US ECOLOGY, INC. (NASDAQ:ECOL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On May 23, 2017, US Ecology, Inc. (Company) announced the
appointment of Andrew Marshall, age 50, as the Companys Executive
Vice President of Regulatory Compliance and Safety. Mr. Marshall
joined the Company in 2010 as Director of Environmental Affairs
and Facility Operations and was promoted to Vice President of
Environmental Health and Safety in 2013 and in 2015 to Senior
Vice President of Environmental Health and Safety. Prior to
joining the Company he was an associate at Kleinfelder, a
national environmental consulting firm, and worked for Boise
Cascade Corporation for thirteen (13) years in various capacities
including Corporate Environmental Manager and Project Manager for
Strategic Initiatives. Mr. Marshall earned his Bachelor of
Science in Civil Engineering from Seattle University, his Master
of Science in Environmental Engineering from Oregon State
University and MBA from Northwest Nazarene University.
In connection with his appointment, Mr. Marshall entered into an
Executive Employment Agreement with the Company, effective as of
May 23, 2017 (Employment Agreement), expiring on December
31, 2019, with automatic one-year renewal periods unless written
notice is provided by either party of its intent not to renew on
or before sixty (60) days prior to expiration, including any
renewals thereof. The Employment Agreement establishes a minimum
annual base salary of $275,000 and participation in any cash
incentive or bonus plans of the Company which are in effect from
time to time. to the Companys 2017 Management Incentive Plan
(2017 MIP) Mr. Marshall will beeligible to receive a cash
incentive for fiscal year 2017 based upon the achievement of four
independent objectives: (1) financial; (2) individual; (3) health
and safety; and (4) compliance (each a Plan Objective).
The payout available for achievement of 100% of each Plan
Objective is a percentage of Mr. Marshalls annual base salary
(Target Incentive). In connection with his appointment,
his Target Incentive was increased from 50% to 60% of base
salary. A more detailed description of the 2017 MIP was provided
in the Current Report on Form 8-K filed by the Company on
November 22, 2016 and is incorporated herein by reference.
The Employment Agreement further provides for severance benefits
payable to Mr. Marshall if his employment is terminated by the
Company without cause or by Mr. Marshall for good reason in an
amount equal to the sum of two year’s base salary and two times
a target bonus amount (Severance Payment). In addition to
the Severance Payment, Mr. Marshall would be eligible for
continued vesting of granted stock options and the continued
right to exercise such stock options for the shorter of a period
of one year or the original expiration date of such option;
continued vesting of restricted stock and restricted stock unit
grants for a period of one year; continued vesting of performance
stock units for a period of one year; and continued medical,
hospitalization, life insurance and disability benefits to which
he was entitled at the termination date for twenty-four (24)
months following the termination date (or until he receives
similar or comparable coverage at a new employer, if shorter).
Upon a change of control of the Company (as defined in the
Employment Agreement) and subsequent termination by the Company
without cause or by Mr. Marshall for good reason within
twenty-four (24) months after such change of control, Mr.
Marshall would be eligible to receive, in lieu of the Severance
Payment, a payment equal to two times the sum of (i) his annual
base salary and (ii) the greater of (a) any earned but unpaid
amount due under any cash incentive plan; (b) his target bonus
amount; and (c) the cash incentive plan payment received (if any)
for the fiscal year immediately preceding the cash incentive plan
year in which the termination occurs.
Mr. Marshall also received an additional equity award for 2017
with a target value of $100,000, of which $60,000 was in the form
of restricted stock and the remainder in the form of stock
options. Restricted stock will vest in its entirety on January 1,
2020 and options will vest in one-third increments on each of
January 1, 2018, January 1, 2019 and January 1, 2020. Options
will expire in ten (10) years.
There is no arrangement or understanding between Mr. Marshall and
any other persons to which he was appointed Executive Vice
President of Regulatory Compliance and Safety, no family
relationship between Mr. Marshall and any directors or executive
officers of the Company and no related party transaction between
Mr. Marshall and the Company that would require disclosure under
Item 404(a) of Regulation S-K.
Item 5.07Submission of Matters to a Vote of Security
Holders.
The annual meeting of stockholders (Annual Meeting) of the
Company was held on May 23, 2017. The Companys stockholders
approved each of the four proposals described in the Companys
definitive proxy statement on Schedule 14A filed with the U.S.
