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): August 29, 2024
(Exact name of registrant as specified in its charter)
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 3, 2024, Clean Harbors, Inc. (the “Company”) announced the expansion of the Company’s Board of Directors (the "Board") from eleven to thirteen members and the election of Co-Chief Executive Officers Michael Battles and Eric Gerstenberg to the Board, all effective immediately following the Company's board meeting on August 29, 2024. Prior to being appointed as Co-Chief Executive Officers in 2023, Mr. Battles served as the Company's Chief Financial Officer since 2016 and Mr. Gerstenberg served as the Company's Chief Operating Officer since 2015. Both Mr. Battles and Mr. Gerstenberg will serve as Class III directors whose terms will expire at the Company’s 2025 annual meeting of shareholders. Neither Mr. Battles nor Mr. Gerstenberg were appointed to any committees of the Board, and they will not receive any additional compensation for their service on the Board. There are no arrangements or understandings between the Company and either Mr. Battles or Mr. Gerstenberg pursuant to which they were elected to the Board. Mr. Battles and Mr. Gerstenberg have no direct or indirect interest in any related party transaction with the Company which would be reportable under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
A copy of the press release issued by the Company to announce the election of Mr. Battles and Mr. Gerstenberg to the Board is furnished as Exhibit 99.1 to this Current Report and is incorporated by reference herein.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended, regardless of any incorporation by reference language in any such filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is being furnished herewith:
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Clean Harbors, Inc. | ||||||||
| September 3, 2024 | By: | /s/ Eric J. Dugas | ||||||
| Executive Vice President and Chief Financial Officer | ||||||||
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EXHIBIT 99.1
Press Release
Clean Harbors Adds Michael Battles and Eric Gerstenberg
to its Board of Directors; Expands Board to 13 Members
NORWELL, Mass. – September 3, 2024 – Clean Harbors, Inc. (“Clean Harbors” or the “Company”) (NYSE: CLH), the leading provider of environmental and industrial services throughout North America, today announced that Co-Chief Executive Officers Michael Battles and Eric Gerstenberg have joined the Company’s Board of Directors, effective immediately.
“Eric and Mike are talented, proven executives with lengthy track records of valuable contributions to Clean Harbors,” said Alan S. McKim, the Company’s Founder, Executive Chairman and Chief Technology Officer. “The first year and a half under their leadership as co-CEOs has been an incredibly successful period for the Company, its employees and its shareholders as we execute our Vision 2027 growth strategy. Their collective insights in the areas of operations, finance, sales and capital allocation further strengthens our Board.”
The Company’s board was expanded to 13 members in conjunction with these appointments. Mr. Gerstenberg and Mr. Battles will both serve as Class III directors.
Gerstenberg, 56, joined Clean Harbors in 1989 and during the past thirty years he has held a variety of positions of increasing responsibility throughout the organization. Prior to being named Co-Chief Executive Officer, he was the Company’s Chief Operating Officer – a position he has held since 2015 – where he had responsibility for the environmental sales and service organization, all of its facilities including incinerators and re-refineries, and oversaw the majority of its workforce. Gerstenberg completed the Advanced Management Program (AMP) at Harvard Business School, and received his Bachelor of Science degree in Engineering from Syracuse University.
Battles, 56, joined Clean Harbors in 2013 as Chief Accounting Officer after a long career in public accounting at Deloitte & Touche, and as a finance leader at PerkinElmer, Inc. He was elevated to Chief Financial Officer in 2016 and became Co-Chief Executive Officer in 2023. During his tenure as the Company’s CFO he oversaw the entire finance organization, including multiple debt raises and refinancings, as well as taking on some strategic and operational oversight. He is also a member of the Board of Directors of Casella Waste Systems Inc. (Nasdaq: CWST). Battles holds a BS in Business Administration from the University of Vermont and is a certified public accountant. He also has a Certificate in Cybersecurity Oversight issued by the National Association of Corporate Directors and Carnegie Mellon University.
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com
About Clean Harbors
Clean Harbors (NYSE: CLH) is North America’s leading provider of environmental and industrial services. The Company serves a diverse customer base, including a majority of Fortune 500 companies. Its customer base spans a number of industries, including chemical, energy and manufacturing, as well as numerous government agencies. These customers rely on Clean Harbors to deliver a broad range of services such as end-to-end hazardous waste management, emergency spill response, industrial cleaning and maintenance, and recycling services. Through its Safety-Kleen subsidiary, Clean Harbors also is North America’s largest re-refiner and recycler of used oil and a leading provider of parts washers and environmental services to commercial, industrial and automotive customers. Founded in 1980 and based in Massachusetts, Clean Harbors operates in the United States, Canada, Mexico, Puerto Rico and India. For more information, visit www.cleanharbors.com.
Safe Harbor Statement
Any statements contained herein that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans to,” “seeks,” “should,” “estimates,” “projects,” “may,” “likely,” “potential” or similar expressions. Such statements may include, but are not limited to, statements that are not historical facts. Such statements are based upon the beliefs and expectations of Clean Harbors’ management as of this date only and are subject to certain risks and uncertainties that could cause actual results to differ materially, including, without limitation, those items identified as “Risk Factors” in Clean Harbors’ most recently filed reports on Form 10-K and Form 10-Q. Forward-looking statements are neither historical facts nor assurances of future performance. Therefore, readers are cautioned not to place undue reliance on these forward-looking statements. Clean Harbors undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements other than through its filings with the Securities and Exchange Commission, which may be viewed in the “Investors” section of Clean Harbors’ website at www.cleanharbors.com.
Contacts:
Eric J. Dugas | Jim Buckley | |||||||
EVP and Chief Financial Officer | SVP Investor Relations | |||||||
Clean Harbors, Inc. | Clean Harbors, Inc. | |||||||
781.792.5100 | 781.792.5100 | |||||||
InvestorRelations@cleanharbors.com | Buckley.James@cleanharbors.com | |||||||
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com