Current Report Filing (8-k)
April 25 2022 - 04:07PM
Edgar (US Regulatory)
HARSCO CORP false 0000045876 0000045876
2022-04-20 2022-04-20
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) April 25,
2022 (April 20, 2022)
Harsco
Corporation
(Exact name of registrant as specified in its charter)
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Delaware |
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001-03970 |
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23-1483991 |
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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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350 Poplar Church Road, Camp Hill,
Pennsylvania |
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17011 |
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(Address of principal executive
offices) |
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(Zip Code) |
Registrant’s telephone number, including area code (717)
763-7064
(Former name or former address, if changed since last report.)
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 Instructions
A.2. below):
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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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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common stock, par value $1.25 per
share |
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HSC |
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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.
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On April 20, 2022, Harsco Corporation (the “Company”) held its
Annual Meeting of Stockholders. At the Annual Meeting of
Stockholders, the Company’s stockholders elected all nine of the
Board of Director nominees to serve as Directors until the 2023
Annual Meeting of Stockholders and ratified the appointment of
PricewaterhouseCoopers LLP as independent auditors for the year
ending December 31, 2022. The Company’s stockholders also
approved, on an advisory basis, the compensation of the Company’s
named executive officers.
As of the record date, there were 79,225,394 Common Shares
outstanding and entitled to vote on each matter presented for vote
at the Annual Meeting. At the Annual Meeting, 72,579,707 shares, or
approximately 91.61% of the outstanding Common Shares entitled to
vote, were represented in person or by proxy. Those shares were
voted as follows:
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1. |
The following individuals were nominated in 2022 to serve as
Directors until the 2023 Annual Meeting of Stockholders. All
nominees were elected. The results of the vote were as follows:
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Name
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Votes
For |
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Votes
Against |
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Abstained |
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Broker Non-Votes |
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J.F. Earl
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67,549,377 |
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1,492,763 |
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155,775 |
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3,381,791 |
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K.G. Eddy
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67,381,187 |
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1,659,863 |
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156,866 |
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3,381,791 |
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D.C. Everitt
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63,330,485 |
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5,174,703 |
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692,728 |
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3,381,791 |
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F.N. Grasberger
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66,838,433 |
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2,190,588 |
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168,895 |
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3,381,791 |
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C.I. Haznedar
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66,992,163 |
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1,512,986 |
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692,766 |
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3,381,791 |
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M. Longhi
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68,346,109 |
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694,043 |
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157,764 |
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3,381,791 |
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E.M. Purvis
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67,533,795 |
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1,507,976 |
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156,145 |
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3,381,791 |
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J. S. Quinn
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68,389,376 |
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651,976 |
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156,564 |
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3,381,791 |
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P.C. Widman
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67,544,551 |
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1,497,445 |
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155,919 |
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3,381,791 |
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2. |
The appointment of PricewaterhouseCoopers LLP as independent
auditors to audit the financial statements of the Company for the
fiscal year ending December 31, 2022, was ratified. The
results of the vote were as follows:
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Votes For
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Votes Against
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Abstentions
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| 71,211,000 |
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1,250,741 |
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117,966 |
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3. |
The Company’s stockholders approved, on an advisory basis, the
compensation of the Company’s named executive officers. The results
of the vote were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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| 67,716,678 |
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1,349,121 |
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132,117 |
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3,381,791 |
A copy of the press release, dated April 20, 2022, announcing
the results of the Annual Meeting of Stockholders, is attached
hereto as Exhibit 99.1
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits. The following exhibits are furnished as part of the
Current Report on Form 8-K:
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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Harsco Corporation |
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| Date: April 25, 2022 |
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/s/ Russell C. Hochman
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Russell C.
Hochman |
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Senior vice President and General Counsel,
Chief Compliance Officer & Corporate Secretary
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Harsco (NYSE:HSC)
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