Form 8-K - Current report

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): July 22, 2024

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 22, 2024, the board of directors (the “Board”) of the Company elected Andre Maciel, age 50, to serve as a director of the Company effective July 22, 2024. There are no arrangements or understandings between Mr. Maciel and any other persons pursuant to which he was elected as a director, and Mr. Maciel has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Maciel does not have a family relationship with any member of the Board or any executive officer of the Company. Effective July 22, 2024, Mr. Maciel will serve on the Audit Committee and the Risk and Safety Committee of the Board.

Mr. Maciel is a seasoned finance executive who has served as Global Chief Financial Officer for The Kraft Heinz Company, one of the world’s largest food and beverage companies, since March 2022. He joined the company’s predecessor, H.J. Heinz, in 2013 and has held several key leadership roles that have enabled him to develop extensive finance, auditing and digital transformation experience. Mr. Maciel worked at companies including AB InBev, McKinsey & Company and Accenture earlier in his career, and has lived in 13 countries. He holds a bachelor’s degree in industrial engineering from Universidade de São Paulo and an MBA from INSEAD.

For his service as a director, Mr. Maciel will be entitled to the compensation that the Company generally provides to its non-employee directors. A summary of the Company’s currently-effective compensation plan for non-employee directors (the “Director Compensation Plan”) is filed as Exhibit 10.51 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”), and is incorporated by reference herein. Mr. Maciel will also be able to participate in the Iron Mountain Incorporated Directors Deferred Compensation Plan, which is filed as Exhibit 10.52 to the 2023 Annual Report. Effective July 22, 2024, pursuant to the Director Compensation Plan, Mr. Maciel will receive a prorated annual grant of restricted stock units (“RSUs”) under the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan. Each RSU represents the right to receive one full share of the Company’s common stock, and the RSUs will vest immediately upon grant.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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/ Deborah Marson
Name:			Deborah Marson
Title:			Executive Vice President, General Counsel and Secretary

Date: July 22, 2024

Cover Document	Jul. 22, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 22, 2024
Entity Registrant Name	IRON MOUNTAIN INC
Entity Incorporation, State or Country Code	DE
Entity File Number	1-13045
Entity Tax Identification Number	23-2588479
Entity Address, Address Line One	85 New Hampshire Avenue, Suite 150
Entity Address, City or Town	Portsmouth
Entity Address, State or Province	NH
Entity Address, Postal Zip Code	03801
City Area Code	617
Local Phone Number	535-4766
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $.01 par value per share
Trading Symbol	IRM
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001020569
Amendment Flag	false