Edgar Filing: STERICYCLE INC

DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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STERICYCLE, INC.
(Name of registrant as specified in its charter)


(Name of person(s) filing proxy statement, if other than the registrant)

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 21, 2014.


		STERICYCLE, INC. STERICYCLE, INC. 28161 NORTH KEITH DRIVE LAKE FOREST, IL 60045				Meeting Information Meeting Type: Annual Meeting For holders as of: March 21, 2014 Date: May 21, 2014 Time: 11:00 a.m. CDT Location: The Hilton Garden Inn Chicago O’Hare Airport 2930 South River Road Des Plaines, Illinois 60018 Admission is by admissions card. See the back cover of the proxy statement.

						You are receiving this communication because you hold shares in the company named above.
						This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
						We encourage you to access and review all of the important information contained in the proxy materials before voting.
						See the reverse side of this notice to obtain proxy materials and voting instructions.

— Before You Vote —

How to Access the Proxy Materials


						Proxy Materials Available to VIEW or RECEIVE:
						1. Annual Report 2. Notice and Proxy Statement How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL: sendmaterial@proxyvote.com If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 7, 2014 to facilitate timely delivery.

— How To Vote —

Please Choose One of the Following Voting Methods



						Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Voting Items

The Board of Directors recommends you vote FOR all nominees for director, FOR Items 2, 3, 4 and 6, and FOR 1 year on Item 5.

1. Election of Directors

1a. Mark C. Miller

1b. Jack W. Schuler

1c. Charles A. Alutto

1d. Thomas D. Brown

1e. Thomas F. Chen

1f. Rod F. Dammeyer

1g. William K. Hall

1h. John Patience

1i. Mike S. Zafirovski

2. Approval of the Company’s 2014 Incentive Stock Plan

3. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2014

4. Advisory resolution approving the compensation paid to the Company’s executive officers

5. Advisory resolution on the frequency of the advisory vote on executive compensation

6. Approval of an amendment to the Company’s certificate of incorporation to give stockholders the right to call a special meeting

NOTE: This proxy will be voted in the best judgment of the proxies in respect of any other business that properly comes before the Annual Meeting.