UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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

(Amendment No.     )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

HARSCO CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Notice of 20192020

Annual Meeting of Stockholders

and Proxy Statement

Harsco Corporation

350 Poplar Church Road

Camp Hill, PA 17011 USA

350 Poplar Church Road

Camp Hill, PA 17011 USA

Invitation to Attend 20192020 Annual Meeting of Stockholders

Tuesday, April 23, 201921, 2020

9:00 a.m., Eastern Time

The Wagner at the Battery, New York, New York

Dear Fellow Stockholders:

You are cordially invited to attend the 20192020 Annual Meeting of Stockholders (the “Annual Meeting”) of Harsco Corporation (the “Company”), which will be held on Tuesday, April 23, 2019,21, 2020, beginning at 9:00 a.m., Eastern Time, at The Wagner at the Battery, Two West Street, New York, New York 10004.

Information about the business to be conducted at the Annual Meeting, including a listing and discussion of the various matters on which you will be asked to act, can be found in the attached Notice of 20192020 Annual Meeting of Stockholders and Proxy Statement.

Your vote is very important to us, and I encourage you to vote your shares whether or not you plan to attend the Annual Meeting. There are several ways in which you can vote your shares, including via the Internet, by telephone, or by signing, dating and returning your Proxy Card. Specific information about each of these voting methods can be found in the Proxy Statement under the heading “Questions and Answers About the Company’s Annual Meeting.”

I hope you will be able to attend this year’s Annual Meeting, and I look forward to greeting as many of you as possible. On behalf of my fellow members of the Board of Directors, I want to thank you in advance for voting and for your continued support of the Company.

March 14, 201911, 2020

Table of Contents

i

Table of Contents

(continued)

ii

Notice of 20192020 Annual Meeting of Stockholders

Tuesday, April 23, 201921, 2020

9:00 a.m., Eastern Time

The Wagner at the Battery, New York, New York

The 20192020 Annual Meeting of Stockholders (the “Annual Meeting”) of Harsco Corporation (the “Company”) will be held on Tuesday, April 23, 2019,21, 2020, beginning at 9:00 a.m., Eastern Time, at The Wagner at the Battery, Two West Street, New York, New York 10004.

The purposes of the meeting are as follows:

The Proxy Statement accompanying this Notice of 20192020 Annual Meeting of Stockholders describes each of these items in detail. In addition, the Proxy Statement contains other important information that you should read and consider before you vote.

The Board of Directors of the Company has fixed the close of business on February 26, 201924, 2020 as the record date for the determination of stockholders who are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.

The Company is furnishing proxy materials over the Internet as permitted under the rules of the Securities and Exchange Commission. Under these rules, many of the Company’s stockholders will receive a Notice of Internet Availability of Proxy Materials instead of a paper copy of the Notice of 20192020 Annual Meeting of Stockholders and Proxy Statement, our Proxy Card, our Annual Report on Form10-K and the Letter from our Chairman & CEO. We believe this process allows us to provide our stockholders with the information they need while lowering the costs of printing and distributing proxy materials. Stockholders who do not receive a Notice of Internet Availability of Proxy Materials will receive a paper copy of the proxy materials by mail.

Your vote is very important to us and we encourage you to vote your shares as soon as possible even if you plan to attend the Annual Meeting in person. Information about how to vote your shares via the Internet, by telephone, or by signing, dating and returning your Proxy Card can be found in the enclosed Proxy Statement.

By order of the Board of Directors,

Russell C. Hochman

Senior Vice President and General Counsel, Chief Compliance Officer & Corporate Secretary

March 14, 201911, 2020

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on April 23, 2019. 21, 2020. The Notice of 20192020 Annual Meeting of Stockholders and Proxy Statement, our Proxy Card, our Annual Report on Form10-K and the Letter from our Chairman & CEO are available free of charge atwww.envisionreports.com/hsc (for registered stockholders) orwww.edocumentview.com/hsc (for all other stockholders), or by calling toll-free (866)641-4276.

Proxy Summary

20192020 ANNUAL MEETING OF STOCKHOLDERS

VOTING MATTERS AND BOARD RECOMMENDATIONS

This Proxy Summary contains highlights of certain information in this Proxy Statement. Because it is only a summary, it does not contain all the information that you may wish to consider prior to voting. Please review the complete Proxy Statement and the Company’s Annual Report on Form10-K for additional information.

