Current Report Filing (8-k)
October 25 2022 - 04:32PM
Edgar (US Regulatory)
HARSCO CORP false 0000045876 --12-31
0000045876 2022-10-19 2022-10-19
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) October 25, 2022
(October 19, 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 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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On October 19, 2022, in connection with the effectiveness of
new Securities and Exchange Commission rules regarding universal
proxy cards, certain recent changes to the Delaware General
Corporation Law (the “DGCL”) and a periodic review of the
by-laws of Harsco
Corporation (the “Company”), the Company’s board of directors (the
“Board”) adopted amended and restated by-laws (the “Amended and Restated
By-laws”), effective
immediately. Among other things, the amendments effected by the
Amended and Restated By-laws:
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Clarify that the elections of directors shall be determined by a
majority of the votes cast along with a resignation policy in
uncontested elections, and by a plurality of the votes in contested
elections;
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Clarify that the Board may postpone, reschedule or cancel meetings
of stockholders;
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Clarify the powers of the chair of stockholder meetings;
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Enhance procedural mechanics and disclosure requirements in
connection with stockholder nominations of directors and submission
of stockholder proposals (other than proposals to be included in
the Company’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”)) made in connection with
annual and special meetings of stockholders, including, without
limitation, as follows:
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Requiring additional disclosures;
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Addressing matters relating to Rule 14a-19 under the Exchange Act (the
“Universal Proxy Rules”) (e.g., providing the Company a remedy if a
stockholder fails to satisfy the Universal Proxy Rule requirements,
requiring stockholders intending to use the Universal Proxy Rules
to notify the Company of any change in such intent within two
business days and to provide reasonable evidence of the
satisfaction of the requirements under the Universal Proxy Rules at
least five business days before the applicable meeting,
etc.);
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Requiring that proposed nominees make themselves available for and
submit to interviews by the Board or any Board committee within 10
days following the date of any reasonable request therefor from the
Board or any Board committee;
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Modify the provisions relating to adjournment procedures and lists
of stockholders entitled to vote at stockholder meetings, in each
case, to reflect recent amendments to the DGCL;
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Add provisions that, in an emergency, permit any director or
certain officers to call Board meetings, lower quorum thresholds
for Board meetings and permit certain officers to be deemed
directors for purposes of obtaining a quorum for as long as the
emergency is ongoing;
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Provide that stockholder meetings may be held by means of remote
communication; and
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Make various other updates, including ministerial and conforming
changes, including changes in furtherance of gender neutrality.
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The foregoing summary of the amendments effected by the Amended and
Restated By-laws does not
purport to be complete and is qualified in its entirety by
reference to the complete text of the Amended and Restated
By-laws, which are filed as
Exhibit 3.1 hereto and are incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits.
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(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, 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: October 25, 2022 |
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By: |
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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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