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): June 8, 2022
CHARAH SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware
| 001-38523
| 82-4228671
|
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
12601 Plantside Drive
Louisville, Kentucky | | 40299
|
| (Address of principal executive offices) | | (Zip Code) |
(Registrant’s telephone number, including area code): (502) 245-1353
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
Common Stock, par value $0.01 per share
| CHRA
| New York Stock Exchange
|
8.50% Senior Notes due 2026
| CHRB
| New York Stock Exchange
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
(a) On June 8, 2022, Charah Solutions, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”).
(d) At the Annual Meeting, the Company’s stockholders elected each of the two Class I directors nominated by the Company’s Board of Directors to serve for a term of three years or until his successor is duly elected and qualified. The stockholders also ratified the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for fiscal 2022.
Final voting results on each proposal submitted to the Company’s stockholders at the Annual Meeting are as follows:
1. Election of directors:
| | Votes For | | Votes Withheld | | Broker Non-Votes |
| Robert C. Flexon | 32,533,839 | | 6,778,336 | | 3,572,144 |
| Kenneth Young | 39,148,487 | | 163,688 | | 3,572,144 |
2. Ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for fiscal 2022:
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 42,059,174 | | 400,848 | | 424,297 | | — | |
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 hereunto duly authorized.
| | | CHARAH SOLUTIONS, INC. |
| | | | | |
| Date: | June 9, 2022 | By: |
| /s/ Scott A. Sewell |
| | | Name: |
| Scott A. Sewell |
| | | Title: |
| President and Chief Executive Officer |