OUR DIRECTOR NOMINEES

You have the opportunity to vote on the election of the following eight nominees for Director. Additional information regarding each Director nominee’s experience, skills and qualifications to serve as a member of the Company’s Board of Directors can be found in the section entitled “Nominees for Director.”

GOVERNANCE HIGHLIGHTS

EXECUTIVE COMPENSATION HIGHLIGHTS

Our executive compensation program is designed to provide competitive pay based on Company performance, attract, retain and motivate our senior leaders, align the interests of executives with those of our stockholders, and drivelong-term stockholder value. To achieve these objectives, our program includes the following key features:

Proxy Statement

This Proxy Statement and the accompanying form of proxy are first being sent to the stockholders on or about March 14, 2019,11, 2020, and are being furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the “Board”) of Harsco Corporation (the “Company,” “Harsco,” “we” or “us”) for use at the Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held at The Wagner at the Battery, Two West Street, New York, New York 10004, on Tuesday, April 23, 2019,21, 2020, beginning at 9:00 a.m., Eastern Time.

Should you wish to obtain directions to The Wagner at the Battery in order to attend the Annual Meeting and vote in person, contact our Corporate Communications Department by calling (717)763-7064.

The Notice of 20192020 Annual Meeting of Stockholders and Proxy Statement, our Proxy Card, our Annual Report on Form10-K and the Letter from our Chairman & CEO are available free of charge atwww.envisionreports.com/hsc (for registered stockholders) orwww.edocumentview.com/hsc (for all other stockholders), or by calling toll-free (866)641-4276.

Questions and Answers about the Company’s Annual Meeting

Proposal No. 1: Election of Directors – nominees for the Board of Directors will be elected if more votes are cast in favor of a nominee then are cast against such nominee by the holders of shares present in person or represented by proxy and entitled to vote at the Annual Meeting.

Proposal No. 2: Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Auditors – the affirmative vote of the holders of at least a majority of the shares cast at the Annual Meeting, in person or by proxy, is required.

In certain circumstances, a stockholder will be considered to be present at the Annual Meeting for quorum purposes but will not be deemed to have cast a vote on each particular proposal. This occurs when a stockholder withholds a vote or abstains from voting on a proposal, or in the event of a brokernon-vote. In accordance with Delaware law and our Restated Certificate of Incorporation andby-laws, brokernon-votes will not be treated as votes cast with respect to the election of Directors (Proposal No. 1) and therefore will not affect the outcome of Director elections. With respect to the advisory vote to approve the compensation of our named executive officers (Proposal No. 3), abstentions will have the effect of negative votes, but brokernon-votes will not have any effect. With respect to the ratification of our auditors (Proposal No. 2), abstentions will have the effect of negative votes.

If a Director’s resignation is not accepted by the Board, then the Director who tendered that resignation will continue to serve on the Board until the 2020

The Board of Directors

General Oversight

The Board has general oversight responsibility for the Company’s affairs. Although the Board does not have responsibility forday-to-day management of the Company, Board members stay informed about the Company’s business through regular meetings, site visits and other periodic interactions with management. The Board is deeply involved in the strategic planning process for the Company and each of its business divisions. The Board also plays an important oversight role in the Company’s leadership development and succession planning processes.

Composition

The Board is currently comprised of eight Directors, seven of whom qualify as independent. In accordance with the Board’s Corporate Governance Principles and applicable sections of the NYSE Listed Company Manual (the “NYSE Rules”), the independent Directors regularly meet in executive session. These meetings allow the independent Directors to discuss important issues, including the business and affairs of the Company as well as matters concerning management, without any member of management present. During the 20182019 fiscal year, the independent Directors held fiveseven meetings. On average, the group of independent Directors attended 98% of the independent Directors’ meetings held in 2018.2019.

Leadership Structure

The Company’s governance documents provide the Board with flexibility to select the leadership structure that is most appropriate for the Company and its stockholders. The Board regularly evaluates the Company’s leadership structure and has concluded that the Company and its stockholders are best served by not having a formal policy regarding whether the same individual should serve as both Chairman of the Board and CEO. This approach allows the Board to elect the most qualified Director as Chairman of the Board while also maintaining the ability to separate the Chairman of the Board and CEO roles when necessary or appropriate.

