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)
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Massachusetts |
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001-34223 |
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04-2997780 |
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(State or other jurisdiction |
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(Commission |
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(IRS Employer |
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42 Longwater Drive, Norwell, |
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02061-9149 |
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(Address of principal executive offices) |
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(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:
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For |
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Withheld |
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Broker |
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Eugene Banucci |
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21,121,882 |
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83,970 |
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1,275,052 |
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Edward G. Galante |
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21,121,959 |
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83,893 |
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1,275,052 |
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John F. Kaslow |
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21,119,453 |
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86,399 |
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1,275,052 |
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Thomas J. Shields |
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20,672,929 |
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532,923 |
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1,275,053 |
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(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.
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For |
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Against |
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Abstain |
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Broker |
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17,526,356 |
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4,563,786 |
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390,288 |
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474 |
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(3) Advisory vote on executive compensation.
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For |
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Against |
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Abstain |
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Broker |
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20,991,896 |
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201,217 |
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12,739 |
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1,275,052 |
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(4) Advisory vote on frequency of shareholder votes on executive compensation.
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1 Year |
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2 Years |
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3 Years |
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Abstain |
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Broker |
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18,543,344 |
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193,371 |
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2,421,482 |
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48,124 |
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1,274,583 |
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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.
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For |
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Against |
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Abstain |
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Broker |
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22,293,549 |
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181,019 |
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5,865 |
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471 |
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(6) Vote on advisory shareholder proposal to adopt majority voting for the election of directors.
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For |
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Against |
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Abstain |
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Broker |
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13,248,851 |
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7,903,882 |
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53,119 |
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1,275,052 |
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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.
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.
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Clean Harbors, Inc. |
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(Registrant) |
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May 12, 2011 |
/s/ James M. Rutledge |
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Executive Vice President and |
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Chief Financial Officer |