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): July 28, 2021
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CHARAH SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
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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)
 
(Registrant’s telephone number, including area code): (502) 245-1353
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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:
    ¨    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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share CHRA 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 x
     
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; Compensatory Arrangements of Certain Officers.
(d) On July 28, 2021, the Board of Directors (the “Board”) of Charah Solutions, Inc. (the “Company”) elected Timothy Alan Simon, attorney and founder of TAS Strategies, a San Francisco, CA-based consulting firm and a former California Public Utilities Commission Commissioner, to the Board as a Class II director, effective July 28, 2021, with a term expiring at the Company’s 2023 Annual Meeting of Stockholders. Concurrent with his election as a director, Mr. Simon was appointed to the Audit Committee of the Board. Mr. Simon was nominated to the Board by Bernhard Capital Partners Management LP (“BCP”) pursuant to its rights under the Stockholders’ Agreement dated as of June 18, 2018, by and among BCP, the Company and the other parties thereto. Additionally, there are no transactions involving the Company and Mr. Simon that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
In connection with his election, Mr. Simon will be compensated in accordance with the Company’s standard compensation arrangements for non-employee directors.
A copy of the press release announcing Mr. Simon’s election is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01.    Financial Statement and Exhibits.
(d) Exhibits
Exhibit
Number
  Description
 
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: July 29, 2021 By: /s/ Scott A. Sewell
  Name: Scott A. Sewell
  Title: President and Chief Executive Officer
   



Exhibit 99.1
Charah Solutions, Inc. Appoints California Public Utilities Commissioner Emeritus
Timothy Alan Simon to Board of Directors
Louisville, KY – July 29, 2021 Charah Solutions, Inc. (NYSE: CHRA) (“Charah Solutions” or the “Company,”), a leading provider of mission-critical environmental services and byproduct sales to the power generation industry, today announced the appointment of Timothy Alan Simon, Commissioner Emeritus of the California Public Utilities Commission, to the Company’s Board of Directors, effective immediately. Mr. Simon will serve as a Class II Director.
Mr. Simon was appointed to the California Public Utilities Commission (“CPUC”) by Governor Arnold Schwarzenegger in February 2007, ending his term in December 2012. During his time as commissioner, Mr. Simon served on the Board of Directors of the University of California at Berkeley, Berkeley Energy and Resources Collaborative and the Energy Imbalance Market Regional Taskforce. He also served as Chair of the National Association of Regulatory Utility Commissioners (“NARUC”) Gas Committee, Chair of the LNG Partnership between the Department of Energy and NARUC, founding member of the Call to Action National Gas Pipeline Safety Taskforce with the U.S. Department of Transportation, member of the NARUC Board of Directors, Critical Infrastructure and Consumer Affairs Committees, the Wireless Task Force, and Vice-Chair of the Utility Marketplace Access Subcommittee and member of the National Petroleum Council.
Prior to his CPUC appointment, Mr. Simon served as Appointments Secretary in the Office of the Governor, the first African American in California history to hold this post. He also served as Adjunct Professor of Law at Golden Gate University School of Law and the University of California Hastings College of the Law. Prior to public service, Mr. Simon was an in-house counsel and compliance officer with Bank of America, Wells Fargo, and Robertson Stephens.
In 2013, Mr. Simon created TAS STRATEGIES, where he remains Principal today, serving as an attorney and consultant on utility, infrastructure, financial services, and broadband projects. He is a frequent public speaker, expert witness and panelist on energy, infrastructure, diversity, and inclusion.
In 2019, Mr. Simon was elected Chairman of the Board of Directors for the California African American Chamber of Commerce and elected to the University of San Francisco Board of Trustees. He currently serves on the North American Energy Standards Board Advisory Council and is a member of the National Bar Association, Energy Bar Association, The Saint Thomas More Society and the National Board of Directors for the American Association of Blacks in Energy. Mr. Simon received a bachelor’s degree in Economics from the University of San Francisco (Distinguished Alumni) and a Juris Doctor from the U.C. Hastings College of the Law. He is an active member of the State Bar of California.
“Mr. Simon has over 40 years of experience in government regulation, utilities, financial services, and diversity, and we are pleased to welcome him to the Board as a new independent director,” said Jack Blossman, Jr., Chairman on the Board of Directors. “His public sector experience and his energy and utility infrastructure background will add tremendous value as Charah Solutions continues to deliver innovative solutions to utility customers while accelerating business and financial performance.”
Mr. Simon said, “From my experience as a former regulator and active participant in the energy sector, it is clear to me that Charah Solutions plays a vital role in supporting our nation's utilities in delivering reliable electric power to our homes and industries. This is equally matched by Charah Solutions’ strong commitment to environmental stewardship and advancing a culture of equitable inclusion. I am honored to have this opportunity to join the Charah Solutions’ Board of Directors and look forward to working with its dynamic management team.”
About Charah Solutions, Inc.
With 30 years of experience, Charah Solutions, Inc. is a leading provider of environmental services and byproduct sales to the power generation industry. Based in Louisville, Kentucky, Charah Solutions assists utilities and independent power producers with all aspects to sustainably manage and recycle ash byproducts generated from the combustion of coal in the production of electricity. The Company also designs and implements solutions for ash pond management and closure, landfill construction, fly ash 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, please visit www.charah.com or download our 2020 Environmental, Social and Governance (“ESG”) Report at charah.com/sustainability.
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Investor Contact
Roger Shannon
Charah Solutions, Inc.
ir@charah.com
(502) 245-1353
Media Contact
Tamara Davis
PriceWeber Marketing
media@charah.com
(270) 202-8516

[Timothy Alan Simon Photo Omitted]