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, 2012
COVANTA HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-6732 | 95-6021257 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
445 South Street, Morristown, New Jersey 07960
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (862) 345-5000
N/A
(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 (see General Instructions A.2.):
| ¨ | 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)) |
Item 5.07. Submission of Matters to a Vote of Security Holders
On May 9, 2012, Covanta Holding Corporation held its Annual Meeting of Stockholders. At that meeting, stockholders voted on the following proposals:
| 1. | To elect ten directors to serve a one-year term that will expire at the next Annual Meeting of Stockholders. Each director was elected with the votes cast as follows: |
| Directors |
For | Withheld | Broker Non- Votes |
|||||||||
| David M. Barse |
107,010,925 | 1,145,753 | 14,671,482 | |||||||||
| Ronald J. Broglio |
107,654,137 | 502,541 | 14,671,482 | |||||||||
| Peter C.B. Bynoe |
73,371,084 | 34,785,594 | 14,671,482 | |||||||||
| Linda J. Fisher |
107,671,483 | 485,195 | 14,671,482 | |||||||||
| Joseph M. Holsten |
107,663,941 | 492,737 | 14,671,482 | |||||||||
| Anthony J. Orlando |
107,408,121 | 748,557 | 14,671,482 | |||||||||
| William C. Pate |
107,210,718 | 945,960 | 14,671,482 | |||||||||
| Robert S. Silberman |
107,383,077 | 773,601 | 14,671,482 | |||||||||
| Jean Smith |
107,670,369 | 486,309 | 14,671,482 | |||||||||
| Samuel Zell |
98,729,350 | 9,427,328 | 14,671,482 | |||||||||
| 2. | To ratify the appointment of Ernst & Young LLP, the independent registered public accountants, as our independent auditors for the 2012 fiscal year. |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 122,163,269 |
553,424 | 109,585 | 1,882 |
| 3. | To consider a stockholder proposal regarding an amendment to the Equity Award Plan for Employees and Officers. |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 6,370,662 |
100,382,184 | 1,403,832 | 14,671,482 |
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.
| COVANTA HOLDING CORPORATION | ||||||
| Date: May 10, 2012 |
By: | /s/ Timothy J. Simpson | ||||
| Timothy J. Simpson | ||||||
| Executive Vice President, General Counsel and Secretary | ||||||