Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) Amendment to the Charah Solutions, Inc. 2018 Omnibus Incentive Plan
As described below in Item 5.07 of this Current Report on Form 8-K (this
"Current Report"), on June 9, 2021, at the 2021 Annual Meeting of Stockholders
(the "Annual Meeting") of Charah Solutions, Inc. (the "Company"), the Company's
stockholders approved an amendment (the "Amendment") to the Charah Solutions,
Inc. 2018 Omnibus Incentive Plan. The Amendment increased the number of shares
authorized for issuance pursuant to awards under the 2018 Omnibus Incentive Plan
by 2,000,000 shares, for a total number of 5,006,582 shares authorized. A
description of the material terms of the Amendment was included under the
heading "Proposal 3: Approval of the Amendment to the Charah Solutions, Inc.
2018 Omnibus Incentive Plan" in the Company's Definitive Proxy Statement on
Schedule 14A filed with the Securities and Exchange Commission (the "SEC") on
April 27, 2021, as amended by the Company's Schedule 14A amendment filed with
the SEC on April 28, 2021 (the "Proxy Statement"). Such description is
qualified in its entirety by reference to the full text of the Amendment, a copy
of which is attached as Exhibit 10.1 to this Current Report and is incorporated
herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) On June 9, 2021, the "Company held the Annual Meeting of Stockholders.
(d) At the Annual Meeting, the Company's stockholders elected each of the three
Class III directors nominated by the Company's Board of Directors to serve for a
term of three years or until his successor is duly elected and qualified. The
stockholders also ratified the appointment of Deloitte & Touche LLP to serve as
the Company's independent registered public accounting firm for fiscal 2021. The
stockholders also approved the Amendment to the Charah Solutions, Inc. 2018
Omnibus Incentive Plan. The proposals are further described in the Proxy
Statement.
Final voting results on each proposal submitted to the Company's stockholders at
the Annual Meeting are as follows:
1. Election of directors:
Votes For Votes Withheld Broker Non-Votes
Timothy J. Poché 33,104,822 2,944,206 3,740,328
Mark Spender 33,023,555 3,025,473 3,740,328
Dennis T. Whalen 35,919,212
129,816 3,740,328
2. Ratification of the appointment of Deloitte & Touche LLP to serve as the
Company's independent registered public accounting firm for fiscal 2021:
Votes For Votes Against Abstentions Broker Non-Votes
39,376,435 388,181 24,740 -
3. Approval of the amendment to the Charah Solutions, Inc. 2018 Omnibus
Incentive Plan:
Votes For Votes Against Abstentions Broker Non-Votes
31,029,771 4,949,922 69,335 3,740,328
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibit
10.1 First Amendment to the Charah Solutions, Inc. 2018 Omnibus
Incentive Plan.
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