Casella Waste Systems Inc 8-K, filed Jun 10, 2024
Casella Waste Systems Inc (CWST)
8-K
2024-06-10
For: 2024-06-06
View Original
Added on
April 12, 2026
About this 8-K
Casella Waste Systems Inc filed this 8-K on June 10, 2024, reporting on events of June 6, 2024.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 6, 2024
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(Exact Name of Registrant as Specified in Charter)
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| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: (802 ) 775-0325
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
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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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| (Nasdaq Global Select Market) | ||||||||||||||
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.
At the 2024 Annual Meeting of Stockholders of Casella Waste Systems, Inc. (the “Company”) held on June 6, 2024 (the “Annual Meeting”), the Company’s stockholders approved the amendment and restatement of the 2016 Incentive Plan (the “2016 Plan” and, as amended and restated, the “Amended and Restated 2016 Plan”), which had previously been adopted by the Company’s Board of Directors (the “Board”) subject to stockholder approval.
The description of the Amended and Restated 2016 Plan contained on pages 84 to 96 of the Company's definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission (the "SEC") on April 19, 2024 (the “Proxy Statement”), is incorporated herein by reference. A complete copy of the Amended and Restated 2016 Plan is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s stockholders voted on the following matters, which are described in detail in the Proxy Statement: (i) to elect three Class III directors, each to serve a term expiring at the 2027 Annual Meeting of Stockholders (“Proposal 1”); (ii) to approve the amendment and restatement of the 2016 Plan (“Proposal 2”); (iii) to approve, in an advisory “say-on-pay” vote, the compensation of the Company’s named executive officers (“Proposal 3”); and (iv) to ratify the appointment of RSM US LLP as the Company’s independent auditors for the fiscal year ending December 31, 2024 (“Proposal 4”). At the Annual Meeting, the stockholders of the Company elected the nominees of the Board, John W. Casella, William P. Hulligan and Rose Stuckey Kirk, as Class III directors and approved Proposal 2, Proposal 3 and Proposal 4. At the Annual Meeting, the holders of shares of the Company’s Class A common stock and Class B common stock representing 64,866,723 votes were represented in person or by proxy, constituting a quorum.
Set forth below are the final voting totals for the proposals acted upon at the Annual Meeting:
Proposal 1: | The following nominees were elected to the Board as Class III directors, each to serve for a term expiring at the 2027 Annual Meeting of Stockholders. | ||||
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| John W. Casella | 61,160,561 | 2,158,070 | 1,548,092 | |||||||||||||||||
| William P. Hulligan | 57,545,817 | 5,772,814 | 1,548,092 | |||||||||||||||||
| Rose Stuckey Kirk | 41,548,189 | 21,770,442 | 1,548,092 | |||||||||||||||||
The terms of the following directors continued after the Annual Meeting: Michael K. Burke, Douglas R. Casella, Gary Sova, Michael L. Battles, Joseph G. Doody and Emily Nagle Green.
| Proposal 2: | The amendment and restatement of the Casella Waste Systems, Inc. 2016 Incentive Plan was approved. | ||||
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||||||||||||||||
| 61,696,389 | 1,500,023 | 122,219 | 1,548,092 | |||||||||||||||||
| Proposal 3: | An advisory “say-on-pay” vote on the compensation of the Company’s named executive officers was approved. | ||||
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||||||||||||||||
| 61,734,082 | 1,452,951 | 131,598 | 1,548,092 | |||||||||||||||||
| Proposal 4: | The appointment of RSM US LLP, an independent registered public accounting firm, as the Company’s independent auditors for the fiscal year ending December 31, 2024 was ratified. | ||||
| Votes For | Votes Against | Votes Abstaining | ||||||||||||||||||
| 64,042,515 | 710,511 | 113,697 | ||||||||||||||||||
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit Description | |||||||||||||
| Amended and Restated 2016 Incentive Plan (incorporated herein by reference to Appendix A to the Company’s Proxy Statement as filed with the SEC on April 19, 2024 (File No. 000-23211)) | ||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document.** | |||||||||||||
| 101.LAB | Inline XBRL Taxonomy Label Linkbase Document.** | |||||||||||||
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document.** | |||||||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101). | |||||||||||||
| ** | Submitted Electronically Herewith. | |||||||||||||
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SIGNATURE
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.
| CASELLA WASTE SYSTEMS, INC. | |||||||||||||||||
| Date: June 10, 2024 | By: | /s/ Bradford J. Helgeson | |||||||||||||||
| Bradford J. Helgeson | |||||||||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||||||||
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