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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): | |
| --- | --- |
| ☑ | 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: |
| | 2)
Aggregate number of securities to which transaction applies: |
| | 3)
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): |
| | 4)
Proposed maximum aggregate value of transaction: |
| | 5) Total fee paid: |
| ☐ | Fee paid previously with
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
filing by registration statement number, or the form or schedule and the
date of its filing. |
| | 1)
Amount previously paid: |
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Filing Party: |
| | 4) Date
Filed: |
| 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.
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| 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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