Casella Waste Systems Elects Directors, Amends Equity Plan

TL;DR

Casella Waste Systems (CWST) board shakeup and equity plan tweaks announced.

AI Summary

Casella Waste Systems, Inc. announced on June 6, 2024, the election of new directors and changes in officer compensation. Specifically, the company elected three Class II directors to serve until the 2027 annual meeting of stockholders. Additionally, the company's Compensation Committee approved amendments to the 2023 Equity Incentive Plan, impacting compensatory arrangements for certain officers.

Why It Matters

Changes in board composition and executive compensation plans can signal shifts in company strategy and governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing reports routine corporate governance matters such as director elections and compensation plan amendments, which typically carry low immediate risk.

Key Players & Entities

• Casella Waste Systems, Inc. (company) — Registrant
• June 6, 2024 (date) — Date of earliest event reported
• 2027 (date) — Director term end year
• 2023 Equity Incentive Plan (plan) — Amended compensatory arrangement

FAQ

Key Financial Figures

• $0.01 — which registered Class A common stock, $0.01 par value per share CWST The Nasdaq Sto

Filing Documents

• cwst-20240606.htm (8-K) — 56KB
• 0000911177-24-000069.txt ( ) — 178KB
• cwst-20240606.xsd (EX-101.SCH) — 2KB
• cwst-20240606_lab.xml (EX-101.LAB) — 21KB
• cwst-20240606_pre.xml (EX-101.PRE) — 12KB
• cwst-20240606_htm.xml (XML) — 3KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. At the Annual Meeting, the Company's stockholders voted on the following matters, which are described in detail in the Proxy Statement: (i) to elect three Class III directors, each to serve a term expiring at the 2027 Annual Meeting of Stockholders ("Proposal 1"); (ii) to approve the amendment and restatement of the 2016 Plan ("Proposal 2"); (iii) to approve, in an advisory "say-on-pay" vote, the compensation of the Company's named executive officers ("Proposal 3"); and (iv) to ratify the appointment of RSM US LLP as the Company's independent auditors for the fiscal year ending December 31, 2024 ("Proposal 4"). At the Annual Meeting, the stockholders of the Company elected the nominees of the Board, John W. Casella, William P. Hulligan and Rose Stuckey Kirk, as Class III directors and approved Proposal 2, Proposal 3 and Proposal 4. At the Annual Meeting, the holders of shares of the Company's Class A common stock and Class B common stock representing 64,866,723 votes were represented in person or by proxy, constituting a quorum. Set forth below are the final voting totals for the proposals acted upon at the Annual Meeting: Proposal 1: The following nominees were elected to the Board as Class III directors, each to serve for a term expiring at the 2027 Annual Meeting of Stockholders. Nominee Votes For Votes Withheld Broker Non-Votes John W. Casella 61,160,561 2,158,070 1,548,092 William P. Hulligan 57,545,817 5,772,814 1,548,092 Rose Stuckey Kirk 41,548,189 21,770,442 1,548,092 The terms of the following directors continued after the Annual Meeting: Michael K. Burke, Douglas R. Casella, Gary Sova, Michael L. Battles, Joseph G. Doody and Emily Nagle Green. Proposal 2: The amendment and restatement of the Casella Waste Systems, Inc. 2016 Incentive Plan was approved. Votes For Votes Against Votes Abstaining Broker Non-Votes 61,696,389 1,500,023 122,219 1,548,092 Proposal 3: An advisory "sa

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Exhibit Description 99.1 Amended and Restated 2016 Incentive Plan (incorporated herein by reference to Appendix A to the Company's Proxy Statement as filed with the SEC on April 19, 2024 (File No. 000-23211)) 101.SCH Inline XBRL Taxonomy Extension Schema Document.** 101.LAB Inline XBRL Taxonomy Label Linkbase Document.** 101.PRE Inline XBRL Taxonomy Presentation Linkbase Document.** 104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101). ** Submitted Electronically Herewith. 3 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. CASELLA WASTE SYSTEMS, INC. Date: June 10, 2024 By: /s/ Bradford J. Helgeson Bradford J. Helgeson Executive Vice President and Chief Financial Officer 4

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View this 8-K filing on SEC EDGAR