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): January 23, 2019

 

 

CHARAH SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38523   82-4228671
(State or other jurisdiction
of incorporation) 		 

(Commission

File Number)

 

(IRS Employer

Identification No.)

12601 Plantside Drive, Louisville, Kentucky   40299
(Address of principal executive offices)   (Zip Code)

(502) 245-1353

(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:

 

  ☐

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))

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.

On January 23, 2019, Charah Solutions, Inc. (the “Company”) announced that the Board of Directors (the “Board”) of the Company appointed Scott Sewell, the Company’s Chief Operating Officer, as President and Chief Executive Officer of the Company, effective immediately. The Board also appointed Mr. Sewell to the Board as a director, with a term expiring at the 2020 annual meeting of stockholders or, if earlier, until his death, disability, resignation, disqualification, or removal from the Board. There are no transactions between the Company and Mr. Sewell that would require disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Sewell and any other persons pursuant to which he was appointed as a director of the Company. As a management director, Mr. Sewell is not an independent director and is not anticipated to be appointed to a Board committee at this time. In connection with his appointment as President and Chief Executive Officer, Mr. Sewell will cease serving as the Company’s Chief Operating Officer, effective immediately.

In connection with his appointment, the Company entered into a letter agreement with Mr. Sewell (the “CEO Agreement”). Pursuant to the CEO Agreement, Mr. Sewell (i) will receive an annualized base salary of $525,000, (ii) is eligible to receive an annual bonus of up to 100% of his base salary and (iii) is eligible to receive annual awards under the Company’s 2018 Omnibus Incentive Plan with a target value equal to 200% of his base salary. Mr. Sewell will not receive any additional compensation for serving as a member of the Board. This summary of the CEO Agreement is qualified in its entirety by reference to the full text of the CEO Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Mr. Sewell, age 39, joined Charah in 2008 as an Operations Manager and held the positions of Vice President of Operations and Senior Vice President of Operations until 2013 when he was appointed Chief Operating Officer (COO). As COO, Mr. Sewell was responsible for maintaining oversight of Charah operations, safety management, business development and utility relations. Prior to joining Charah, he worked for Bechtel Corporation from 2002 until 2007.

Charles E. Price, the Company’s previous President and Chief Executive Officer, ceased to be employed by the Company on January 23, 2019. In accordance with the terms of his employment agreement (the “Employment Agreement”), Mr. Price was deemed to have resigned from all officer and director positions with the Company, including as a member of the Board as of the date of the termination of his employment. Mr. Price is eligible to receive the severance benefits set forth in the Employment Agreement subject to his satisfaction of the release requirements set forth in the Employment Agreement.

 

Item 7.01.

Regulation FD Disclosure.

On January 23, 2019, the Company issued a press release announcing the matters discussed above. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in this press release is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

2

Item 9.01.

Financial Statements and Exhibits.

(d)     Exhibits.

 

Exhibit
Number

  

Description

10.1    Chief Executive Officer Letter Agreement between Charah Solutions, Inc. and Scott Sewell, dated January 23, 2019.
99.1    Press Release, dated January 23, 2019.

 

3

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.

 

    CHARAH SOLUTIONS, INC.
Date: January 23, 2019     By:  

/s/ Bruce Kramer

      Bruce Kramer
      Chief Financial Officer, Treasurer and Secretary

 

4

Exhibit 10.1

 

LOGO

  

 12601 Plantside Drive

 Louisville, KY 40299

   Phone: (502) 245-1353

Fax: (502) 245-7398

January 23, 2019

By Hand Delivery

Scott Sewell

Dear Scott:

This letter confirms the terms of your employment by Charah, LLC (the “ Employer ”) as President and Chief Executive Officer of Charah Solutions, Inc. (the “ Company ”). Effective as of January 23, 2019, you will serve as the Company’s President and Chief Executive Officer. The terms set forth in this letter shall supplement and be deemed to amend the terms of that certain Employment Agreement between you and the Employer dated January 13, 2017 (as amended, the “ Employment Agreement ”).

Effective as of January 23, 2019, your “Base Compensation” (as defined in the Employment Agreement and for all purposes in the Employment Agreement) will be increased to an annualized rate of $525,000, less applicable taxes and withholdings, payable in accordance with the regular payroll practices of the Employer. For the avoidance of doubt, ceasing to serve as the President and Chief Executive Officer will be considered a diminution of your title, duties or responsibilities for purposes of clause (i) of the definition of “Good Reason” set forth in the Employment Agreement. Additionally, effective as of January 23, 2019, you will be eligible to earn an “Annual Bonus” (as defined in the Employment Agreement and for all purposes in the Employment Agreement) up to an amount equal to 100% of your Base Compensation, subject to the terms and conditions set forth in Section 4(b) of the Employment Agreement.

