Casella Waste Systems, Inc. (CWST)

FORM 8-K | Current report
CASELLA WASTE SYSTEMS INC (Form: 8-K, Received: 06/06/2019 15:32:18)



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): June 4, 2019
__________________________________________
Casella Waste Systems, Inc.
(Exact Name of Registrant as Specified in Charter)
__________________________________________

Delaware
 
000-23211
 
03-0338873
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
25 Greens Hill Lane
Rutland, Vermont
 
05701
(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)
__________________________________________
 
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):
¨      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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A common stock, $.01 per share par value
CWST
The NASDAQ Stock Market LLC
(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 5.07
Submission of Matters to a Vote of Security Holders.
At the 2019 Annual Meeting of Stockholders of Casella Waste Systems, Inc. (the “Company”) held on June 4, 2019 (the “Annual Meeting”), the Company’s stockholders voted on the following matters, which are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 22, 2019: (i) to elect three Class I directors, each to serve a term expiring at the 2022 Annual Meeting of Stockholders (“Proposal 1”); (ii) to approve, in an advisory “say-on-pay” vote, the compensation of the Company’s named executive officers (“Proposal 2”); and (iii) to ratify the appointment of RSM US LLP as the Company’s independent auditors for the fiscal year ending December 31, 2019 (“Proposal 3”). At the Annual Meeting, the stockholders of the Company re-elected the nominees of the Company's Board of Directors (the “Board”), Michael K. Burke, James F. Callahan, Jr. and Douglas R. Casella, as Class I directors, and approved Proposal 2 and Proposal 3. At the Annual Meeting, the holders of shares of the Company’s Class A common stock and Class B common stock representing 53,636,979 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 I directors, each to serve for a term expiring at the 2022 Annual Meeting of Stockholders.

Nominee
  
Votes For
  
Votes Withheld
  
Broker Non-Votes
Michael K. Burke
  
42,756,680
 
6,245,598
 
4,634,701
James F. Callahan, Jr.
  
41,863,064
 
7,139,214
 
4,634,701
Douglas R. Casella
  
47,040,366
 
1,961,912
 
4,634,701

The terms of the following directors continued after the Annual Meeting: Joseph G. Doody, Emily Nagle Green, Gregory B. Peters, John W. Casella, William P. Hulligan and James E. O’Connor.
Proposal 2 :
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
48,010,004
 
890,688
  
101,586
  
4,634,701
 

Proposal 3:
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, 2019 was ratified.
 

Votes For
  
Votes Against
  
Votes Abstaining
52,745,499
  
885,323
  
6,157






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 6, 2019
 
By:
 
/s/ Edmond R. Coletta
 
 
 
 
 
Edmond R. Coletta
 
 
 
 
 
Senior Vice President and Chief Financial Officer