THE COMPANY’S STATEMENT IN OPPOSITION
The Board of Directors has carefully considered this proposal and believes that this proposal is unnecessary and is not in the best interests of our stockholders. Consequently, the Board of Directors recommends a vote “AGAINST” this proposal for the reasons described below.
WeThe Company already has procedures in place to provide appropriate oversight of our limited political activities, including a Political Contributions Policy, which generally prohibits corporate contributions to state and local candidates and committees or ballot measure committees, unless approved by the Nominating and Governance Committee of the Board of Directors. Any and all political contributions and expenditures are made through the Stericycle Political Action Committee and quarterly reports are filed as required by the Federal Election Commission. Further, the Company has recently committed to respecting human rightspublish on its website, on a semiannual basis, all federal and to ensuring everyone is treatedstate contributions and expenditures made by the Company in the United States since the last report. Given the existing oversight controls we already have in place and our recently enhanced transparency, the report requested by the proposal would not provide stockholders with dignity and respect in all the jurisdictions within which we operate. We work every day to put people first—by being a force for safety, equity, opportunity, creating an inclusive and diverse work environment and respecting the human rights, including the civil rights, of everyone whose lives we touch.any additional meaningful information.
We already fulfilloperate in a highly regulated environment that requires interactions with legislators and regulators on applicability of evolving regulations. In 2021, we established a Government Relations and Public Affairs group to engage the objectives of the proposal in several ways, including through impact and risk assessments, active governance and Board oversight, engagementgovernment on policies relevant to our business, build relationships with our communities and key stakeholders, and regular, transparent public reporting. We believeeducate them about our current framework foressential company services and their role in safeguarding the implementation and oversight of our human rights commitments and stewardship is more effective than the broad and unfocused audit requested by the proposal.
Focus on Diversity, Equity and Inclusion (“DEI”)environment. This group also engages with community stakeholders where we operate, which in our Workforce
Acknowledging that a diverse and inclusive workforcemany states is a key element of long-term business sustainability, we continue to focus on DEI with the goal of developing a workforce that represents the customers and communities we serve. During 2021, we expanded the name of our Compensation Committee to the Compensation and Human Capital Committee, and we clarified the Committee’s charter to include responsibility for regularregulatory requirement under environmental justice or similar regulations requiring community review of management’s policiesoperational permits.
In early 2023, our Government Relations and strategies relating to our human capital management strategyPublic Affairs group developed and function, including those relating to human rights, recruiting, retention, talent development, culture, diversity, equity,published a Global Government Relations Policy and inclusion.
Stericycle has invested in our enterprise resource planning system,a Political Contributions Policy, which enhances our technological capabilitiesgoverns communications and contact with respect to information gathering, documentationgovernment officials and reporting of many facets of the operation, including DE&I. This ready access to data and information improves our ability to be transparent in our reporting obligations.
Our Code of Conduct also specifically prohibits discrimination or otherwise limiting employees’ opportunities to contribute or advance based on age; race; color; religion; national, ethnic or social origin; ancestry; sex/gender; gender identity/expression; sexual orientation; marital/parental status; religion; pregnancy/childbirth or related conditions; disability or medical condition; genetic information; military or veteran status; or other protected categories.
Our Code of Conduct and Anti-Corruptioncontributions. These policies work in support of global legislationtandem with our Business Courtesies Policy and our Anti-Corruption Policy.
Under the Political Contributions Policy, the Company is not permitted to support our entire value chain such that all people in that chain are treated with dignity, respect and that their human rights and freedom of association rights are also respected.
Stericycle currently has six Employee Resource Groups (ERG) supporting Women, Black or African Americans, Latino/a/x, Veterans, Young Professionals and the LGBTQ+ (lesbian, gay, bisexual, transgender and queer) communities. Our ERGs promote inclusivity, personal and professional development, and community outreach. Collectively, they have a shared goalmake corporate contributions to drive our diversity and inclusion efforts forward. Additionally, our Human Resources team is developing a diversity and inclusion learning series for ERG members and the greater Stericycle workforce, which is expected to launch in Summer 2022.
Stericycle engaged in many activities during 2021 that further demonstrate our ongoing commitments to diversity, equity and inclusion, including the following:
We expanded our on-going market-based compensation analyses to include assessing pay equity factors.
We hosted a 12-event, virtual International Women’s Summit attended by more than 1,000 team members.
We expanded our parental leave program, which provides paid parental leave following a child’s birth, adoption, legal or foster care placement.
We formalized the Supplier Diversity Program and verified minority status of our vendor base.
Our Talent Acquisition team partners with numerous nationalstate and local organizations to support the advancement of DEI and identify diverse talent. As a result of our recruiting efforts, approximately 58% of all U.S.-based hirescandidates, parties, political committees (including 527 groups or Super PACs) or ballot initiatives, unless approved in 2021 were racially or ethnically diverse. As we closed 2021, 52% of our team members are from federally designated racial or ethnic minority categories in the United States.
To publicly reinforce our commitment, our CEO, Cindy Miller, signed the CEO Action for Diversity & Inclusion Pledge. This is the largest CEO-driven business commitment to advance diversity and inclusion in the workplace, with approximately 2,000 CEOs participating across all industries and geographies.
With respect to the operation of our incinerator facilities, Stericycle currently operates seven Hospital, Medical, and Infectious Waste Incinerators (HMIWI) in the United States. Stericycle’s incinerators are subject to more stringent emissions standards compared to other commercial waste incinerators. Our facilities are generally smaller and have an overall lesser impact to the surrounding environment. We continue to innovate and invest in the latest technologies in our facilities benefitting both our employees and the communities where we operate. The settlement at our Utah facility referenced by the Teamsters relatesNominating and Governance Committee. In addition, Stericycle does not make any independent expenditures or electioneering communications, nor does it contribute to a noticeany organizations for the purpose of violations issued approximately nine years ago, which was settled withoutfunding such efforts, unless approved in advance by the Nominating and Governance Committee. Our Political Contributions Policy is available on our investor relations website, investors.stericycle.com.
Generally, any admission of faultpolitical contributions and expenditures are made through the Stericycle Political Action Committee (“Stericycle PAC”) and quarterly reports are filed as required by Stericycle. Subsequent assessments have demonstrated that there was minimal human health risk associated with exposure to the emissions at issue in those alleged violations.Federal Election Commission (FEC) on their website.