In 2018 the Board elected F. Nicholas Grasberger III, our President & CEO, as Chairman of the Board. In addition, the Board elected David C. Everitt as independent Lead Director of the Board. When the Board appointed Mr. Everitt as the Lead Director, the Board reviewed the Lead Director’s role and responsibilities to ensure responsible oversight, including taking into account feedback received from existing investors (see “Engagement Regarding Leadership Structure” below).investors.

As Lead Director, Mr. Everitt has the following responsibilities, which are set forth in the Company’s Corporate Governance Principles:

Governance trends;

expertise, brand marketing experience, availability, career specialization, relevant technical skills, time and willingness to perform duties as a Director, absence of conflicts of interest, diversity and the extent to which the candidate would fill a present need on the Board. In addition, as explained in more detail below in the section entitled “Diversity,” the Board is committed to a policy of inclusiveness that requires all new Board nominees to be drawn from a pool that includes diverse candidates, with a commitment to seeking out highly qualified women and minority candidates.

In addition to evaluating new Director candidates, the Nominating Committee regularly assesses the composition of the Board in order to ensure it reflects an appropriate balance of knowledge, skills, expertise, diversity and independence. As part of this assessment, each Director is asked to identify and assess the particular experiences, skills and other attributes that qualify him or her to serve as a member of the Board. Based on the most recent assessment of the Board’s composition completed in February 2019,2020, the Nominating Committee and the Board have determined that, in light of the Company’s current business structure and strategies, the Board has an appropriate mix of Director experiences, skills, qualifications and backgrounds.

Set forth below is a general description of the types of experiences and skills the Nominating Committee and the Board believe to be particularly relevant to the Company at this time:

Leadership Experience

Directors who have demonstrated significant leadership experience over an extended period of time, especially current and former executive officers, provide the Company with valuable insights that can only be gained through years of

As noted above, the Nominating Committee evaluates the current composition of the Board fromtime-to-time time to time to ensure that the Directors reflect a diverse mix of skills, experiences, backgrounds and opinions. Depending on the current composition of the Board, the Nominating Committee may weigh certain factors, including those relating to diversity, more or less heavily when evaluating potential Director candidates.

The Board and the Nominating Committee believe that the Company’s current Directors, as a group, reflect the diverse mix of skills, experiences, backgrounds and opinions necessary to foster an effective decision-making environment and promote the Company’s culture across the globe. Each of the Company’s current Directors has significant experience working in international environments (including Directors who have lived and worked outside the United States for significant portions of their careers), and Board member experiences cover a wide range of industries.

Proposal 1: Election of Directors

The first proposal to be voted on at the Annual Meeting is the election of eight Directors, each of whom has been recommended for election by the Board. If elected, the Directors will hold office until the next annual meeting of stockholders or until their successors are elected and qualified, subject to the Board’s resignation requirement (as described in more detail below).

The Board recommends that stockholders vote “FOR” the election of each of the following nominees:

As discussed above, under the Company’s Restated Certificate of Incorporation, in any uncontested election, each Director nominee must receive the affirmative vote of a majority of the votes cast with respect to his or her election in order to be elected. This is known as a “majority voting standard.” If any Director nominee fails to receive more “for” votes than votes “against” for his or her election, then such Director will be required by the Company’sby-laws to tender his or her resignation to the Board for consideration. The Nominating Committee will then review the resignation and recommend to the Board whether to accept or reject it. The Board will act on the Nominating Committee’s recommendation and publicly disclose its decision within 90 days following certification of the election results. In the event the Board determines not to accept the Director’s resignation, the Board will also disclose the reasons such resignation was rejected. The Director who tendered his or her resignation will not participate in the Nominating Committee’s recommendation or the Board’s decision. If a Director’s resignation is not accepted by the Board, then the Director who tendered that resignation will continue to serve on the Board until the 20202021 Annual Meeting of Stockholders and until his or her successor is elected and qualified, or until his or her earlier death, unconditional resignation or removal.

Nominees for Director

All of the following Directors have been recommended for election by the Nominating Committee, and the Board has approved all such recommendations. Each of the following nominees for Director has accepted the nomination and has agreed to serve as a Director if elected by the Company’s stockholders.

