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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 9, 2023
IRON MOUNTAIN INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)

1-13045 |  | 23-2588479
(Commission File Number) |  | (IRS Employer Identification No.)

85 New Hampshire Avenue, Suite 150, Portsmouth, New Hampshire
(Address of Principal Executive Offices)
03801
(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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 9, 2023, the Board of Directors of Iron Mountain Incorporated (the “Company”) approved amendments to the Company’s Bylaws (the “Bylaws”), effective immediately. The Bylaws were amended to enhance the procedural mechanics and disclosure requirements in connection with stockholder nominations of directors pursuant to Rule 14a-19 under the Securities Exchange Act of 1934, as amended. The Bylaws were also amended to make other ministerial, clarifying and conforming changes.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the text of the Bylaws, as amended. The Bylaws, as amended are attached hereto as Exhibit 3.1 and are incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders of the Company held on May 9, 2023 (the “Annual Meeting”), the Company’s stockholders elected ten directors, each for a one-year term of office to serve until the Company’s 2024 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 |  | 206,011,205 |  | 1,170,618 |  | 328,792 |  | 41,886,642
Pamela M. Arway |  | 201,495,688 |  | 5,692,285 |  | 322,642 |  | 41,886,642
Clarke H. Bailey |  | 198,611,800 |  | 8,538,553 |  | 360,262 |  | 41,886,642
Kent P. Dauten |  | 201,806,154 |  | 5,353,915 |  | 350,546 |  | 41,886,642
Monte Ford |  | 203,785,698 |  | 3,365,454 |  | 359,463 |  | 41,886,642
Robin L. Matlock |  | 205,378,603 |  | 1,785,166 |  | 346,846 |  | 41,886,642
William L. Meaney |  | 206,463,971 |  | 686,934 |  | 359,710 |  | 41,886,642
Wendy J. Murdock |  | 195,012,482 |  | 12,167,526 |  | 330,607 |  | 41,886,642
Walter C. Rakowich |  | 204,050,613 |  | 3,101,810 |  | 358,192 |  | 41,886,642
Doyle R. Simons |  | 205,273,208 |  | 1,877,627 |  | 359,780 |  | 41,886,642

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 Company’s Proxy Statement for the Annual Meeting dated March 30, 2023. This proposal received the following votes:

For |  | Against |  | Abstain |  | Broker Non-Vote
197,011,387 |  | 9,569,439 |  | 929,789 |  | 41,886,642

At the Annual Meeting, the Company’s stockholders approved a nonbinding advisory resolution on the frequency (every one, two or three years) of future non-binding advisory votes of stockholders on the compensation paid to the Company’s named executive officers. This proposal received the following votes:

1 Year |  | 2 Years |  | 3 Years |  | Abstain |  | Broker Non-Vote
201,191,102 |  | 489,999 |  | 5,285,399 |  | 544,115 |  | 41,886,642

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, 2023. This proposal received the following votes:

For |  | Against |  | Abstain |
240,549,181 |  | 8,389,896 |  | 458,180 |

The results reported above are final voting results.
Item 8.01. Other Events.
Committee Appointments
On May 9, 2023, 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 May 9, 2023:

Audit Committee
| Walter Rakowich, Chair
| Jennifer Allerton
| Clarke H. Bailey
| Kent P. Dauten
Compensation Committee
| Wendy J. Murdock, Chair Pamela M. Arway
| Monte Ford
| Robin L. Matlock
| Doyle R. Simons
Nominating and Governance Committee
| Clarke H. Bailey, Chair
| Pamela M. Arway
| Kent P. Dauten
| Walter C. Rakowich

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 9, 2023, the Board of Directors, upon recommendation from the Nominating and Governance Committee, approved the appointment of the following members to these committees, effective May 9, 2023:

Finance Committee
| Doyle R. Simons, Chair Kent P. Dauten
| Wendy J. Murdock Walter C. Rakowich

Risk and Safety Committee |
| Monte Ford, Chair Jennifer Allerton Clarke H. Bailey
| Robin L. Matlock

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
3.1 Amendment and Restatement of Bylaws of Iron Mountain Incorporated. (Filed 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.

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

Date: May 11, 2023