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Sotera Health Company 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and Sotera Health Company’s Form 8-K, filed 2025-05-23 (Item 5.07 on EDGAR). Page generated 02 October 2026.

7Reported items
246Asset managers
1,463Fund votes
2025-05-21Meeting date

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

Explore Sotera Health Company in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by Sotera Health Company

These tallies are Sotera Health Company’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2025-05-23 (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 Company — official shareholder meeting results, meeting held 2025-05-21
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Ruoxi Chen	250,529,768	--	--	24,438,535	911,848	Majority: yes
Elect Director: Karen A. Flynn	268,380,572	--	--	6,587,731	911,848	Majority: yes
Elect Director: Ann R. Klee	245,999,274	--	--	28,969,029	911,848	Majority: yes
Proposal 2: Advisory Approval of Named Executive Officer Compensation	272,812,479	1,865,802	290,022	--	911,848	Majority: yes
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm	275,831,763	1,851	46,537	--	--	Majority: yes

Source: Sotera Health Company, Form 8-K, filed with the SEC on 2025-05-23 — read the filing on EDGAR.

How asset managers voted at the Sotera Health Company 2024-2025 meeting

Each item below shows how the 246 asset managers that disclosed a Sotera Health Company 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 Company’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 basis, the compensation of our named executive officers.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2025-05-21.

Combines 5 wordings of this item as funds reported it.

99.3% Majority: yes · of votes cast

FOR 99.3%

FOR: 272,812,479AGAINST: 1,865,802

Sotera Health Company’s own tally for this item (“Proposal 2: Advisory Approval of Named Executive Officer Compensation”): 272,812,479 for, 1,865,802 against, per its Form 8-K filed 2025-05-23 (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 283,855,074 outstanding shares: 96% for, 0.7% against (97% of the company cast a for/against vote).

The 243 asset managers below cast 99.4% of the shares they voted on this item FOR (174,475,090 for, 889,384 against).

FOR 99.2%

FOR: 174,475,090 (99.2%)AGAINST: 889,384 (0.5%)ABSTAIN: 452,241 (0.3%)

Largest asset managers voting on “Approve, on an advisory basis, the compensation of our named executive officers.” at Sotera Health Company, 2024-2025
Asset manager	For	Against	Vote
GTCR LLC	49,268,599	0	For
Darsana Capital Partners LP	20,010,000	0	For
Vanguard	16,420,880	1,293	For
T. Rowe Price	13,048,955	0	For
BlackRock	9,285,055	56,533	For
TPG GP A, LLC	6,751,265	0	For
Sessa Capital IM, L.P.	6,300,597	0	For
Janus Henderson	5,592,549	0	For
Sculptor Capital LP	5,288,874	0	For
JANUS INVESTMENT FUND	5,105,315	0	For
MIG Capital, LLC	4,283,506	0	For
State Street	3,488,201	793	For
Two Seas Capital LP	3,246,136	0	For
Irenic Capital Management LP	3,092,226	0	For
Charles Schwab	2,805,796	0	For
LAKEWOOD CAPITAL MANAGEMENT, LP	2,533,551	0	For
ArrowMark Colorado Holdings LLC	1,960,243	0	For
Dimensional	1,889,141	0	For
GEODE CAPITAL MANAGEMENT, LLC	1,719,189	0	For
Fidelity	1,506,467	0	For
MELLON INVESTMENTS Corp	862,896	0	For
Northern Trust	854,375	424	For
WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC	682,986	0	For
Bronte Capital Management Pty Ltd.	665,404	0	For
Inherent Management Corp.	597,299	0	For

Showing the 25 largest of 243 asset managers. See all 243 in the interactive database.

2. Elect the three following Class II director nominees to serve until the 2028 Annual Meeting of Stockholders: Ann R. Klee

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-21.

Combines 6 wordings of this item as funds reported it.

89% Majority: yes · of votes cast

FOR 89%11%

FOR: 245,999,274WITHHELD: 28,969,029

Sotera Health Company’s own tally for this item (“Elect Director: Ann R. Klee”): 245,999,274 for, 28,969,029 withheld, per its Form 8-K filed 2025-05-23 (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 283,855,074 outstanding shares: 87% for, 10% withheld (97% of the company cast a for/withheld vote).

The 64 asset managers below cast 100% of the shares they voted on this item FOR (34,269,969 for, 0 against).

FOR 87%13%

FOR: 34,269,969 (87.2%)ABSTAIN: 5,016,867 (12.8%)

