Casella Waste Systems, Inc. (NASDAQ:CWST) Files An 8-K Submission of Matters to a Vote of Security Holders

Casella Waste Systems, Inc. (NASDAQ:CWST) Files An 8-K Submission of Matters to a Vote of Security Holders

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Item 5.07

Submission of Matters to a Vote of Security Holders.
At the 2017 Annual Meeting of Stockholders of Casella Waste
Systems, Inc. (the Company) held on June 6, 2017 (the Annual
Meeting), the Companys stockholders voted on the following matters,
which are described in detail in the Companys definitive proxy
statement filed with the Securities and Exchange Commission on
April 24, 2017: (i) to elect three Class II directors, each to
serve a term expiring at the 2020 Annual Meeting of Stockholders
(Proposal 1); (ii) to approve, in an advisory say-on-pay vote, the
compensation of the Companys named executive officers (Proposal 2);
(iii) to recommend, in an advisory say-on-frequency vote, the
frequency of future advisory say-on-pay votes (Proposal 3); and
(iv) to ratify the appointment of RSM US LLP as the Companys
independent auditors for the fiscal year ending December 31, 2017
(Proposal 4). At the Annual Meeting, the stockholders of the
Company re-elected the nominees of the Company’s Board of
Directors (the “Board”), Joseph G. Doody, Emily Nagle Green and
Gregory B. Peters, as Class II directors, approved Proposal 2 and
Proposal 4 and recommended a frequency of 1 Year on Proposal 3. At
the Annual Meeting, the holders of shares of the Companys common
stock representing 46,534,359 votes were represented in person or
by proxy, constituting a quorum.
Set forth below are the final voting totals for the proposals acted
upon at the Annual Meeting:
Proposal 1:
The following nominees were elected to the Board as Class
II directors, each to serve for a term expiring at the
2020 Annual Meeting of Stockholders.
Nominee
Votes For
Votes Withheld
Broker Non-Votes
Joseph G. Doody
40,088,571
431,748
6,014,040
Emily Nagle Green
40,417,128
103,191
6,014,040
Gregory B. Peters
30,229,632
408,687
6,014,040
>Mr. Peters was nominated as the Companys Class A director.
Under the Companys certificate of incorporation, the holders of the
Companys Class A common stock, voting separately as a class, are
entitled to elect the Class A director.
The terms of the following directors continued after the Annual
Meeting: John W. Casella, William P. Hulligan, James E. OConnor,
Michael K. Burke, James F. Callahan, Jr. and Douglas R. Casella.
Proposal 2:
An advisory say-on-pay vote on the compensation of the
Companys named executive officers was approved.
Votes For
Votes Against
Votes Abstaining
Broker Non-Votes
40,359,425
140,118
20,776
6,014,040
Proposal 3:
The stockholders recommended, in an advisory
say-on-frequency vote, that the frequency of future
advisory say-on-pay votes be held every year.
Every 1 Year
Every 2 Years
Every 3 Years
Votes Abstaining
Broker Non-Votes
34,849,466
136,425
5,518,523
15,905
6,014,040
>After taking into consideration the foregoing voting results
and the Boards prior recommendation in favor of an annual advisory
say-on-pay vote on the compensation of the Companys named executive
officers, the Board intends to hold future advisory say-on-pay
votes on the compensation of the Companys named executive officers
every year.
Proposal 4:
The appointment of RSM US LLP, an independent registered
public accounting firm, as the Companys independent
auditors for the fiscal year ending December 31, 2017 was
ratified.
Votes For
Votes Against
Votes Abstaining
46,486,826
35,886
11,647

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About Casella Waste Systems, Inc. (NASDAQ:CWST)

Casella Waste Systems, Inc. is a solid waste services company. The Company provides resource management services to residential, commercial, municipal and industrial customers, in the areas of solid waste collection and disposal, transfer, recycling and organics services. Its segments include its two regional segments, Eastern and Western regions, which provide a range of solid waste services; Recycling, which offers recycling operations and its commodity brokerage operations, and Other, including organic services, ancillary operations and industrial services. It provides integrated solid waste services in over six states: Vermont, New Hampshire, New York, Massachusetts, Maine and Pennsylvania. It owns or operates over 30 solid waste collection operations, over 40 transfer stations, approximately 20 recycling facilities, approximately 10 Subtitle D landfills, over four landfill gas-to-energy facilities and a landfill permitted to accept construction and demolition (C&D) materials.

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