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 13, 2020

IRON MOUNTAIN INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-13045

(Commission File Number)

One Federal Street, Boston, Massachusetts

(Address of Principal Executive Offices)

23-2588479

(IRS Employer Identification No.)

2110

(Zip Code)

(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:

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 5.07.    Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders of Iron Mountain Incorporated, or the Company, held on May 13, 2020, or the Annual Meeting, the Company’s stockholders elected thirteen directors, each for a one-year term of office to serve until the Company’s 2021 Annual Meeting of Stockholders, or until their successors are elected and qualified. The nominated directors received the following votes:

Name		For		Against		Abstain		Broker Non-Vote
Jennifer Allerton		197,782,582		1,177,917		6,050,586		54,867,159
Pamela M. Arway		203,292,633		1,251,746		466,706		54,867,159
Clarke H. Bailey		184,536,546		19,980,554		493,985		54,867,159
Kent P. Dauten		200,669,272		3,842,799		499,014		54,867,159
Paul F. Deninger		203,359,109		1,152,054		499,922		54,867,159
Monte Ford		197,968,183		952,011		6,090,891		54,867,159
Per-Kristian Halvorsen		203,459,547		1,049,310		502,228		54,867,159
Robin L. Matlock		198,259,374		654,240		6,097,471		54,867,159
William L. Meaney		203,746,637		774,220		490,039		54,867,159
Wendy J. Murdock		203,571,752		968,896		470,437		54,867,159
Walter C. Rakowich		203,100,601		1,383,422		527,062		54,867,159
Doyle R. Simons		198,190,615		714,874		6,105,596		54,867,159
Alfred J. Verrecchia		203,339,493		1,166,522		505,070		54,867,159

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:

For		Against		Abstain		Broker Non-Vote
197,422,472		6,582,300		1,006,313		54,867,159

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, 2020. This proposal received the following votes:

For		Against		Abstain
255,864,539		3,255,480		758,225

The results reported above are final voting results.

Item 8.01.    Other Events.

Committee Appointments

On May 13, 2020, upon recommendation from the Company’s Nominating and Governance Committee, or 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 May 13, 2020:

Audit Committee

Walter Rakowich, Chair

Jennifer Allerton

Clarke H. Bailey

Kent P. Dauten

Wendy J. Murdock

Compensation Committee

Pamela M. Arway, Chair

Paul F. Deninger

Monte Ford

Per-Kristian Halvorsen

Robin L. Matlock

Doyle R. Simons

Nominating and Governance Committee

Alfred J. Verrecchia, Chair

Pamela M. Arway

Clarke H. Bailey

Kent P. Dauten

Walter C. Rakowich

The Company also has a Finance Committee and a Risk and Safety Committee, neither of which is required by the rules of the New York Stock Exchange. On May 13, 2020, the Board of Directors, upon recommendation from the Nominating and Governance Committee, approved the appointment of the following members to these committees, effective May 13, 2020:

Finance Committee

Kent P. Dauten, Chair

Paul F. Deninger

Wendy J. Murdock

Walter C. Rakowich

Doyle R. Simons

Risk and Safety Committee

Clarke H. Bailey, Chair

Jennifer Allerton

Monte Ford

Per-Kristian Halvorsen

Robin L. Matlock

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.

	IRON MOUNTAIN INCORPORATED
	By:	/s/ Barry Hytinen
	Name:	Barry Hytinen
	Title:	Executive Vice President and Chief Financial Officer

Date: May 18, 2020