The information set forth below states the name of each nominee for Director standing forre-election, his or her age (as of March 1, 2019)2020), a listing of present and recent employment positions, the year in which he or she first became a Director of the Company, other directorships held, the nominee’s specific experience, qualifications, attributes or skills that qualify him or her to serve as a Director and the committees of the Board on which the individual serves.

Nominees for Election as Directors with Terms Expiring in 20202021

Nominees for Election as Directors with Terms Expiring in 20202021 - Contd...

Nominees for Election as Directors with Terms Expiring in 20202021 - Contd...

Nominees for Election as Directors with Terms Expiring in 20202021 - Contd...

Meetings and Committees of the Board

Meetings of the Board and Director Attendance at Annual Meeting

The Board held five7 meetings during the fiscal year ended December 31, 2018.2019. Each Director attended at least 75% of the aggregate number of Board and applicable committee meetings held during the period of 2019 for which he or she served as a Director.

It is our policy to request that all Board members attend annual stockholder meetings. However, we also recognize that personal attendance by all Directors is not always possible. All Directors that served on the Board at the time of the Annual Meeting of Stockholders in 20182019 attended the Annual Meeting of Stockholders in 2018.2019.

Committees of the Board

The Board has established standing Audit, Management Development and Compensation, and Nominating and Corporate Governance committees. Membership in each of these committees, as of March 1, 2019,2020, is shown in the following chart:

All Directors listed above, including committee chairs, served on the respective committees listed above for the entire 20182019 fiscal year, except as follows:

The table below identifies the number of meetings held by each committee in 2018,2019, provides a brief description of the duties and responsibilities of each committee, and provides general information regarding the location of each committee’s charter:

Corporate Governance

We have a long-standing commitment to good corporate governance practices. These practices come in many different forms and apply at all levels of our organization. They provide the Board and our senior management with a framework that defines responsibilities, sets high standards of professional and personal conduct and promotes compliance with our various financial, ethical, legal and other obligations and responsibilities.

Corporate Governance Principles

The Board has adopted Corporate Governance Principles that, along with the charters of the Board committees, provide the framework for our Board’s operation and governance. The Nominating Committee is responsible for overseeing and reviewing our Corporate Governance Principles at least annually and recommending any proposed changes to the Board for approval. The Corporate Governance Principles are available on our website atwww.harsco.com/about-uscorporate-governance in the Corporate Governance section.

Code of Conduct

We have adopted a Code of Conduct applicable to our Directors, officers and employees worldwide. The Code of Conduct is issued in booklet form and an online training program facilitates new employee orientation and individual refresher training. Our Code of Conduct is produced in over 20 languages. The Code of Conduct, including amendments thereto or waivers thereof granted to a Director or executive officer, if any, can be viewed on our website atwww.harsco.com/about-uscorporate-governance in the Corporate Governance section.

Stockholder and Interested Party Communications with Directors

The Board has established a formal process for stockholders and interested parties to communicate directly with the Lead Director, thenon-management Directors or with any individual member of the Board. Stockholders and interested parties may contact any member of the Board by writing to the specific Board member in care of our Corporate Secretary at our Corporate Headquarters (350 Poplar Church Road, Camp Hill, PA 17011). Our Corporate Secretary will forward any such correspondence to the applicable Board member; provided, however, that any such correspondence that is considered by our Corporate Secretary to be improper for submission to the intended recipients will not be provided to such Directors. In addition, Board members, including the Lead Director, can be contacted bye-mail atBoardofDirectors@harsco.com.

Director Independence

The Board has affirmatively determined that the following seven Directors are independent pursuant to the applicable independence requirements set forth in the NYSE Rules and by the SEC because they either have no relationship with the Company (other than as a Director and stockholder) or because any relationship they have with the Company is immaterial: Messrs. Earl, Everitt, Longhi, Purvis and Widman and Ms. Eddy and Ms. Haznedar. In making these independence determinations, the Board, in consultation with the Nominating Committee, reviewed the direct and indirect relationships between each Director and the Company and its subsidiaries, as well as the compensation and other payments each Director received from or made to the Company and its subsidiaries.

