0000225648false00002256482020-04-212020-04-21
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 21, 2020
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COVANTA HOLDING CORPORATION
(Exact name of Registrant as Specified in Its Charter)
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Delaware
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1-06732
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95-6021257
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(State or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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445 South Street
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Morristown
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New Jersey
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7960
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(Address of principal executive offices)
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(Zip Code)
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(862) 345-5000
(Registrant’s telephone number, including area code)
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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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b))
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.10 par value per share
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CVA
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New York Stock Exchange
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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.
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Item 8.01. Other Events.
On April 21, 2020, Covanta Holding Corporation (the "Company"), issued a press release announcing that the Company will hold its 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”) in a virtual-only format due to continued public health concerns related to coronavirus. The 2020 Annual Meeting will be held on Thursday, May 14, 2020 at 11a.m., EDT. To participate stockholders must login at www.virtualshareholdermeeting.com/CVA2020, and enter the 16-digit control number found on their proxy card or voting instruction form. Stockholders will be able to vote their shares electronically and submit their questions during the live audio webcast.
As described in the Company’s proxy materials previously distributed for the 2020 Annual Meeting, stockholders at the close of business on March 16, 2020, the record date, are entitled to participate in and vote at the 2020 Annual Meeting.
The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(c) Exhibits
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Exhibit No.
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Exhibit
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104
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Cover Page Interactive Data File - (formatted as Inline XBRL and contained in Exhibit 101)
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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: April 21, 2020
COVANTA HOLDING CORPORATION
(Registrant)
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By:
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/s/ Timothy J. Simpson
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Name:
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Timothy J. Simpson
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Title:
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Executive Vice President, General Counsel and Secretary
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EXHIBIT INDEX
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Exhibit No.
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Exhibit
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104
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Cover Page Interactive Data File - (formatted as Inline XBRL and contained in Exhibit 101)
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COVANTA HOLDING CORPORATION
VIRTUAL-ONLY 2020 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 14, 2020
MORRISTOWN, N.J., APRIL 21, 2020 – Covanta Holding Corporation (NYSE:CVA) (“Covanta” or the “Company”) will hold its 2020 Annual Meeting of Stockholders (“Annual Meeting”) in a virtual-only format due to continued public health concerns related to coronavirus (COVID-19). We believe this is in the best interests of the health and well-being of our stockholders and other meeting participants.
The Annual Meeting will be held on Thursday, May 14, 2020 at 11a.m., EDT. To participate, stockholders must login at www.virtualshareholdermeeting.com/CVA2020 and enter the 16-digit control number found on their proxy card or voting instruction form. Stockholders will be able to vote their shares electronically during the meeting if they have not done so in advance. Stockholders will also be able to submit their questions beginning 15 minutes before the start of the live audio webcast.
As described in the Company’s proxy materials previously distributed for the Annual Meeting, stockholders at the close of business on March 16, 2020, the record date, are entitled to participate in and vote at the Annual Meeting.
About Covanta
Covanta is a world leader in providing sustainable waste and energy solutions. Annually, Covanta’s modern Waste-to-Energy facilities safely convert approximately 21 million tons of waste from municipalities and businesses into clean, renewable electricity to power one million homes and recycle 500,000 tons of metal. Through a vast network of treatment and recycling facilities, Covanta also provides comprehensive industrial material management services to companies seeking solutions to some of today’s most complex environmental challenges. For more information, visit covanta.com.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release may constitute "forward-looking" statements as defined in Section 27A of the Securities Act of 1933 (the "Securities Act"), Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"), the Private Securities Litigation Reform Act of 1995 (the "PSLRA") or in releases made by the Securities and Exchange Commission ("SEC"), all as may be amended from time to time. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Covanta Holding Corporation, its subsidiaries and joint ventures or industry results, to differ materially from any future results, performance or achievements expressed or
implied by such forward-looking statements. Statements that are not historical fact are forward-looking statements. For additional information see the Cautionary Note Regarding Forward-Looking Statements in the Company's 10-K, previously filed with the Securities and Exchange Commission.
Investor Contact:
Dan Mannes
862-345-5456
IR@covanta.com
Media Contact:
James Regan
862-345-5216
jregan@covanta.com
