UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant To Section 13 OR 15(d) Of The Securities Exchange Act Of 1934
Date of report (Date of earliest event reported): May 5, 2011
HERITAGE-CRYSTAL CLEAN, INC
(Exact name of registrant as specified in its charter)
| Delaware | 001-33987 | 26-0351454 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
2175 Point Boulevard Suite 375 Elgin, IL | 60123 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, including area code: (847) 836-5670
(Former name or former address, if changed since last report)
[ ] 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))
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 5, 2011, Heritage-Crystal Clean, Inc. (the “Company”) held its annual meeting of stockholders. A total of 12,663,917 shares of common stock of the Company were represented in person or by valid proxy at the annual meeting, and the following actions were taken:
| | (i) | | | Election to the Board of Directors of the Company of the following three Class III Directors: |
Director Nominee | | | | |
| | | | | |
| Bruce Buckmann | 11,717,477 | 84,117 | 862,323 | |
| Carmine Falcone | 11,704,687 | 96,907 | 862,323 | |
| Robert Willmschen, Jr. | 11,782,473 | 19,121 | 862,323 | |
| | | | | |
| | | | | |
| | | | | |
| (ii) Ratification of appointment of Grant Thornton LLP as independent registered public accounting firm for the Company for the year ended December 31, 2011 | 12,645,319 | 700 | 17,898 | 0 |
| | | | | |
| | | | | |
| | | | | |
| (iii) Approval on an advisory basis of the named executive officer compensation for fiscal 2010 | 11,773,900 | 5,275 | 22,419 | 862,323 |
| | | | | |
| | | | | | |
| | | | | | |
| (iv) Approval on the frequency of a stockholder vote on the named executive officer compensation | 10,915,770 | 5,605 | 858,603 | 21,616 | 862,323 |
Based upon these voting results, the Board of Directors has decided that advisory votes on executive compensation will be submitted to shareholders on an annual basis until the next required advisory vote on the frequency of shareholder votes on executive compensation. |
| (v) | | | Approval of the 2008 Omnibus Incentive Plan for purposes of complying with the requirements of Section 162(m) of the Internal Revenue Code. |
| | | | | |
| | | | | |
| | 11,793,939 | 2,734 | 4,921 | 862,323 |
| | | | | |
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.
| | | HERITAGE-CRYSTAL CLEAN, INC. |
| | | (Registrant) |
DATE: May 11, 2011 | BY | | /s/ Gregory Ray |
| | | | Gregory Ray |
| | | | Chief Financial Officer, Vice President, Business Management and Secretary |
| | | | |