Nominations of Directors

The Nominating Committee is responsible for overseeing the selection of qualified nominees to serve as members of the Board. Consistent with the Board diversity policy, in administering its oversight responsibilities, the Nominating Committee is committed to seeking out highly qualified women and minority candidates as well as candidates with diverse backgrounds, experiences and skills as part of each Board search the Company undertakes, and to ensuring that Board nominees are drawn from a pool that includes diverse candidates, including women and minority candidates. Beyond those specific parameters, the Nominating Committee has not adopted formal selection procedures, but instead utilizes general guidelines that allow it to adjust the selection process to best satisfy the objectives established for any Director search. The Nominating Committee considers Director candidates recommended by any reasonable source, including current Directors, management and stockholders. In the case of Ms. Haznedar, the Nominating Committee

Director candidate. The Nominating Committee will consider recommendations for Director candidates from stockholders if such recommendations are submitted in writing to:

Corporate Secretary

Harsco Corporation

350 Poplar Church Road, Camp Hill, PA 17011

Any such written recommendation from stockholders must set forth the following information:

This information must be submitted as provided under the heading “STOCKHOLDER PROPOSALS AND NOMINATIONS FOR PRESENTATION AT 20202021 ANNUAL MEETING OF STOCKHOLDERS.”

There were no material changes to the procedures relating to stockholder nominations during 2018,2019, and there have been no changes to date in 2019.2020. The Nominating Committee believes that these procedural requirements are intended solely to ensure that it has a sufficient basis on which to assess potential Director candidates and are not intended to discourage or interfere with appropriate stockholder nominations. The Nominating Committee does not believe that any such requirements subject any stockholder or proposed nominee to any unreasonable burden. The Nominating Committee and the Board reserve the right to change the above procedural requirements from time to time and/or to waive some or all of the foregoing requirements with respect to certain nominees, but any such waiver shall not preclude the Nominating Committee from insisting upon compliance with any and all of the above requirements by any other recommending stockholder or proposed nominees.

Non-Employee Director Compensation

The general policy of our Board is that compensation fornon-employee Directors should be competitive with similarly situated companies and should be comprised of a mix of cash and equity. Our Nominating Committee annually reviews market data regarding comparable director compensation programs. This data is prepared by management and the independent compensation consultant utilizing several broad board compensation studies completed within one year of the Nominating Committee’s review.

The compensation structure fornon-employee Directors for 20182019 was as follows:

In addition to the above listed compensation, Directors are reimbursed for reasonable travel expenses related to attendance at Board or committee meetings.

Our Board has instituted a stockholding requirement for Board members equal to five times the annual retainer. Board members have five years from the date they join the Board to comply with this requirement. Vested and unvested Restricted Stock Units (“RSUs”), as well as phantom shares acquired through deferral of Director fees (as described below), are included for purposes of determining compliance with Director stockholding requirements. At December 31, 2018,2019, all of ournon-employee Directors who had served for at least five years were in compliance with Director stockholding requirements.

Beginning in 2016, RSUs are granted under the new 2016Non-Employee Directors’ Long-Term Equity Compensation Plan (the “Director Plan”). Each RSU under the Director Plan vests at the close of business on the earlier of (i) the first anniversary of the grant date or (ii) the annual meeting of stockholders in the year immediately following the year of grant, subject to accelerated vesting in full if service as a Director terminates due to death, disability or under a

Share Ownership of Directors, Management and Certain Beneficial Owners

The following table sets forth information with respect to the beneficial ownership of our outstanding voting securities, stock options and other stock equivalents by: (1) our Chairman, President & CEO, our CFO, and the other three current executive officers named in the 20182019 Summary Compensation Table, whom we refer to collectively as our NEOs; (2) each Director and Director candidate; (3) all current Directors and executive officers as a group; and (4) certain beneficial owners of more than 5% of our Common Stock. All of our outstanding voting securities are Common Stock.

Beneficial ownership information in the table is as of February 26, 2019,24, 2020, except the number of shares beneficially owned by beneficial owners of more than 5% of the Common Stock which is as of the dates stated in footnotes (3) and (4) to the table (percentages are calculated assuming continued beneficial ownership at February 26, 2019)24, 2020).

