UNITED STATES  

SECURITIES AND EXCHANGE COMMISSION  

Washington, DC 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): April 9, 2018

 

MERIDIAN WASTE SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

 

New York   001-13984   13-3832215
(State or other jurisdiction of   (Commission File Number)   (IRS Employer
incorporation)       Identification No.)

 

12540 Broadwell Road, Suite 2104

Milton, GA 30004

(Address of principal executive offices, including Zip Code)

 

(678) 580-5661
(Registrant's telephone number, including area code)

 

N/A

(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:

 

☐ 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 (17CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 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 1.01 Entry into a Material Definitive Agreement 

 

As previously reported, on November 1, 2016, Meridian Waste Solutions, Inc. (the “Company”) entered into those certain Director Agreements (the “Director Agreements”) with Thomas J. Cowee, Jackson W. Davis, Jr. and Joseph F. Ardagna, (each referred to hereinafter as a “Director”, and collectively, the “Directors”), respectively, in connection with their respective appointments to the Board of Directors of the Company (the “Board”). On April 9, 2018, the Compensation Committee of the Board recommended that the Board approve modifications to the Director Agreements to increase each of the Directors compensation for serving as a Director to $3,000 per month (from $2,000 per month), while eliminating the cash fee for attending telephonic meetings of the Board (the “Agreement Modifications”). On April 9, 2018, the Board approved the Agreement Modifications. The Company will be entering into amendments to the Director Agreements with the Directors to reflect the Agreement Modifications (the “First Amendment to Director Agreement”).

 

The above description of the First Amendment to Director Agreements does not purport to be complete and is qualified in its entirety by reference to such agreements, a form of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02

   

Item 9.01 Exhibits.

 

Exhibit No.   Description
10.1   Form of First Amendment to Director Agreement*
     

 * filed herewith

 

  1  

 

 

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.

 

Dated: April 13, 2018

 

  MERIDIAN WASTE SOLUTIONS, INC.
   
  By:   /s/ Jeffrey S. Cosman
    Name: Jeffrey S. Cosman
    Title:   Chief Executive Officer

 

 

  2  

Exhibit 10.1

 

FirsT Amendment to DIRECTOR Agreement

   

This First Amendment to DIRECTOR Agreement (this “Amendment”) is entered into as of April 12, 2018 by and among Meridian Waste Solutions, Inc., a New York corporation (the “Company”) and ___________________ (the “Director”). The Company and the Director are also each hereinafter referred to individually as a “Party” and together as the “Parties”.

 

RECITALS

 

WHEREAS, the Director serves as a member of the board of directors (the “Board”) of the Company pursant to that certain Director Agreement, dated as of November 1, 2016, between the Parties (the “Original Agreement”); and

WHEREAS, the Parties desire to amend the Original Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereby agree as follows:

  

1. Amendments . The Original Agreement shall be amended as follows:

 

a. References to this “Agreement” shall mean the Original Agreement as amended by this Amendment.

 

b. Section 3(a) of the Original Agreement is amended and restated in its entirety as follows:

 

“(a) Cash Stipend. Effective May 1, 2018, the Director shall receive a monthly cash stipend of Three Thousand Dollars ($3,000). In addition, the Director shall receive a cash stipend of $1,000 for every in-person meeting that the Director attends.”

 

2. Governing Law; Jurisdiction . This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). Any legal proceeding arising out of or based upon this Agreement shall be instituted in the federal courts or the courts of the state of New York and each party irrevocably submits to the exclusive jurisdiction of such courts in any such proceeding.

 

3. Counterparts . This Amendment may be executed in several counterparts, each of which shall be deemed to be an original copy and all of which together shall constitute one agreement binding on all parties hereto, notwithstanding that all the parties shall not have signed the same counterpart.

 

   

 

 

 

IN WITNESS WHEREOF , each of the undersigned hereby (a) executes this Agreement; (b) confirms its agreement with the provisions and covenants herein provided; and (c) agrees to be bound by this Agreement. 

MERIDIAN WASTE SOLUTIONS, INC.     DIRECTOR  
         
           
By:          
  Name: Jeffrey Cosman     , an individual  
  Title: Chief Executive Officer