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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 29, 2025
IRON MOUNTAIN INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 1-13045 | | 23-2588479 |
| (Commission File Number) | | (IRS Employer Identification No.) |
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85 New Hampshire Avenue, Suite 150, Portsmouth, New Hampshire
(Address of Principal Executive Offices)
(617) 535-4766
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities Registered Pursuant to Section 12(b) of the Act:
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| Title of Each Class | | Trading Symbol(s) | | Name Of Each Exchange On Which Registered |
| Common Stock, $.01 par value per share | | IRM | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) The Annual Meeting of Stockholders of Iron Mountain Incorporated (the "Company") was held on May 29, 2025 (the "Annual Meeting"). At the Annual Meeting, the Company’s stockholders approved an amendment (the "Plan Amendment") to the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan (the "2014 Plan"), to increase the number of shares of the Company’s common stock authorized for issuance thereunder by 4,600,000 from 20,750,000 to 25,350,000, and to extend the termination date of the 2014 Plan from May 12, 2031 to May 29, 2035. The material terms of the 2014 Plan, as amended by the Plan Amendment, are summarized in the Company’s Proxy Statement for the Annual Meeting dated April 18, 2025, as supplemented on May 5, 2025 (the “Proxy Statement”). A copy of the Plan Amendment is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s stockholders elected ten directors, each for a one-year term of office to serve until the Company’s 2026 Annual Meeting of Stockholders, or until their successors are elected and qualified. The nominated directors received the following votes:
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| Name | | For | | Against | | Abstain | | Broker Non-Vote |
Jennifer Allerton | | 220,750,946 | | 1,496,885 | | | 308,718 | | 33,591,568 |
Pamela M. Arway | | 217,284,252 | | 4,962,846 | | | 309,451 | | 33,591,568 |
Kent P. Dauten | | 212,191,961 | | 10,028,884 | | | 335,704 | | 33,591,568 |
| June Y. Felix | | 221,872,316 | | 366,213 | | | 318,020 | | 33,591,568 |
Monte Ford | | 220,112,449 | | 2,115,832 | | | 328,268 | | 33,591,568 |
Robin L. Matlock | | 218,950,378 | | 3,288,845 | | | 317,326 | | 33,591,568 |
William L. Meaney | | 221,184,345 | | 1,053,109 | | | 319,095 | | 33,591,568 |
Walter C. Rakowich | | 216,509,870 | | 5,704,685 | | | 341,994 | | 33,591,568 |
| Theodore R. Samuels | | 216,266,123 | | 5,953,163 | | | 337,263 | | 33,591,568 |
Doyle R. Simons | | 221,101,209 | | 1,133,771 | | | 321,569 | | 33,591,568 |
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At the Annual Meeting, the Company’s stockholders approved an amendment to the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan, which was previously approved by the Board of Directors. This proposal received the following votes:
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| For | | Against | | Abstain | | Broker Non-Vote |
| 213,309,793 |
| 8,581,122 |
| 665,634 | | 33,591,568 |
At the Annual Meeting, the Company’s stockholders approved a nonbinding advisory resolution on the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K in the Proxy Statement. This proposal received the following votes:
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| For | | Against | | Abstain | | Broker Non-Vote |
| 211,858,914 |
| 9,973,817 |
| 723,818 | | 33,591,568 |
At the Annual Meeting, the Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. This proposal received the following votes:
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| For | | Against | | Abstain | |
| 244,861,185 |
| 10,921,782 |
| 365,150 | |
The results reported above are final voting results.
Item 8.01. Other Events.
Committee Appointments
On May 28, 2025, upon recommendation from the Company’s Nominating and Governance Committee (the “Nominating and Governance Committee”), the Board of Directors approved the appointment of the following members of the Company’s Audit, Compensation and Nominating and Governance Committees, effective at the conclusion of the Annual Meeting on May 29, 2025, and subject to their re-election at the Annual Meeting:
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| Audit Committee |
| Walter C. Rakowich, Chair |
| Jennifer Allerton |
| Kent P. Dauten |
| June Y. Felix |
| Compensation Committee |
| Robin L. Matlock, Chair |
| Pamela M. Arway |
| Monte Ford |
| Doyle R. Simons |
| Nominating and Governance Committee |
| Theodore R. Samuels, Chair |
| Pamela M. Arway |
| Kent P. Dauten |
| Walter C. Rakowich |
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The Company also has a Finance Committee and a Risk and Safety Committee, neither of which are required by the rules of the New York Stock Exchange. On May 28, 2025, the Board of Directors, upon recommendation from the Nominating and Governance Committee, approved the appointment of the following members to these committees, effective at the conclusion of the Annual Meeting on May 29, 2025, and subject to their re-election at the Annual Meeting:
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| Finance Committee |
| Doyle R. Simons, Chair |
| Kent P. Dauten |
| Walter C. Rakowich |
| Theodore R. Samuels |
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| Risk and Safety Committee | |
| Monte Ford, Chair | |
| Jennifer Allerton | |
| June Y. Felix | |
| Robin L. Matlock |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
herewith.)
101 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| IRON MOUNTAIN INCORPORATED |
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| By: | /s/ Michelle Altamura |
| Name: | Michelle Altamura |
| Title: | Executive Vice President, General Counsel and Secretary |
Date: June 4, 2025