Except as otherwise stated, each individual or entity has sole voting and investment power over the shares set forth opposite his, her or its name. None of the Directors, Director candidates or executive officers individually beneficially owned 1% or more of our Common Stock, and our current Directors and executive officers as a group beneficially owned less than 1% of our outstanding common stock.

Report of the Audit Committee

The Audit Committee is currently composed of four Directors, each of whom is considered independent under the rules of the NYSE and the SEC. The Board has determined that each of Ms. Eddy and Mr. Widman qualifies as an “audit committee financial expert” as that term is defined under the rules promulgated by the SEC.

The Audit Committee operates pursuant to a written charter that complies with the guidelines established by the NYSE.

The Audit Committee is responsible for monitoring our financial reporting processes and system of internal controls, supervising our internal auditors and overseeing the independence and performance of the independent auditors. In carrying out these responsibilities, the Audit Committee meets with our internal auditors and our independent auditors to review the overall scope and plans for their respective audits of our financial statements. The Audit Committee also meets privately (and in separate meetings) with members of management, our independent auditors and our internal auditors following each Audit Committee meeting and as may otherwise be needed. The Audit Committee meets with management and with the independent auditors each quarter to review and discuss our Annual Report on Form10-K and quarterly reports on Form10-Q prior to their being filed with the SEC, and meets with management and our independent auditors to review and discuss our quarterly earnings prior to their release.

The Audit Committee’s responsibility is to monitor and oversee the audit and financial reporting processes. However, the members of the Audit Committee rely, without independent verification, on the information provided to them and on the representations made by management, and the report issued by the independent registered public accounting firm. While the Audit Committee and the Board monitor our financial record keeping and controls, management is ultimately responsible for our financial reporting process, including our system of internal controls, disclosure control procedures and the preparation of the financial statements. The independent auditors support the financial reporting process by performing an audit of our financial statements and issuing a report thereon.

The Audit Committee has reviewed and discussed with management and the independent auditors the audited consolidated financial statements for the year ended December 31, 20182019 and related periods. These discussions focused on the quality, not just the acceptability, of the accounting principles used by us, key accounting policies followed in the preparation of the financial statements and the reasonableness of significant judgments made by management in the preparation of the financial statements and alternatives that may be available.

In addition, the Audit Committee has discussed with the independent auditors the matters required to be discussed pursuant to Statement on Auditing Standards No. 1301, “Communications with Audit Committees,” as adopted by the applicable requirements of the Public Company Accounting Oversight Board, including the quality of our accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements. The Audit Committee has also received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communications with the Audit Committee concerning independence and has discussed with the independent auditors the independent auditors’ independence.

Based on the review and discussions referred to above, the Audit Committee’s review of the representations of management and the report of the independent auditors, the Audit Committee recommended to the Board that the audited financial statements be included (and the Board approved such inclusion) in our Annual Report on Form10-K for the fiscal year ended December 31, 20182019 for filing with the SEC.

SUBMITTED BY THE AUDIT COMMITTEE:

P. C. Widman, Chairman

K. G. Eddy

C. I. Haznedar

M. Longhi

Fees Billed By the Independent Auditors for Audit andNon-Audit Services

The following table sets forth the amount of audit fees, audit-related fees, tax fees and all other fees billed or expected to be billed by PricewaterhouseCoopers LLP, our principal auditor for the years ended December 31, 20182019 and December 31, 2017.2018.

The Audit Committee has considered the possible effect ofnon-audit services on the auditors’ independence andpre-approved the type ofnon-audit services that were rendered. The Audit Committee has adopted a policy authorizing thepre-approval of certain audit,non-audit and tax services (and related fees) to be provided by the independent auditors. The services to be provided are to be reviewed with the Audit Committee and approval is given for a specific dollar amount and for a period of not greater than 12 months. Services that are notpre-approved in this manner must bepre-approved on acase-by-case basis throughout the year. Additionally, if thepre-approved fee is exceeded, the Audit Committee must be advised of such overruns. In making its decision regarding the approval of services, the Audit Committee will consider whether such services are consistent with the SEC’s rules on auditor independence, whether the independent auditor is best positioned to provide such services and whether the services might enhance the Company’s ability to manage or control risk or improve audit quality. No services were provided during the last two fiscal years pursuant to the de minimis safe harbor exception from thepre-approval requirements.

