UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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, 2011

 

CLEAN HARBORS, INC.

(Exact name of registrant as specified in its charter)

 

Massachusetts

 

001-34223

 

04-2997780

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

42 Longwater Drive, Norwell,
Massachusetts

 

02061-9149

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (781) 792-5000

 

Not Applicable

(Former name or former address, if changed since last report.)

 

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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

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

 

Clean Harbors, Inc. (the “Company”) held its annual meeting of shareholders on Monday, May 9, 2011, at which the following matters were submitted to a vote of the shareholders. Each of the matters was described in the Company’s definitive proxy statement dated April 4, 2011 for such annual meeting.  The votes as to each such matter were as follows:

 

(1)                                  Votes regarding the election of the persons named below as Class I directors for a term expiring in 2014:

 

 

 

For

 

Withheld

 

Broker
Non-Votes

 

Eugene Banucci

 

21,121,882

 

83,970

 

1,275,052

 

Edward G. Galante

 

21,121,959

 

83,893

 

1,275,052

 

John F. Kaslow

 

21,119,453

 

86,399

 

1,275,052

 

Thomas J. Shields

 

20,672,929

 

532,923

 

1,275,053

 

 

(2)                                  Vote to amend the Company’s Articles of Organization primarily to increase the number of authorized shares of common stock, $.01 par value, from 40,000,000 to 80,000,000.

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

17,526,356

 

4,563,786

 

390,288

 

474

 

 

(3)                                  Advisory vote on executive compensation.

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

20,991,896

 

201,217

 

12,739

 

1,275,052

 

 

(4)                                  Advisory vote on frequency of shareholder votes on executive compensation.

 

1 Year

 

2 Years

 

3 Years

 

Abstain

 

Broker
Non-Votes

 

18,543,344

 

193,371

 

2,421,482

 

48,124

 

1,274,583

 

 

In light of the voting result, the Company has decided to include the advisory vote on executive compensation in its proxy materials on an annual basis until the next required advisory vote on the frequency of shareholder votes on executive compensation.

 

(5)                                  Vote to ratify the selection by the Audit Committee of the Company’s Board of Directors of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the current fiscal year.

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

22,293,549

 

181,019

 

5,865

 

471

 

 

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(6)                                  Vote on advisory shareholder proposal to adopt majority voting for the election of directors.

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

13,248,851

 

7,903,882

 

53,119

 

1,275,052

 

 

Item 9.01                                 Financial Statements and Exhibits

 

(d) Exhibits

 

3.1B                         Articles of Amendment [as filed on May 9, 2011] to Restated Articles of Organization of Clean Harbors, Inc.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Clean Harbors, Inc.

 

(Registrant)

 

 

 

 

May 12, 2011

/s/ James M. Rutledge

 

Executive Vice President and

 

Chief Financial Officer

 

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