Subject to approval by the Board of Directors of the Company or a committee thereof, you will be eligible to receive annual awards under the Company’s 2018 Omnibus Incentive Plan or such other equity incentive plan as in effect from time to time (the “ Incentive Plan ”), with a target value equal to 200% of your Base Compensation. All awards granted to you under the Incentive Plan, if any, shall be subject to and governed by the terms and provisions of the Incentive Plan and the award agreement evidencing such awards.

By signing below, you acknowledge and agree that you continue to be subject to the terms set forth in the Employment Agreement, including all such terms with respect to non-disclosure, non-disparagement, non-competition and non-solicitation.

We look forward to your continued contributions to the Company as the President and Chief Executive Officer. To accept the terms of this letter, please sign and date this letter and return it to me.

Sincerely,
CHARAH SOLUTIONS, INC.
By:  

/s/ Stephen Tritch

  Stephen Tritch
  Chairman of the Board of Directors

 

ACKNOWLEDGED AND AGREED:

/s/ Scott Sewell

Scott Sewell
Date: January 23, 2019

Exhibit 99.1

FOR IMMEDIATE RELEASE

LOGO

Charah Solutions Appoints Scott Sewell as President and Chief Executive Officer

LOUISVILLE, KY January  23, 2019 — Charah ® Solutions, Inc. (NYSE: CHRA) (“Charah” or the “Company”), a leading provider of environmental and maintenance services to the power generation industry, today announced that Scott Sewell has been appointed President and Chief Executive Officer (CEO), and to Charah’s Board of Directors. Mr. Sewell’s appointment follows the decision by the Board that the time is right for Charles Price to step down as President and CEO, and as a director of the Company given the Company’s recent IPO and its natural progression as a public company. These changes are effective as of today.

Mr. Sewell joined Charah in 2008 as an Operations Manager and held the positions of Vice President of Operations and Senior Vice President of Operations until 2013 when he was appointed Chief Operating Officer (COO). As COO, Mr. Sewell was responsible for maintaining oversight of Charah operations, safety management, business development and utility relations. Prior to joining Charah, he worked for Bechtel Corporation from 2002 until 2007.

“Charah is known throughout the industry as a leading provider of environmental and maintenance services for the power generation industry. With Scott’s more than 10 years of operating experience at Charah and intimate knowledge of Charah’s longstanding customer relationships and multiple business opportunities, the Board is confident in his abilities to take the Company to the next level of performance,” said Stephen Tritch, Chairman of the Board of Directors. “On behalf of the Board, we thank Charles for his leadership, foresight and significant contributions in creating, growing and making Charah the industry leader it is today.”

“It is an honor to be appointed President and CEO, and I look forward to building upon Charah’s strong foundation to accelerate its success as we continue to execute on our robust pipeline of opportunities and capitalize on the growing need for environmental remediation,” said Mr. Sewell. “Working closely with the Board and the rest of our seasoned management team, I am confident that we can further deliver the innovative solutions our customers have come to expect from Charah, while driving value for our shareholders and supporting our employees.”

About Charah Solutions, Inc.

With 30 years of experience, Charah ® Solutions, Inc. is a leading provider of environmental and maintenance services to the power generation industry. Based in Louisville, Kentucky, Charah Solutions assists utilities with all aspects of managing, recycling and remediating ash byproducts generated from the combustion of coal in the production of electricity as well as routine power plant maintenance and outage services for coal and nuclear energy providers. The Company also designs and implements environmental solutions for ash pond management and closure, landfill construction, fly ash and slag sales, and structural fill projects. Charah Solutions is the partner of choice for solving customers’ most complex environmental challenges, and as an industry leader in quality, safety, and compliance, the company is committed to reducing greenhouse gas emissions for a cleaner energy future. For more information, please visit www.charah.com .

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the company expects, believes or anticipates will or may occur in the future are forward-looking statements. These forward-looking statements are identified by their use of terms and

phrases such as “may,” “expect,” “estimate,” “project,” “plan,” “believe,” “intend,” “achievable,” “anticipate,” “will,” “continue,” “potential,” “should,” “could,” and similar terms and phrases. These statements are based on certain assumptions made by the company based on management’s experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements.

Any forward-looking statement speaks only as of the date on which such statement is made and the company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

Investor and Media Contact:

Ed Trissel / Kate Clark / Tim Ragones

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449