All of the fees included in the table above werepre-approved by the Audit Committee.

Proposal 2: Ratification of Appointment of Independent Auditors

The Audit Committee has appointed PricewaterhouseCoopers LLP as independent auditors to audit our financial statements for the fiscal year ending December 31, 2019.2020. Although not required to do so, the Board has determined to submit the Audit Committee’s appointment of PricewaterhouseCoopers LLP as our independent auditors to stockholders for ratification as a matter of good corporate governance. In the absence of contrary direction from stockholders, all proxies that are submitted will be voted in favor of the ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as our independent auditors.

If this proposal is not ratified by at least a majority of the shares of our outstanding common stock present in person or by proxy and entitled to vote on matters at the Annual Meeting, the appointment of the independent auditors will be reevaluated by the Audit Committee. Due to the difficulty and expense of making any substitution of auditors, it is unlikely that their appointment for the audit of the financial statements for the fiscal year ending December 31, 20192020 would be changed. However, the Audit Committee may review whether to seek new independent auditors for the fiscal year ending December 31, 2020.2021.

A representative of PricewaterhouseCoopers LLP will attend the Annual Meeting, with the opportunity to make a statement and answer questions of stockholders.

Required Vote: The ratification of the appointment of PricewaterhouseCoopers LLP as independent auditors will be approved if it receives the approval of at least a majority of the shares represented at the Annual Meeting.

The Board recommends that stockholders vote “FOR” the ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for the fiscal year ending December 31, 2019.2020.

Compensation Discussion  & Analysis

Introduction

In this Compensation Discussion & Analysis (“CD&A”), we review the objectives and elements of Harsco’s executive compensation program and discuss the 20182019 compensation earned by our named executive officers (“NEOs”).NEOs.

Pursuant to the disclosure requirements contained in the SEC rules, this year’s NEO list includes one individual who is no longer employed by the Company. Our NEOs for fiscal 2018 were2019 are as follows:

Executive Summary

Business Highlights

2019 represented a year of significant positive change for Harsco, as the Company completed several meaningful steps to further its transformation to a leading global provider of environmental solutions. During 2018, the Company continued to deliver on its long-term strategy of generating financial returns in excess of the cost of capital and maintaining a strong financial profile. Harsco management successfully executed several initiatives to further strengthen and grow its existing businesses by exceeding its 2018 Annual Operating Plan goals and achieving other key business objectives.

In particular, the Company also accelerated its growth-focused investments in 2018 with Metal & Minerals’ (“M&M”) acquisition of theacquired Altek Group, a high-growthgrowth company that provides global innovative environmental solutions to the aluminum industry. This acquisition expandsIn 2019, Harsco acquired Clean Earth (“CE”) — one of the breadth our service capabilities into aluminum drosslargest specialty waste processing companies in the U.S. Clean Earth provides its customers with processing and scrap processingbeneficial reuse solutions for hazardous waste, as well as providing breakthrough technologycontaminated and dredged materials. Harsco also decided to sell its Industrial businesses (final of three businesses was sold in the first quarter of 2020), which in combination with the acquisition of Clean Earth, simplifies the Company’s structure and shifts the focus to less cyclical and higher growth businesses.

Our acquisition expertise and core capabilities continue to support our business strategy objectives and vision to transform Harsco to a single-thesis environmental solutions aimed at providingcompany. The integration of Clean Earth has been successful, and we plan to capitalize on Clean Earth’s growth potential, through internal investment as well as ongoing M&A activities. We are also actively pursuing identified cost synergies and expanded revenue opportunities given the complementary nature of the Clean Earth business.

The Company also continued to execute other key strategies to invest in our Metals & Minerals business unit, (which was rebranded to “Harsco Environmental” to align with our value proposition to our customers’ waste streams. Successcustomers), and with Harsco Rail positioning each business unit for future growth. Harsco Environmental committed a significant amount of capital to new contracts in delivering against2019, while Harsco Rail continued to invest in new product development as well as its global market capabilities.

These strategic actions were taken while being mindful of Harsco’s Corporate Sustainability objectives and near and long-term financial goals, generate financial returns that exceed its cost of capital and maintain a prudent balance sheet.

