Form 8-K COVANTA HOLDING CORP For: Sep 22

 

 

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: September 22, 2016

 

 

COVANTA HOLDING CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware		1-06732		95-6021257
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

445 South Street

Morristown, New Jersey 07960

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (862) 345-5000

 

 

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))

 

 

 

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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.

(d) On September 22, 2016, the Board of Directors (the “Board”) of Covanta Holding Corporation (the “Company”) appointed Danielle Pletka and Michael W. Ranger as directors of the Company, effective immediately, to serve for a term expiring at the annual meeting of stockholders in 2017 and until their respective successors are elected and qualified. Ms. Pletka was appointed to the Board’s Public Policy and Technology Committee. Mr. Ranger was appointed to the Board’s Finance Committee and is expected to be appointed to the Audit Committee.

Ms. Pletka and Mr. Ranger are each entitled to compensation for their services as directors in accordance with the Board’s compensation policy for non-employee directors, including a prorated portion of such directors’ annual award of 4,500 shares of restricted stock or restricted stock units equal to 2,775 shares of restricted stock or restricted stock units. See “Compensation of the Board” in the Company’s Proxy Statement for its 2016 Annual Meeting filed with the Securities and Exchange Commission on March 24, 2016 for further information with respect to director compensation.

On September 22, 2016, the Company issued a press release regarding the foregoing matters, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press Release dated September 22, 2016

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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 thereunto duly authorized.

Date: September 23, 2016

COVANTA HOLDING CORPORATION

(Registrant)

 

By:		/s/ Timothy J. Simpson
Name:		Timothy J. Simpson
Title:		Executive Vice President, General Counsel and Secretary

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release dated September 22, 2016.

Exhibit 99.1

 

Covanta Holding Corporation Names Danielle Pletka and Michael W. Ranger to Board of Directors

Morristown, N.J., September 22, 2016 – Covanta (NYSE: CVA), a leading provider of sustainable waste and energy solutions, today announced the additions of Danielle Pletka and Michael W. Ranger to its Board of Directors.

Ms. Pletka, an expert in international affairs and national security matters, is senior vice president of foreign and defense policy studies at the American Enterprise Institute (AEI), a leading public policy research organization. Prior to joining AEI, she served as a longtime senior staff member for the United States Senate Committee on Foreign Relations.

Mr. Ranger is co-founder and senior managing director of Diamond Castle Holdings, LLC, a private equity investment firm focusing on energy and power, healthcare, financial services and other diversified industries. He has more than 30 years of experience in the energy and power sector.

“We are delighted to enhance the depth of our board with these highly accomplished individuals,” said Sam Zell, Covanta’s Chairman. “I am confident that Danielle’s global policy expertise and Michael’s industry perspective and strategic insights will provide important contributions to our efforts to grow the business and create long-term value for our shareholders.”

About Covanta

Covanta is a world leader in providing sustainable waste and energy solutions. Annually, Covanta’s modern Energy-from-Waste facilities safely convert approximately 20 million tons of waste from municipalities and businesses into clean, renewable electricity to power one million homes and recycle approximately 500,000 tons of metal. Through a vast network of treatment and recycling facilities, Covanta also provides comprehensive industrial material management services to companies seeking solutions to some of today’s most complex environmental challenges. For more information, visit covanta.com.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this press release may constitute “forward-looking” statements as defined in Section 27A of the Securities Act of 1933 (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), the Private Securities Litigation Reform Act of 1995 (the “PSLRA”) or in releases made by the Securities and Exchange Commission (“SEC”), all as may be amended from time to time. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Covanta Holding Corporation and its subsidiaries (“Covanta”) or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements that are not historical fact are forward-looking statements. For additional information see the Cautionary Note Regarding Forward-Looking Statements in the Company’s 10-K, previously filed with the Securities and Exchange Commission.

Contact

Media

James Regan

862-345-5216

[email protected]

Investors

Alan Katz

862-345-5456

[email protected]

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