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2024-08-29
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):
August 29, 2024
CLEAN HARBORS, INC
.
(Exact name of registrant as specified in its charter)
Massachusetts 001-34223 04-2997780
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
42 Longwater Drive Norwell MA 02061-9149
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code
(
781
)
792-5000
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:
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 ((s)230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 ((s)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.
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, $0.01 par value CLH New York Stock Exchange
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Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 3, 2024, Clean Harbors, Inc. (the "Company") announced the
expansion of the Company's Board of Directors (the "Board") from eleven to
thirteen members and the election of Co-Chief Executive Officers Michael
Battles and Eric Gerstenberg to the Board, all effective immediately following
the Company's board meeting on August 29, 2024. Prior to being appointed as
Co-Chief Executive Officers in 2023, Mr. Battles served as the Company's Chief
Financial Officer since 2016 and Mr. Gerstenberg served as the Company's Chief
Operating Officer since 2015. Both Mr. Battles and Mr. Gerstenberg will serve
as Class III directors whose terms will expire at the Company's 2025 annual
meeting of shareholders. Neither Mr. Battles nor Mr. Gerstenberg were
appointed to any committees of the Board, and they will not receive any
additional compensation for their service on the Board. There are no
arrangements or understandings between the Company and either Mr. Battles or
Mr. Gerstenberg pursuant to which they were elected to the Board. Mr. Battles
and Mr. Gerstenberg have no direct or indirect interest in any related party
transaction with the Company which would be reportable under Item 404(a) of
Regulation S-K.
Item 7.01
Regulation FD Disclosure.
A copy of the press release issued by the Company to announce the election of
Mr. Battles and Mr. Gerstenberg to the Board is furnished as Exhibit 99.1 to
this Current Report and is incorporated by reference herein.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is
being furnished and shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of such section. The information in this
Current Report, including Exhibit 99.1, shall not be incorporated by reference
into any filing under the Securities Act of 1933, as amended, or the Exchange
Act of 1934, as amended, regardless of any incorporation by reference language
in any such filing. This Current Report will not be deemed an admission as to
the materiality of any information in this Current Report that is required to
be disclosed solely by Regulation FD.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is being furnished herewith:
99.1
Press Release of the Company, dated September 3, 2024, announcing the election
of Michael Battles and Eric Gerstenberg as members of the Company's Board of
Directors.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Clean Harbors, Inc.
September 3, 2024 By: /s/ Eric J. Dugas
Executive Vice President and Chief Financial Officer
2
EXHIBIT 99.1
Press Release
Clean Harbors Adds Michael Battles and Eric Gerstenberg
to its Board of Directors; Expands Board to 13 Members
NORWELL, Mass. - September 3, 2024 -
Clean Harbors, Inc.
("Clean Harbors" or the "Company") (NYSE: CLH), the leading provider of
environmental and industrial services throughout North America,
today announced that Co-Chief Executive Officers Michael Battles and Eric
Gerstenberg have joined the Company's Board of Directors, effective
immediately.
"Eric and Mike are talented, proven executives with lengthy track records of
valuable contributions to Clean Harbors," said Alan S. McKim, the Company's
Founder, Executive Chairman and Chief Technology Officer. "The first year and
a half under their leadership as co-CEOs has been an incredibly successful
period for the Company, its employees and its shareholders as we execute our
Vision 2027 growth strategy. Their collective insights in the areas of
operations, finance, sales and capital allocation further strengthens our
Board."
The Company's board was expanded to 13 members in conjunction with these
appointments. Mr. Gerstenberg and Mr. Battles will both serve as Class III
directors.
Gerstenberg, 56, joined Clean Harbors in 1989 and during the past thirty years
he has held a variety of positions of increasing responsibility throughout the
organization. Prior to being named Co-Chief Executive Officer, he was the
Company's Chief Operating Officer - a position he has held since 2015 - where
he had responsibility for the environmental sales and service organization,
all of its facilities including incinerators and re-refineries, and oversaw
the majority of its workforce. Gerstenberg completed the Advanced Management
Program (AMP) at Harvard Business School, and received his Bachelor of Science
degree in Engineering from Syracuse University.
Battles, 56, joined Clean Harbors in 2013 as Chief Accounting Officer after a
long career in public accounting at Deloitte & Touche, and as a finance leader
at PerkinElmer, Inc. He was elevated to Chief Financial Officer in 2016 and
became Co-Chief Executive Officer in 2023. During his tenure as the Company's
CFO he oversaw the entire finance organization, including multiple debt raises
and refinancings, as well as taking on some strategic and operational
oversight. He is also a member of the Board of Directors of Casella Waste
Systems Inc. (Nasdaq: CWST). Battles holds a BS in Business Administration
from the University of Vermont and is a certified public accountant. He also
has a Certificate in Cybersecurity Oversight issued by the National
Association of Corporate Directors and Carnegie Mellon University.
Clean Harbors . 42 Longwater Drive . PO Box 9149 . Norwell, Massachusetts
02061-9149 . 800.282.0058 . www.cleanharbors.com
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About Clean Harbors
Clean Harbors (NYSE: CLH) is North America's leading provider of environmental
and industrial services. The Company serves a diverse customer base, including
a majority of Fortune 500 companies. Its customer base spans a number of
industries, including chemical, energy and manufacturing, as well as numerous
government agencies. These customers rely on Clean Harbors to deliver a broad
range of services such as end-to-end hazardous waste management, emergency
spill response, industrial cleaning and maintenance, and recycling services.
Through its Safety-Kleen subsidiary, Clean Harbors also is North America's
largest re-refiner and recycler of used oil and a leading provider of parts
washers and environmental services to commercial, industrial and automotive
customers. Founded in 1980 and based in Massachusetts, Clean Harbors operates
in the United States, Canada, Mexico, Puerto Rico and India. For more
information, visit
www.cleanharbors.com
.
Safe Harbor Statement
Any statements contained herein that are not historical facts are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are generally
identifiable by use of the words "believes," "expects," "intends,"
"anticipates," "plans to," "seeks," "should," "estimates," "projects," "may,"
"likely," "potential" or similar expressions. Such statements may include, but
are not limited to, statements that are not historical facts. Such statements
are based upon the beliefs and expectations of Clean Harbors' management as of
this date only and are subject to certain risks and uncertainties that could
cause actual results to differ materially, including, without limitation,
those items identified as "Risk Factors" in Clean Harbors' most recently filed
reports on Form 10-K and Form 10-Q. Forward-looking statements are neither
historical facts nor assurances of future performance. Therefore, readers are
cautioned not to place undue reliance on these forward-looking statements.
Clean Harbors undertakes no obligation to revise or publicly release the
results of any revision to these forward-looking statements other than through
its filings with the Securities and Exchange Commission, which may be viewed
in the "Investors" section of Clean Harbors' website at
www.cleanharbors.com
.
Contacts:
Eric J. Dugas Jim Buckley
EVP and Chief Financial Officer SVP Investor Relations
Clean Harbors, Inc. Clean Harbors, Inc.
781.792.5100 781.792.5100
InvestorRelations@cleanharbors.com Buckley.James@cleanharbors.com
Clean Harbors . 42 Longwater Drive . PO Box 9149 . Norwell, Massachusetts
02061-9149 . 800.282.0058 . www.cleanharbors.com
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