However, 2019 wasn’t without its challenges. Business performance softened late in the year within our strategic initiatives, along withHarsco Environmental and Harsco Rail business units. Harsco Environmental’s performance was principally impacted by lower services demand and weak customer production levels, as many customers reduced production and extended output curtailments in response to seasonal weakness and challenging fundamentals within their markets. Performance in Rail was impacted mainly by customer shipment delays pushing deliveries beyondyear-end and capacity constraints in the manufacturing facility in South Carolina. While a more favorable economic climate, resultedrecord level of backlog was generated, the facility consolidation led to unanticipated shipment deferrals, higher manufacturing costs and lower profit margins. Despite these challenges, however, the Company realized strong profitability and margins in strong 20182019, continuing the three-year trend of steadily improving financial performance and notable year-over-year improvements of key performance indicators (“KPIs”).results.

A summary of Harsco’s key 2018 accomplishments2019 highlights is highlighted below:

Harsco Consolidated

Financial and operational successeshighlights for each business unit are summarized in the table below:

Through productOn February 7, 2020, the Company announced it entered into a definitive agreement to acquire Stericycle Environmental Solutions, Inc. (“ESOL”), an established hazardous waste transportation and service innovation, returns earned on growth-focused investments, sound financial managementprocessing solutions provider, from Stericycle, Inc. The acquisition of ESOL marks the next step in Harsco’s transformation into a global, market leading, single-thesis environmental solutions platform. The transaction is expected to close by the end of the first quarter, subject to customary closing conditions, including regulatory approval. We continue to believe that shifting our portfolio to less-cyclical businesses with attractive growth potential is the best way to create sustainable, long-term value for Harsco and delivering relevant and sustainable value to our customers, the outlook for each of Harsco’s business units remains positive for 2019.shareholders.

Advisory Vote on Named Executive Officer Compensation

At our 20182019 Annual Meeting, stockholders voted strongly in support of Harsco’s NEO compensation programs with approximately 95%97% of votes cast in support of the Harsco’ssay-on-pay proposal.

We continue to engage our stockholders on various issues through an extensive and thoughtful investor relations program. During this engagement, stockholders have an opportunity to provide feedback on a variety of topics, including executive compensation. The Company’s outreach via investor conferences, roadshows, and other means has increased and we have received strong favorable support from our stockholders the past few years. The MD&C Committee considers stockholders’ viewpoints in the development and approval of all compensation policies and practices at Harsco.

Program Governance Highlights

We strive to maintain a program that is consistent with market best practices, supportive of our business structure, and aligned with our stockholders’ expectations. The table below presents our compensation governance practices and polices:

When the effectcompany engages in M&A activity during a fiscal year, the financial impact of certain special items as determined by the MD&C Committee) minus; 2) a fixed cost of capital rate applied to planned controllable net assets deployed. Upon consolidation of each business unit’s results including Corporate charges,any acquisitions or divestitures are not considered when determining compensation for that year. In 2019, Harsco Consolidated earnedBUC results:

Note: For fiscal 2019, all eligible Clean Earth employees continued to have the opportunity to earn an above target payout. annual incentive award under thepre-acquisition Clean Earth Management 2019 Bonus Plan design. Effective January 1, 2020, all eligible Clean Earth employees will participate in Harsco’s Annual Incentive Plan (“AIP”) consistent with all eligible Harsco employees.

The payout factors achieved related to Harsco Consolidated and each of threeits business units are notedoutlined below. For further details on Clean Earth’s annual incentive plan, please see heading “Discussion of SVP & Group President, Harsco Clean Earth’s Compensation Results.”

Discussion of SVP & Group President, Harsco Clean Earth’s 2019 Compensation Results

Actual Total Compensation

Upon the closing of the Clean Earth acquisition on June 28, 2019, Mr. Dods served in his role as SVP & Group President, Harsco Clean Earth (formerly, President & Chief Executive Officer of Clean Earth) until his retirement on December 31, 2019. As part of the transition to Harsco and as approved by the MD&C Committee, Mr. Dods’ compensation from June 28, 2019 through December 31, 2019 remained consistent with Clean Earth’spre-acquisition executive compensation program design in effect for fiscal 2019. The table below presents the actual Total Direct Compensation awarded to Mr. Dods’ as a Harsco senior executive during this time.