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): September 19, 2013
COVANTA HOLDING CORPORATION
(Exact name of Registrant as Specified in Its Charter)
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| Delaware | | 1-06732 | | 95-6021257 | |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) | |
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445 South Street Morristown, New Jersey | | 07960 | | | |
| (Address of principal executive offices) | | (Zip Code) | | | |
(862) 345-5000
(Registrant’s telephone number, including area code)
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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 (see General Instruction A.2. below):
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b)) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On September 19, 2013, the Board of Directors of Covanta Holding Corporation (the “Company” or the "Corporation") approved amendments to the Company's Bylaws to clarify provisions regarding a forum for adjudication of certain actions and proceedings against or involving the Corporation or its directors, officers and other employees.. The amendments provide that, unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for any such action or proceeding shall be a state or federal court located within the state of Delaware, in all cases subject to the court's having personal jurisdiction over the indispensable parties named as defendants. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this amendment to the Company's Bylaws.
A copy of the full text of the amended and restated Bylaws is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
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| Item 9.01. | Financial Statements and Exhibits. |
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| (a) | Financial Statements of Business Acquired – Not Applicable |
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| (b) | Pro Forma Financial Information – Not Applicable |
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| Exhibit No. | | Exhibit |
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| 3.1 | | Amendment and Restated Bylaws of Covanta Holding Corporation, effective as of September 19, 2013. |
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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.
Date: September 20, 2013
COVANTA HOLDING CORPORATION
(Registrant)
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| By: | | /s/ Timothy J. Simpson |
| Name: | | Timothy J. Simpson |
| Title: | | Executive Vice President, General Counsel and Secretary |
COVANTA HOLDING CORPORATION
EXHIBIT INDEX
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| Exhibit No. | | Exhibit |
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| 3.1 | | Amendment and Restated Bylaws of Covanta Holding Corporation, effective as of September 19, 2013. |
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