UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 30, 2020
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US ECOLOGY, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-39120 | 84-2421185 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
101 S. Capitol Blvd., Suite 1000
Boise, Idaho 83702
(Address of Principal Executive Offices) (Zip Code)
(208) 331-8400
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
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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 | Name of each exchange on which registered |
| Common Stock, $0.01 par value | ECOL | Nasdaq Global Select Market |
| Warrants to Purchase Common Stock | ECOLW | Nasdaq Capital Market |
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 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
On June 30, 2020, the Board of Directors (the “Board”) of US Ecology, Inc. (the “Company”) approved a new Code of Business Conduct (the “Code of Conduct”). The Code of Conduct applies to all directors, officers, and employees of the Company and its subsidiaries, establishing basic standards of business practice, as well as professional and personal conduct that are expected of all covered persons. The Code of Conduct was adopted to, among other things, (i) improve its focus on the Company’s Shared Values, (ii) reduce complexity and improve readability, and (iii) make other technical, administrative, and non-substantive amendments to the Company’s existing Code of Business Conduct.
The adoption of the Code of Conduct did not relate to or result in any waiver, whether explicit or implicit, of any provision of the existing Code of Business Conduct. A copy of the Code of Conduct is available on the Company’s website at www.usecology.com, under the “Corporate Governance” tab of the “Investors” menu. The contents of the Company’s website are not incorporated by reference in this report. The foregoing description of the Code of Conduct does not purport to be complete and is qualified in its entirety by reference to the Code of Conduct, which is attached hereto as Exhibit 14.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | |
| Number | Description |
| | |
| 14.1 | Code of Business Conduct |
| | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| | US Ecology, Inc. |
| | (Registrant) |
| | |
| | |
| | |
| Date: July 6, 2020 | By:/S/ Eric L. Gerratt |
| | Eric L. Gerratt |
| | Executive Vice President and Chief Financial Officer |
