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 (Date of earliest event reported): May 4, 2016
HERITAGE-CRYSTAL CLEAN, INC.
(Exact name of registrant as specified in its charter)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 4, 2016, Heritage-Crystal Clean, Inc. (the “Company”) held its 2016 Annual Meeting of Shareholders (the “Annual Meeting”), pursuant to notice duly given. The proposal to ratify the appointment of Grant Thornton LLP was a routine matter and, therefore, there were no broker non-votes relating to that matter. The results of the voting for each of these proposals were as follows:
1. Election of Directors.
| Election of Class II Directors | For | Withheld | Broker Non-Votes | ||||||
| Brian Recatto | 13,457,798 | 186,420 | 6,478,893 | ||||||
| Charles E. Schalliol | 13,455,689 | 188,529 | 6,478,893 | ||||||
Each director nominee was duly elected to serve until the Annual Meeting of Stockholders in 2019 or until the director's successor has been duly elected and qualified, or until the earlier of the director's death, resignation, or retirement.
2. To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year
ending December 31, 2016.
| For | 20,030,914 | ||
| Against | 82,446 | ||
| Abstain | 9,751 | ||
Shareholders ratified the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for fiscal year ending December 31, 2016.
3. Approval on an advisory basis of the named executive officer compensation for fiscal 2015.
| For | 13,565,136 | ||
| Against | 72,013 | ||
| Abstain | 7,069 | ||
| Broker Non-votes | 6,478,893 | ||
Shareholders approved named executive officer compensation for the fiscal year ending January 2, 2016.
SIGNATURE
Pursuant to the requirements of the Securities Exchange act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| HERITAGE-CRYSTAL CLEAN, INC. | |
| Date: May 9, 2016 | By: /s/ Mark DeVita Title: Chief Financial Officer |