Largest asset managers voting on “Elect the three following Class II director nominees to serve until the 2028 Annual Meeting of Stockholders: A” at Sotera Health Company, 2024-2025
Asset manager	For	Abstain	Vote
Vanguard	16,022,090	1,268	For
T. Rowe Price	5,158,321	0	For
JANUS INVESTMENT FUND	3,919,433	1,185,882	For
BlackRock	4,983,081	0	For
Fidelity	1,435,091	60,365	For
Dimensional	0	1,397,882	Abstain
Charles Schwab	1,390,726	0	For
MERIDIAN FUND INC	382,496	0	For
State Street	297	349,300	Abstain
Jackson National	0	302,126	Abstain
TIAA	259,701	0	For
Equitable	62,964	183,446	Abstain
Northwestern Mutual	141,263	73,223	For
AIG/SunAmerica	0	167,909	Abstain
John Hancock	30,909	121,951	Abstain
Northern Trust	0	134,647	Abstain
Columbia Threadneedle	0	130,480	Abstain
MASTER INVESTMENT PORTFOLIO	90,039	0	For
Brighthouse	0	88,669	Abstain
BNY Mellon	0	82,614	Abstain
2023 ETF Series Trust	0	80,336	Abstain
MoA Funds Corp	0	77,891	Abstain
Morgan Stanley	74,896	0	For
Lincoln Financial	0	74,073	Abstain
Empower	0	70,935	Abstain

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

3. Elect the three following Class II director nominees to serve until the 2028 Annual Meeting of Stockholders: Karen A. Flynn

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-21.

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 268,380,572WITHHELD: 6,587,731

Sotera Health Company’s own tally for this item (“Elect Director: Karen A. Flynn”): 268,380,572 for, 6,587,731 withheld, per its Form 8-K filed 2025-05-23 (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 283,855,074 outstanding shares: 95% for, 2% withheld (97% of the company cast a for/withheld vote).

The 64 asset managers below cast 100% of the shares they voted on this item FOR (37,520,446 for, 0 against).

FOR 96%

FOR: 37,520,446 (95.5%)ABSTAIN: 1,766,390 (4.5%)

Largest asset managers voting on “Elect the three following Class II director nominees to serve until the 2028 Annual Meeting of Stockholders: K” at Sotera Health Company, 2024-2025
Asset manager	For	Abstain	Vote
Vanguard	16,023,358	0	For
T. Rowe Price	5,158,321	0	For
JANUS INVESTMENT FUND	5,105,315	0	For
BlackRock	4,983,081	0	For
Fidelity	1,495,456	0	For
Dimensional	0	1,397,882	Abstain
Charles Schwab	1,390,726	0	For
MERIDIAN FUND INC	382,496	0	For
State Street	349,597	0	For
Jackson National	245,852	56,274	For
TIAA	259,701	0	For
Equitable	62,964	183,446	Abstain
Northwestern Mutual	214,486	0	For
AIG/SunAmerica	167,909	0	For
John Hancock	121,516	31,344	For
Northern Trust	134,647	0	For
Columbia Threadneedle	130,480	0	For
MASTER INVESTMENT PORTFOLIO	90,039	0	For
Brighthouse	60,334	28,335	For
BNY Mellon	82,614	0	For
2023 ETF Series Trust	80,336	0	For
MoA Funds Corp	77,891	0	For
Morgan Stanley	74,896	0	For
Lincoln Financial	48,193	25,880	For
Empower	70,935	0	For

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

4. Elect the three following Class II director nominees to serve until the 2028 Annual Meeting of Stockholders: Ruoxi Chen

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-21.

Combines 6 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%9%

FOR: 250,529,768WITHHELD: 24,438,535

Sotera Health Company’s own tally for this item (“Elect Director: Ruoxi Chen”): 250,529,768 for, 24,438,535 withheld, per its Form 8-K filed 2025-05-23 (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 283,855,074 outstanding shares: 88% for, 9% withheld (97% of the company cast a for/withheld vote).

The 64 asset managers below cast 100% of the shares they voted on this item FOR (35,140,178 for, 0 against).

FOR 89%11%

FOR: 35,140,178 (89.4%)ABSTAIN: 4,146,658 (10.6%)

Largest asset managers voting on “Elect the three following Class II director nominees to serve until the 2028 Annual Meeting of Stockholders: R” at Sotera Health Company, 2024-2025
Asset manager	For	Abstain	Vote
Vanguard	16,022,090	1,268	For
T. Rowe Price	5,158,321	0	For
JANUS INVESTMENT FUND	3,919,433	1,185,882	For
BlackRock	4,983,081	0	For
Fidelity	1,435,091	60,365	For
Dimensional	0	1,397,882	Abstain
Charles Schwab	1,390,726	0	For
MERIDIAN FUND INC	382,496	0	For
State Street	349,366	231	For
Jackson National	0	302,126	Abstain
TIAA	259,701	0	For
Equitable	62,964	183,446	Abstain
Northwestern Mutual	214,486	0	For
AIG/SunAmerica	0	167,909	Abstain
John Hancock	30,909	121,951	Abstain
Northern Trust	134,647	0	For
Columbia Threadneedle	130,480	0	For
MASTER INVESTMENT PORTFOLIO	90,039	0	For
Brighthouse	0	88,669	Abstain
BNY Mellon	0	82,614	Abstain
2023 ETF Series Trust	80,336	0	For
MoA Funds Corp	0	77,891	Abstain
Morgan Stanley	74,896	0	For
Lincoln Financial	48,193	25,880	For
Empower	0	70,935	Abstain

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

5. RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025.

AUDIT-RELATEDMajority of the votes cast: yes

Meeting held 2025-05-21.

Combines 2 wordings of this item as funds reported it.

