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

At the Annual Meeting of Stockholders of Iron Mountain Incorporated (the "Company"), held on May 12, 2021 (the "Annual Meeting"), the Company's stockholders approved an amendment to the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan (the "2014 Plan"), to increase the number of shares of the Company's 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. The material terms of the 2014 Plan, as amended by the 2014 Plan Amendment, are summarized in the Company's Proxy Statement for the Annual Meeting dated April 2, 2021 (the "Proxy Statement"). A copy of the 2014 Plan Amendment is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

At the Annual Meeting, the Company's stockholders approved an amendment to the Iron Mountain Incorporated 2013 Employee Stock Purchase Plan (the "2013 Plan"), to increase the number of shares of Common Stock authorized for issuance thereunder by 1,000,000. The material terms of the 2013 Plan, as amended by the 2013 Plan Amendment, are summarized in the Company's Proxy Statement. A copy of the 2013 Plan Amendment is filed as Exhibit 10.2 hereto and is incorporated herein by reference.




Item 5.03.          Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 12, 2021, the Board of Directors of the Company (the "Board of Directors") amended and restated the Company's bylaws (the "Amended and Restated Bylaws"), to implement proxy access procedures (the "Proxy Access Amendment").

The Proxy Access Amendment, under Article III, Section 3.2(b) of the Amended and Restated Bylaws, permits a stockholder, or group of no more than 20 stockholders, owning three percent or more of the total voting power of the Company's outstanding shares of capital stock continuously for at least the previous three years to nominate director nominees for inclusion in the Company's proxy statement for its annual meeting of stockholders, subject to the eligibility, notice, information and other requirements set forth in the Amended and Restated Bylaws. The maximum number of stockholder-nominated candidates the Company may include in its proxy materials is the greater of 2 or 20% of the directors in office as of the last day on which a Proxy Access Nomination Notice (as defined in the Proxy Access Amendment) may be delivered.

This description of the Proxy Access Amendment is qualified in its entirety by reference to the text of the Amended and Restated Bylaws filed as Exhibit 3.1 to this report and incorporated herein by reference.

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

At the Annual Meeting, the Company's stockholders elected twelve directors, each for a one-year term of office to serve until the Company's 2022 Annual Meeting of Stockholders, or until their successors are elected and qualified. The nominated directors received the following votes:

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          Name                     For              Against           Abstain        Broker Non-Vote
   Jennifer Allerton            189,539,283          1,524,758        1,920,062        50,959,016
    Pamela M. Arway             187,553,490          3,517,440        1,913,173        50,959,016
    Clarke H. Bailey            185,578,925          5,359,291        2,045,887        50,959,016
     Kent P. Dauten             185,546,796          5,387,203        2,050,104        50,959,016
       Monte Ford               188,315,816          2,615,451        2,052,836        50,959,016
 Per-Kristian Halvorsen         187,793,793          3,230,352        1,959,958        50,959,016
    Robin L. Matlock            189,342,310          1,706,957        1,934,836        50,959,016
   William L. Meaney            188,945,485          1,740,137        2,298,481        50,959,016
    Wendy J. Murdock            189,794,752          1,266,146        1,923,205        50,959,016
   Walter C. Rakowich           187,535,302          3,401,500        2,047,301        50,959,016
    Doyle R. Simons             189,098,125          1,838,442        2,047,536        50,959,016
  Alfred J. Verrecchia          187,666,984          3,252,434        2,064,685        50,959,016

At the Annual Meeting, the Company's stockholders approved the 2014 Plan Amendment. The 2014 Plan Amendment was previously approved by the Board of Directors, subject to stockholder approval at the Annual Meeting. This proposal received the following votes:




       For              Against           Abstain        Broker Non-Vote
    182,420,776          9,810,486          752,841        50,959,016

A At the Annual Meeting, the Company's stockholders approved the 2013 Plan Amendment. The 2013 Plan Amendment was previously approved by the Board of Directors, subject to stockholder approval at the Annual Meeting. This proposal received the following votes:



       For              Against           Abstain        Broker Non-Vote
    188,150,079          4,207,896          626,128        50,959,016

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
    179,336,910         12,534,637        1,112,556        50,959,016

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, 2021. This proposal received the following votes:



       For              Against           Abstain
    241,085,674          1,353,672        1,503,773

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The results reported above are final voting results.




Item 8.01.  Other Events.

Committee Appointments

On May 12, 2021, 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 12, 2021:

Audit Committee

Walter Rakowich, Chair
               Jennifer Allerton
               Clarke H. Bailey
               Kent P. Dauten
               Wendy J. Murdock

Compensation Committee

Pamela M. Arway, Chair
               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
               Per-Kristian Halvorsen
               Walter C. Rakowich

The Company also has a Finance Committee, a Risk and Safety Committee and a Technology Committee, none of which are required by the rules of the New York Stock Exchange. On May 12, 2021, the Board of Directors, upon recommendation from the Nominating and Governance Committee, approved the appointment of the following members to these committees, effective May 12, 2021:

Finance Committee

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

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Risk and Safety Committee

Clarke H. Bailey, Chair
                  Jennifer Allerton
                  Monte Ford
                  Per-Kristian Halvorsen
                  Robin L. Matlock

Technology Committee

Per-Kristian Halvorsen, Chair
               Jennifer Allerton
               Monte Ford
               Robin L. Matlock


Item 9.01.       Financial Statements and Exhibits.

(d)  Exhibits

3.3              Amendment and Restatement of the Iron Mountain Incorporated

Bylaws. (Filed herewith.)



10.1              Third Amendment to the Iron Mountain Incorporated 2014 Stock

and Cash Incentive Plan. (Filed herewith.)

10.2 First Amendment to the Iron Mountain Incorporated 2013 Employee Stock Purchase Plan. (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.

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