U.S. 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): April 6, 2018
ADVANCED EMISSIONS SOLUTIONS, INC.
(Name of registrant as specified in its charter)
Delaware
 
001-37822
 
27-5472457
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification Number)
640 Plaza Drive, Suite 270, Highlands Ranch, CO
 
80129
(Address of principal executive offices)   
 
(Zip Code)
 
Registrant's telephone number, including area code: (720) 598-3500

Not Applicable
(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:
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
o
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 1.01
 
Entry into a Material Definitive Agreement.
On April 6, 2018 , Advanced Emissions Solutions, Inc. (the “ Company ”) entered into the First Amendment to Tax Asset Protection Plan (the “ Amendment ”) between the Company and Computershare Trust Company, N.A. (the “ Rights Agent ”) that amends the Tax Asset Protection Plan dated May 5, 2017 (the “ TAPP ”) between the Company and the Rights Agent.
The Amendment amends the definition of “Final Expiration Date” under the TAPP to extend the duration of the TAPP and makes associated changes in connection therewith. Pursuant to the Amendment, the Final Expiration Date shall be the close of business on the earlier of (i) December 31, 2019 or (ii) the business day immediately following the Company’s 2018 annual meeting of stockholders (including any adjournment or postponement thereof) if stockholder approval has not been obtained prior to such date. The Company will seek stockholder approval of the Amendment at its annual meeting scheduled to be held on June 19, 2018.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, attached hereto as Exhibit 4.2 and incorporated herein by reference.
Item 3.03
 
Material Modification to Rights of Security Holders.
See the description set out under “Item 1.01 - Entry into a Material Definitive Agreement,” which is incorporated by reference into this Item 3.03.
Item 5.02
 
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On April 6, 2018 , A. Bradley Gabbard and Derek C. Johnson notified the Company's Board of Directors (the "Board") that they had chosen not to stand for re-election to the Board at the Company's 2018 Annual Meeting. Their decisions not to stand for re-election as directors are not related to any disagreement with the Company or with any of its operations, policies or practices, and each of them will continue to serve as a director through the date of the 2018 Annual Meeting.

Also on April 6, 2018 , the Board voted unanimously to reduce the size of the Board from seven members to five members, effective with Messrs. Gabbard's and Johnson's departure from the Board on June 19, 2018. Membership on the standing committees of the Board - the Audit Committee, the Compensation Committee and the Nominating and Governance Committee - in light of the director departures and the reduced size of the Board will be determined prior to the date of the 2018 Annual Meeting.

A copy of the press release announcing these Board matters is included as Exhibit 99.1 to this report.


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 11, 2018
 
Advanced Emissions Solutions, Inc.
 
Registrant

 
/s/ L. Heath Sampson
 
L. Heath Sampson
 
President and Chief Executive Officer


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FIRST AMENDMENT TO
TAX ASSET PROTECTION PLAN

This FIRST AMENDMENT TO TAX ASSET PROTECTION PLAN (this “ Amendment ”) entered into as of April 6, 2018, by and between Advanced Emissions Solutions, Inc., a Delaware corporation (the “ Company ”), and Computershare Trust Company, N.A., a federally chartered trust company (the “ Rights Agent ”). All capitalized terms used herein and not otherwise defined herein shall have the meaning(s) ascribed to them in that certain Tax Asset Protection Plan dated as of May 5, 2017, by and between the Company and the Rights Agent (the “ TAPP ”).
RECITALS
WHEREAS, the Company and the Rights Agent are parties to the TAPP; and
WHEREAS, pursuant to Section 26 of the TAPP, the Company and the Rights Agent desire to amend the TAPP as set forth in this Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the promises and the mutual agreements herein set forth, the parties hereto hereby agree as follows:
1. Amendment of Section 1(w) . The definition of “Final Expiration Date” set forth in Section 1(w) of the TAPP is hereby amended and restated to read in its entirety as follows:
“(w) “ Final Expiration Date ” shall mean the Close of Business on the earlier of (i) December 31, 2019 or (ii) the Business Day immediately following the Company’s 2018 annual meeting of stockholders (including any adjournment or postponement thereof) if Stockholder Approval has not been obtained prior to such date.”
2.     Addition of Section 1(vv) . The TAPP is hereby amended to add the following as Section 1(vv):
“(vv) “ Stockholder Approval ” shall mean the approval of this Agreement by the stockholders of the Company where the votes cast in favor of approval of the Agreement exceed the votes cast against it.”
3.     Amendment of Exhibit B (Form of Rights Certificate) . The introductory paragraph of Exhibit B to the TAPP is hereby deleted and replaced with the following:
“NOT EXERCISABLE AFTER THE EARLIER OF (I) DECEMBER 31, 2019 OR (II) THE BUSINESS DAY IMMEDIATELY FOLLOWING THE COMPANY’S 2018 ANNUAL MEETING OF STOCKHOLDERS (INCLUDING ANY ADJOURNMENT OR POSTPONEMENT THEREOF) IF STOCKHOLDER APPROVAL HAS NOT BEEN OBTAINED PRIOR TO SUCH DATE, OR SUCH EARLIER DATE AS PROVIDED BY THE TAX ASSET PROTECTION PLAN. THE RIGHTS ARE SUBJECT TO REDEMPTION AND EXCHANGE AT THE OPTION OF THE COMPANY, ON THE TERMS SET FORTH IN THE TAX ASSET PROTECTION PLAN. UNDER CERTAIN CIRCUMSTANCES AS SET FORTH IN THE TAX ASSET PROTECTION PLAN, RIGHTS THAT ARE OR WERE BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE TAX ASSET PROTECTION PLAN) MAY BECOME NULL AND VOID.”
4.     Amendment of Exhibit C (Summary of Rights) . Exhibit C to the TAPP is hereby amended in that the section titled “Expiration” is deleted and replaced with the following:
“Expiration. The Rights and the Plan will expire on the earlier of (i) the Close of Business on the earlier of (a) December 31, 2019 or (b) the Business Day immediately following the Company’s 2018 Annual Meeting of Stockholders (including any adjournment or postponement thereof) if Stockholder Approval has not been obtained prior to such date, (ii) the time at which the Rights are redeemed pursuant to the Plan, (iii) the time at which the Rights are exchanged in full pursuant to the Plan, (iv) the effective date of the repeal of both Section 382 and Section 383 of the Internal Revenue Code, or any successor provisions or replacement provisions, if the Board determines that the Plan is no longer necessary for the preservation of Tax Benefits or (v) the beginning of a taxable year of the Company for which the Board determines that the Company has or will have no Tax Benefits.”




