Ruoxi Chen	31.39%	DEF14A
Robert B. Knauss	31.38%	DEF14A
Investment funds and entities affiliated with Warburg Pincus	31.38%	DEF14A
Constantine S. Mihas	20.93%	DEF14A
David A. Donnini	20.93%	DEF14A
Sean L. Cunningham	20.93%	DEF14A
Investment funds and entities affiliated with GTCR	20.92%	DEF14A
S	7.07%	13G

Percentages above are of 283,070,826 shares outstanding, as reported by SOTERA HEALTH CO. on its Form 10-Q dated 2024-04-25 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from SOTERA HEALTH CO.’s 10-Q dated 2024-04-25. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At SOTERA HEALTH CO.'s shareholder meeting held 2024-05-23, in the 2023-2024 proxy season, 231 asset managers reported how they voted in their SEC Form N-PX filings, covering 2,000 separate fund positions. Their filings are grouped here into 11 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. SOTERA HEALTH CO.'s own Form 8-K tally for this meeting is published below, but no row in it could be matched to the most widely held item, so this page states no certified outcome for that item. On that item — Approve, on an advisory, non- binding basis, our named executive officers' compensation. — the reporting funds cast 99% of the shares they voted in favour (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). That is the aggregate of those managers' own N-PX disclosures, not the company's certified result, and the funds are a subset of all shareholders.

SOTERA HEALTH CO. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.