Advanced Disposal Services, Inc. (NYSE:ADSW) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 7, 2017, in connection with the sale of Advanced Disposal Services, Inc. (the “Company”) common stock by certain of the Company’s legacy stockholders, including Star Atlantic Waste Holdings, L.P. (“Highstar”), John Miller submitted an offer to resign from his position as director of the Company. Mr. Miller’s offer to resign was submitted in accordance with the Stockholders Agreement (the “Stockholders Agreement”), dated as of October 12, 2016, among the Company, Highstar, BTG Pactual International Portfolio Fund II SPC, acting on behalf of and for the account of the Segregated Portfolio BTGPH Corp Hedge (“BTG”) and Canada Pension Plan Investment Board. As a result of such sale, Highstar’s respective ownership fell below one of the ownership thresholds specified in the Stockholders Agreement. One of the directors designated by Highstar was required to submit an offer to resign from the Company’s board of directors (the “Board”) within 30 days after the closing of that transaction. to the terms of the Stockholders Agreement, Highstar continues to have the right to nominate up to two directors to the Board. Mr. Miller’s offer of resignations did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. On December 7, 2017, the Board accepted the resignation of Mr. Miller. Mr. Miller’s resignation is effective as of December 11, 2017.
A copy of the press release related to the foregoing is furnished as Exhibit99.1 to this Current Report and is incorporated by reference into this Item 5.02.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished herewith:
Advanced Disposal Services, Inc. ExhibitEX-99.1 2 ss70872_ex9901.htm PRESS RELEASE FOR IMMEDIATE RELEASE ADVANCED DISPOSAL ANNOUNCES A CHANGE TO ITS BOARD OF DIRECTORS AS IT CONTINUES TO ENHANCE BOARD INDEPENDENCE PONTE VEDRA,…To view the full exhibit click here
About Advanced Disposal Services, Inc. (NYSE:ADSW)
Advanced Disposal Services, Inc., formerly ADS Waste Holdings, Inc., is an environmental services company providing non-hazardous solid waste collection, transfer, recycling and disposal services to customers in the Southeast, Midwest and Eastern regions of the United States, as well as in the Commonwealth of the Bahamas. The Company operates through three segments: South, East and Midwest. It has a portfolio of collection, disposal and recycling operations that serves growing, operating and managing solid waste management companies in the United States. It offers other services, such as landfill gas-to-energy operations at municipal solid waste landfills; management of third-party owned landfills; customer service charges relating to overdue payments, and customer administrative fees relating to customers. Its facilities is engaged in the collection, processing and sale of old corrugated cardboard, old newspaper, mixed paper, aluminum, glass and other materials.