ENVIRI Corp Files Definitive Proxy Statement

TL;DR

ENVIRI Corp filed its proxy statement, shareholders get to vote soon.

AI Summary

ENVIRI Corporation (formerly HARSCO CORP) is filing a Definitive Proxy Statement (DEFA14A) on November 24, 2025. This filing is soliciting material under Rule 14a-12 and does not require a filing fee. The company's principal executive offices are located at Two Logan Square in Philadelphia, PA.

Why It Matters

This filing is a standard regulatory document that provides shareholders with information necessary to vote on company matters, impacting corporate governance and shareholder rights.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEFA14A) and does not contain new financial information or strategic changes that would inherently increase risk.

Key Players & Entities

• ENVIRI Corporation (company) — Registrant
• HARSCO CORP (company) — Former Company Name
• Two Logan Square (location) — Principal Business Address
• Philadelphia, PA (location) — Principal Business Address City/State

FAQ

Key Financial Figures

• $3 billion — ed an agreement to sell Clean Earth for $3 billion to a very large global environmental so
• $8 — stock was trading in a range of kind of $8 to $9 and of course we had the very str
• $9 — was trading in a range of kind of $8 to $9 and of course we had the very strong vi
• $20 — Enviri share now is should be north of $20. We may not trade that high. There will
• $50 billion — hink to for Clean Earth to be part of a $50 billion global market leader will present treme

Filing Documents

• d45981ddefa14a.htm (DEFA14A) — 75KB
• 0001193125-25-292887.txt ( ) — 76KB

From the Filing

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the RegistrantFiled by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Under Rule 14a-12 ENVIRI CORPORATION (Exact name of registrant as specified in its charter) N/A (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: The following is a transcript of the all-employee meeting held by Enviri Corporation (the "Corporation") in connection with the proposed sale of the Corporation's Clean Earth business to Veolia Environnement S.A. Thank you all for joining us today. Before we dive in, I need to cover some meeting logistics. We're using Microsoft Teams and we will be taking questions via the Q&A format. It's a feature on the top right of your screen, and we'll have time to answer your questions after Nick's comments. You can also send any questions to communications and enviri.com. This meeting also offers closed captioning and translation capabilities, and you can enable this by clicking the CC or the captions button at the top of your screen. And choose your preferred language. The meeting is also being recorded and will be posting it on our new comms hub page on the IX. And anyone can review that after the fact next week. And with that, I'll turn it over to Nick. OK. Thank you, Karen. Hi everybody. Well, it's a big day. Big day here at Enviri. You've all seen the announcement and probably following our share price. And of course it's very gratifying to see that. Let me just maybe in my own words, share with you what we are doing here. We signed an agreement to sell Clean Earth for $3 billion to a very large global environmental solutions company named Veolia. They're based in France.And we will use that 3 billion dollars of proceeds to pay off a lot of our debt and also to return cash to our shareholders. And in addition to shareholders receiving cash, they will receive shares of stock in what we're calling new Enviri, which will be comprised, of course of Harsco environmental Harsco Rail and supported by a corporate team. So we'll have a new public company, which we will be named Enviri as well. We expect all this to take effect for the transaction to close probably the middle to latter part of the second quarter of next year. And we believe this is just a great result for both our shareholders and our employees from a shareholder standpoint. The valuation that we receive for clean Earth is very high and it's also tax efficient. So we're not paying any corporate level tax on the gain on the sale of Clean Earth, and so we have a lot of happy shareholders today. The valuation that we receive for clean Earth is the highest on a relative basis of any transaction in the specialty waste sector in the United States as a multiple of Clean Earth's cash earnings we are being paid 18.5 times and their previous high valuation for similar transaction was 17 times so. Many, many people who may have expected us to execute this transaction, it underestimated what we would receive for Clean Earth, and therefore you're seeing the share price move up considerably as we speak. From an employee standpoint this is also a great transaction. For our Clean Earth colleagues as much as we will hate to see them leave Enviri, they're joining a very large, their revenues are 50 billion, they are truly a global company in specialty waste, wastewater treatment and municipal solid waste. A very big company, really the only global waste or environmental company in the world so a very good home for them. Clean

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View this DEFA14A filing on SEC EDGAR