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IRON MOUNTAIN INC Remuneration Information 2021

Apr 2, 2021

30157_rns_2021-04-02_63cdc2ad-144e-44ba-8d27-7bfc7d18755a.zip

Remuneration Information

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DEFA14A 1 irm3816531-defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant

CHECK THE APPROPRIATE BOX:
Preliminary Proxy Statement
Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Under Rule
14a-12

Iron Mountain Inc.

(Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

| PAYMENT OF FILING FEE (CHECK THE APPROPRIATE
BOX): | |
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| ☑ | No fee
required. |
| ☐ | Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11. |
| | 1)
Title of each class of securities to which transaction
applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
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preliminary materials: |
| ☐ | Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
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IRON MOUNTAIN INCORPORATED
2021 Annual Meeting
Vote by May 11, 2021
11:59 PM ET
IRON MOUNTAIN INCORPORATED INVESTOR RELATIONS ONE FEDERAL STREET BOSTON, MA 02110
D45862-Z78959-P48717

You invested in IRON MOUNTAIN INCORPORATED and it’s time to vote!

You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the stockholder meeting to be held on May 12, 2021.

Get informed before you vote

View the Notice and Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to April 28, 2021. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to [email protected]. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

Control #

Smartphone users Point your camera here and vote without entering a control number Vote Virtually at the Meeting* May 12, 2021 9:00 A.M., ET Virtually at: www.virtualshareholdermeeting.com/IRM2021

*
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Vote at www.ProxyVote.com

THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters.

Voting Items Board — Recommends
1. For the election of twelve (12) directors to the Iron Mountain Incorporated Board of Directors for a one-year term or until
their successors are elected and qualified.
Nominees:
1a. Jennifer Allerton For
1b. Pamela M. Arway For
1c. Clarke H. Bailey For
1d. Kent P. Dauten For
1e. Monte Ford For
1f. Per-Kristian Halvorsen For
1g. Robin L. Matlock For
1h. William L. Meaney For
1i. Wendy J. Murdock For
1j. Walter C. Rakowich For
1k. Doyle R. Simons For
1l. Alfred J. Verrecchia For
2. The approval of an amendment to the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan (the “2014 Plan”)
to increase the number of shares of common stock of the Company (“Common Stock”) authorized for issuance thereunder
by 8,000,000, from 12,750,000 to 20,750,000, to extend the termination date of the 2014 Plan from May 24, 2027 to May 12,
2031, to provide that, other than in certain circumstances, no equity-based award will vest before the first anniversary of
the date of grant and to provide that dividends and dividend equivalents are not paid with respect to stock options or stock
appreciation rights. For
3. The approval of an amendment to the Iron Mountain Incorporated 2013 Employee Stock Purchase Plan (the “2013 ESPP”)
to increase the number of shares of Common Stock authorized for issuance thereunder by 1,000,000. For
4. The approval of a non-binding, advisory resolution approving the compensation of our named executive officers as described
in the Iron Mountain Incorporated Proxy Statement. For
5. The ratification of the selection by the Audit Committee of Deloitte & Touche LLP as Iron Mountain Incorporated’s
independent registered public accounting firm for the year ending December 31, 2021. For
NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting
of Stockholders or any postponement or adjournment thereof.
Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”.

D45863-Z78959-P48717

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