5.     Agreement as Amended . The term “Agreement” as used in the TAPP shall be deemed to refer to the TAPP as amended hereby. Except as set forth herein, the TAPP shall remain in full force and effect and otherwise shall be unaffected hereby, and each of the Company and the Rights Agent shall continue to be subject to its terms and conditions.
6.     Severability . If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided , however , that if such excluded terms, provisions, covenants or restrictions shall adversely affect the rights, immunities, liabilities, duties, responsibilities or obligations of the Rights Agent, the Rights Agent shall be entitled to resign immediately.
7.     Governing Law . This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State.
8.     Counterparts . This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A facsimile or .pdf signature delivered electronically shall constitute an original signature for all purposes.
9.     Descriptive Headings . Descriptive headings of the several Sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.
[ Signature Page Follow ]
    



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IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be duly executed as of the date first above written.
 
 
ADVANCED EMISSIONS SOLUTIONS, INC.
 
 
By:
 
/s/ L. Heath Sampson
 
 
 
 
Name: L. Heath Sampson
 
 
 
 
Title: President & CEO
 
 
 
 
 
 
 
 
 
 
 
 
COMPUTERSHARE TRUST COMPANY, N.A.
 
 
By:
 
/s/ Patrick Hayes
 
 
 
 
Name: Patrick Hayes
 
 
 
 
Title: Vice President & Manager
 
 
 
 
 





ADESPRTEMPLATEIMAGE1AA06.JPG
Advanced Emissions Solutions Announces Board Changes

HIGHLANDS RANCH, Colorado, April 11, 2018 - GlobeNewswire - Advanced Emissions Solutions, Inc. (NASDAQ: ADES) (the “Company" or “ADES”) today announced that two of its directors - A. Bradley Gabbard and Derek C. Johnson have chosen not to stand for re-election to the Company's Board of Directors (the "Board") at the Company's Annual Meeting of Stockholders to be held on June 19, 2018 ("Annual Meeting"). Both Messrs. Gabbard and Johnson will continue to serve as directors through the date of the Company's Annual Meeting of Stockholders to be held on June 19, 2018. As a result, the Board has evaluated the current needs of the Company and its stockholders with respect to membership on the Board and has voted to reduce the size of the Board from seven to five members, effective as of June 19, 2018. Messrs. Gabbard and Johnson have served as directors since 2012 and 2006, respectively.

L. Heath Sampson, President and CEO of ADES, commented, "On behalf of the Company and our Board, I want to personally thank Brad and Derek for their long and dedicated service to our Company and our shareholders. They have provided great service to our Company and I appreciate all their insight, judgment and hard work that they have provided to me, our Company and our other directors during their tenure. As the longest serving members of our Board, they have greatly assisted the Company in navigating some challenging times that we have experienced in the past few years, including the Company's restatements of its financial statements, strategic refocusing of the Company's objectives and the right-sizing of our Company consistent with strategic objectives. In addition, Mr. Gabbard directly assisted me in the Company's financial restatement process in serving additionally as our Chief Financial Officer on an interim basis in 2015 and 2016."








About Advanced Emissions Solutions, Inc.
Advanced Emissions Solutions, Inc. serves as the holding entity for a family of companies that provide emissions solutions to customers in the power generation and other industries.
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ADA-ES, Inc. (“ADA”) is a wholly-owned subsidiary of Advanced Emissions Solutions, Inc. (“ADES”) that provides emissions control solutions for coal-fired power generation and industrial boiler industries. With more than 25 years of experience developing advanced mercury control solutions, ADA delivers proprietary environmental technologies, equipment and specialty chemicals that enable coal-fueled boilers to meet emissions regulations. These solutions enhance existing air pollution control equipment, maximizing capacity and improving operating efficiencies. Our track record includes securing more than 40 US and international patents for emissions control technology and systems and selling the most activated carbon injection systems for power plant mercury control in North America. For more information on ADA, and its products and services, visit www.adaes.com.
 
 
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Tinuum Group, LLC (“Tinuum Group”) is a 42.5% owned joint venture by ADA that provides ADA’s patented Refined Coal (“RC”) CyClean™ technology to enhance combustion of and reduce emissions of NOx and mercury from coals in cyclone boilers and ADA’s patented M-45™ and M-45-PC™ technologies for Circulating Fluidized Bed boilers and Pulverized Coal boilers respectively.


Source: Advanced Emissions Solutions, Inc.
Investor Contact:
Alpha IR Group
Ryan Coleman or Chris Hodges
312-445-2870
ADES@alpha-ir.com