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) May 24, 2022 (May 18, 2022)

Harsco Corporation

(Exact name of registrant as specified in its charter)

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):

Securities registered pursuant to Section 12(b) of the Act:

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.  ☐

On May 23, 2022, Harsco Corporation (the “Company”) announced that Wendy Livingston, Senior Vice President and Chief Human Resources Officer, is leaving the Company to pursue other opportunities closer to her family. Her last day with the Company will be June 10, 2022.

On May 18, 2022, the Company entered into a Separation Agreement and General Release (the “Separation Agreement”) with David Stanton.

Under the Separation Agreement, Mr. Stanton will be entitled to receive four quarterly gross payments of $88,891, payable, less amounts previously paid, on the first full pay period after each of the following dates: July 1, 2022, October 1, 2022, January 1, 2023, and April 1, 2023. Mr. Stanton is also entitled to health insurance premiums for the continuation of health insurance coverage under COBRA for Mr. Stanton, his spouse, and covered dependents for a period of up to seven months. All payments and benefits to which Mr. Stanton is entitled under the Separation Agreement are subject to tax withholding, as applicable.

In consideration of the payments and benefits provided under the Separation Agreement, Mr. Stanton is subject to certain non-disparagement and confidentiality provisions and agreed to enter into a general release of claims against the Company.

The foregoing description of the terms and conditions of the Separation Agreement is merely a summary of the material terms of the Separation Agreement and is qualified in its entirety by reference to the full text of the Separation Agreement.

(d) Exhibits

Exhibit Index

(2)

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.

(3)