Current Report Filing (8-k)
January 24 2019 - 6:07AM
Edgar (US Regulatory)
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): January 23, 2019
CHARAH SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-38523
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82-4228671
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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12601 Plantside Drive, Louisville, Kentucky
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40299
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(Address of principal executive offices)
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(Zip Code)
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(502)
245-1353
(Registrants telephone number, including area code)
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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.
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On January 23, 2019, Charah Solutions, Inc. (the Company) announced that the Board of Directors
(the Board) of the Company appointed Scott Sewell, the Companys Chief Operating Officer, as President and Chief Executive Officer of the Company, effective immediately. The Board also appointed Mr. Sewell to the Board as a
director, with a term expiring at the 2020 annual meeting of stockholders or, if earlier, until his death, disability, resignation, disqualification, or removal from the Board. There are no transactions between the Company and Mr. Sewell that
would require disclosure under Item 404(a) of
Regulation S-K. There
are no arrangements or understandings between Mr. Sewell and any other persons pursuant to which he was appointed as a
director of the Company. As a management director, Mr. Sewell is not an independent director and is not anticipated to be appointed to a Board committee at this time. In connection with his appointment as President and Chief Executive Officer,
Mr. Sewell will cease serving as the Companys Chief Operating Officer, effective immediately.
In connection with his
appointment, the Company entered into a letter agreement with Mr. Sewell (the CEO Agreement). Pursuant to the CEO Agreement, Mr. Sewell (i) will receive an annualized base salary of $525,000, (ii) is eligible to receive an
annual bonus of up to 100% of his base salary and (iii) is eligible to receive annual awards under the Companys 2018 Omnibus Incentive Plan with a target value equal to 200% of his base salary. Mr. Sewell will not receive any
additional compensation for serving as a member of the Board. This summary of the CEO Agreement is qualified in its entirety by reference to the full text of the CEO Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by
reference.
Mr. Sewell, age 39, joined Charah in 2008 as an Operations Manager and held the positions of Vice President of Operations
and Senior Vice President of Operations until 2013 when he was appointed Chief Operating Officer (COO). As COO, Mr. Sewell was responsible for maintaining oversight of Charah operations, safety management, business development and utility
relations. Prior to joining Charah, he worked for Bechtel Corporation from 2002 until 2007.
Charles E. Price, the Companys previous
President and Chief Executive Officer, ceased to be employed by the Company on January 23, 2019. In accordance with the terms of his employment agreement (the Employment Agreement), Mr. Price was deemed to have resigned from
all officer and director positions with the Company, including as a member of the Board as of the date of the termination of his employment. Mr. Price is eligible to receive the severance benefits set forth in the Employment Agreement subject
to his satisfaction of the release requirements set forth in the Employment Agreement.
Item 7.01.
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Regulation FD Disclosure.
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On January 23, 2019, the Company issued a press release announcing the matters discussed above. A copy of the press release is attached
hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in this press release is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as
amended (the Exchange Act) or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
Exhibits.
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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
hereunto duly authorized.
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CHARAH SOLUTIONS, INC.
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Date: January 23, 2019
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By:
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/s/ Bruce Kramer
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Bruce Kramer
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Chief Financial Officer, Treasurer and Secretary
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