0000225648false00002256482020-05-142020-05-14
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): May 14, 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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☐
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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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☐
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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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☐
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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.
o
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 14, 2020, 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:
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Directors
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For
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Withheld
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Broker Non-Votes
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David M. Barse
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91,592,947
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6,793,670
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23,930,303
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Ronald J. Broglio
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95,567,631
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2,818,986
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23,930,303
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Peter C.B. Bynoe
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95,583,097
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2,803,520
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23,930,303
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Linda J. Fisher
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91,852,281
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6,534,336
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23,930,303
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Joseph M. Holsten
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93,867,422
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4,519,195
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23,930,303
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Stephen J. Jones
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96,265,688
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2,120,929
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23,930,303
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Owen Michaelson
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97,468,374
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918,243
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23,930,303
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Danielle Pletka
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96,940,265
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1,446,352
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23,930,303
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Michael W. Ranger
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92,543,732
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5,842,885
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23,930,303
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Robert S. Silberman
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87,471,113
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10,915,504
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23,930,303
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Jean Smith
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91,075,157
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7,311,460
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23,930,303
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Samuel Zell
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80,809,089
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17,577,528
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23,930,303
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2.To ratify the appointment of Ernst & Young LLP as our independent registered public accountants for the 2020 fiscal year.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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121,141,986
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921,686
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253,248
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—
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3.Advisory vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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91,445,372
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6,359,914
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581,331
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23,930,303
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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: May 18, 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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