99.9% Majority: yes · of votes cast

FOR 99.9%

FOR: 275,831,763AGAINST: 1,851

Sotera Health Company’s own tally for this item (“Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm”): 275,831,763 for, 1,851 against, per its Form 8-K filed 2025-05-23 (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 283,855,074 outstanding shares: 97% for, 0.1% against (97% of the company cast a for/against vote).

The 61 asset managers below cast 100% of the shares they voted on this item FOR (39,180,609 for, 0 against).

FOR 99.9%

FOR: 39,180,609 (99.9%)ABSTAIN: 28,335 (0.1%)

Largest asset managers voting on “RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCA” at Sotera Health Company, 2024-2025
Asset manager	For	Abstain	Vote
Vanguard	16,023,358	0	For
T. Rowe Price	5,158,321	0	For
JANUS INVESTMENT FUND	5,105,315	0	For
BlackRock	4,983,081	0	For
Fidelity	1,495,456	0	For
Dimensional	1,397,882	0	For
Charles Schwab	1,390,726	0	For
MERIDIAN FUND INC	382,496	0	For
State Street	349,597	0	For
Jackson National	302,126	0	For
TIAA	259,701	0	For
Equitable	246,410	0	For
Northwestern Mutual	214,486	0	For
AIG/SunAmerica	167,909	0	For
John Hancock	152,860	0	For
Northern Trust	134,647	0	For
Columbia Threadneedle	130,480	0	For
MASTER INVESTMENT PORTFOLIO	90,039	0	For
Brighthouse	60,334	28,335	For
BNY Mellon	82,614	0	For
2023 ETF Series Trust	80,336	0	For
MoA Funds Corp	77,891	0	For
Morgan Stanley	74,896	0	For
Lincoln Financial	74,073	0	For
Principal	63,670	0	For

Showing the 25 largest of 61 asset managers. See all 61 in the interactive database.

6. Ratify Ernst & Young LLP as Auditors

AUDIT-RELATED

Meeting held 2025-05-21.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (72,779 for, 0 against).

FOR: 72,779 (100.0%)

Largest asset managers voting on “Ratify Ernst & Young LLP as Auditors” at Sotera Health Company, 2024-2025
Asset manager	For	Against	Abstain	Withheld	Vote
Empower	70,935	0	0	0	For
GuideStone	1,844	0	0	0	For

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

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2024-05-23 (outside the 2024-2025 season's 1 July to 30 June window; reported in this season's filings).

Combines 2 wordings of this item as funds reported it.

0% fund support · no official result

AGAINST 100%

The 2 asset managers below cast 0% of the shares they voted on this item FOR (0 for, 3,566 against).

AGAINST: 3,566 (100.0%)

Largest asset managers voting on “Approve, on an advisory, non- binding basis, our named executive officers' compensation.” at Sotera Health Company, 2024-2025
Asset manager	For	Against	Abstain	Withheld	Vote
COLDSTREAM CAPITAL MANAGEMENT INC	0	3,566	0	0	Against
Echo45 Advisors LLC	0	0	0	0	--

Largest Sotera Health Company shareholders voting in 2024-2025

Ranked by the number of Sotera Health Company shares each manager voted on the most widely held ballot item of the 2024-2025 meeting, shown as a share of the 283,855,074 shares outstanding at the time of that meeting.

Top Sotera Health Company shareholders by shares voted, 2024-2025
#	Asset manager	% of shares outstanding
1	GTCR LLC	17.36%
2	Darsana Capital Partners LP	7.05%
3	Vanguard	5.79%
4	T. Rowe Price	4.60%
5	BlackRock	3.29%
6	TPG GP A, LLC	2.38%
7	Sessa Capital IM, L.P.	2.22%
8	Janus Henderson	1.97%
9	Sculptor Capital LP	1.86%
10	JANUS INVESTMENT FUND	1.80%

Reported Sotera Health Company ownership

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

Sotera Health Company beneficial owners on record for the 2024-2025 proxy season
Holder	% outstanding	Disclosure
James C. Neary	26.03%	DEF14A
Ruoxi Chen	26.03%	DEF14A
Robert B. Knauss	26.02%	DEF14A
Investment funds and entities affiliated with Warburg Pincus	26.01%	DEF14A
Constantine S. Mihas	17.36%	DEF14A
Sean L. Cunningham	17.36%	DEF14A
Investment funds and entities affiliated with GTCR	17.34%	DEF14A
Darsana Capital Partners LP	8.81%	13G
Sculptor Capital LP	7.40%	13G
Sessa Capital GP, LLC	7.24%	13G

Percentages above are of 283,855,074 shares outstanding, as reported by Sotera Health Company on its Form 10-Q dated 2025-04-25 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 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 Company’s 10-Q dated 2025-04-25. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At Sotera Health Company's shareholder meeting held 2025-05-21, in the 2024-2025 proxy season, 246 asset managers reported how they voted in their SEC Form N-PX filings, covering 1,463 separate fund positions. Their filings are grouped here into 7 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — Approve, on an advisory basis, the compensation of our named executive officers. — FOR was 99.3% of the votes cast (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), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: Sotera Health Company's Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2025-05-23.

Sotera Health Company proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.