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, 2019
 
COVANTA HOLDING CORPORATION
(Exact name of Registrant as Specified in Its Charter)
________________________________________________________
 
 
 
 
 
 
 
 
Delaware
 
1-06732
 
95-6021257
 
(State or Other Jurisdiction of
Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 
 
445 South Street
Morristown, New Jersey
 
07960
 
 
 
(Address of principal executive offices)
 
(Zip Code)
 
 
 

(862) 345-5000
(Registrant’s telephone number, including area code)
________________________________________________________

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):
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))

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 c

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. 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
Common Stock, $0.10 par value per share

CVA
New York Stock Exchange




Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders (the “Annual Meeting”) of Covanta Holding Corporation (the “Company”) held on May 9, 2019, the Company’s stockholders voted on the following proposals:

1.
To elect twelve 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
 
93,878,701

 
6,238,875

 
22,924,020

Ronald J. Broglio
 
98,760,070

 
1,357,506

 
22,924,020

Peter C.B. Bynoe
 
98,549,072

 
1,568,504

 
22,924,020

Linda J. Fisher
 
98,712,122

 
1,405,454

 
22,924,020

Joseph M. Holsten
 
98,650,750

 
1,466,826

 
22,924,020

Stephen J. Jones
 
99,188,205

 
929,371

 
22,924,020

Owen Michaelson
 
99,783,201

 
334,375

 
22,924,020

Danielle Pletka
 
99,721,911

 
395,665

 
22,924,020

Michael W. Ranger
 
94,969,755

 
5,147,821

 
22,924,020

Robert S. Silberman
 
92,115,205

 
8,002,371

 
22,924,020

Jean Smith
 
94,255,542

 
5,862,034

 
22,924,020

Samuel Zell
 
89,684,928

 
10,432,648

 
22,924,020

    
2.
To ratify the appointment of Ernst & Young LLP as our independent registered public accountants for the 2019 fiscal year.
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
121,811,146

 
1,105,785

 
124,665

 
—


3.
 To approve the First Amendment to the Covanta Holding Corporation 2014 Equity Award Plan.
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
70,716,653

 
28,730,159

 
670,764

 
22,924,020


4.
Advisory vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement.
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
98,087,082

 
1,338,104

 
692,389

 
22,924,020








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 thereunto duly authorized.

Date: May 9, 2019


COVANTA HOLDING CORPORATION
(Registrant)
 
 
 
 
 
 
 
 
By:
 
/s/ Timothy J. Simpson
Name:
 
Timothy J. Simpson
Title:
 
Executive Vice President, General Counsel and Secretary