Securities and Exchange Commission on April 12, 2017 (Proxy
Statement).
The proposals below are described in the Companys Proxy
Statement. Of the 21,794,471 shares outstanding and entitled to
vote, 21,058,964 shares were represented at the Annual Meeting in
person or by proxy. The final results for each of the matters
submitted to a vote of stockholders at the Annual Meeting are as
follows:
(i)Election of Directors The following persons were elected as
directors to hold office until the next annual meeting of
stockholders or until their death, resignation or removal.
| Votes For | Votes Against | Votes Abstained | |
| Joe F. Colvin | 19,284,633 | 48,766 | 25,055 |
| Katina Dorton | 19,296,778 | 37,859 | 23,817 |
| Jeffrey R. Feeler | 19,105,192 | 228,272 | 24,990 |
| Daniel Fox | 19,293,187 | 40,170 | 25,097 |
| Stephen A. Romano | 19,304,774 | 27,955 | 25,725 |
| John T. Sahlberg | 19,302,966 | 30,496 | 24,992 |
(ii)Ratification of the Companys Independent Registered Public
Accounting Firm The Companys stockholders ratified the
appointment of Deloitte Touche LLP as the Companys independent
registered public accounting firm for the 2017 fiscal year.The
voting results were 20,933,590 shares FOR,
90,868 shares AGAINST and 34,506 shares
ABSTAIN.
(iii) Advisory Vote on Executive Compensation The Companys
stockholders approved by non-binding advisory vote the executive
compensation of certain executive officers. The voting results
were 18,946,730 shares FOR, 367,238 shares
AGAINST and 44,486 shares
ABSTAIN.
(iv) Advisory Vote on Frequency of Votes on Executive
Compensation The Companys stockholders approved by non-binding
advisory vote a frequency of votes on executive compensation of
every one year. The voting results were 16,141,954 shares for
ONE YEAR, 31,794 shares for TWO
YEARS, 3,149,723 shares for THREE YEARS
and 34,983 shares ABSTAIN.
There were 1,700,510 broker non-votes with respect to the
election of each director and approval by non-binding advisory
vote of the executive compensation of certain officers. There
were no broker non-votes with respect to the appointment of the
independent registered public accounting firm or with respect to
the non-binding advisory vote on frequency of votes on executive
compensation.
Item 8.01. Other Events.
Following the Annual Meeting, the Companys Board of Directors
(Board) held a regularly scheduled meeting at which
Jeffrey R. Feeler was appointed Chairman of the Board and the
following directors, each of whom are independent as defined by
the applicable NASDAQ standards, were appointed to the respective
committees identified below:
| Audit Committee | Corporate Governance Committee | Compensation Committee |
| Daniel Fox (Chair) | Katina Dorton (Chair) | John T. Sahlberg (Chair) |
| Katina Dorton | Joe F. Colvin | Joe F. Colvin |
| John T. Sahlberg | Daniel Fox | Daniel Fox |
The Companys Corporate Governance Guidelines provide that in the
event the Chairman of the Board is an employee of the Company,
the Chair of the Corporate Governance Committee shall serve as
Lead Independent Director. Accordingly, because Jeffrey R.
Feeler, the President and Chief Executive Officer of the Company,
was appointed to the position of Chairman of the Board, Katina
Dorton, Chair of the Corporate Governance Committee, shall serve
as the Boards Lead Independent Director.
About US ECOLOGY, INC. (NASDAQ:ECOL)
US Ecology, Inc. is a provider of environmental services to commercial and government entities. The Company offers treatment, disposal and recycling of hazardous, non-hazardous and radioactive waste, as well as a range of field and industrial services. The Company operates in two business segments: Environmental Services, and Field & Industrial Services. Its Environmental Services segment provides a range of hazardous material management services, including transportation, recycling, treatment and disposal of hazardous and non-hazardous waste at Company-owned landfill, wastewater and other treatment facilities. The Company’s Field & Industrial Services segment provides packaging and collection of hazardous waste and total waste management solutions at customer sites and through its transfer facilities. Its services include on-site management, waste characterization, transportation and disposal of non-hazardous and hazardous waste. US ECOLOGY, INC. (NASDAQ:ECOL) Recent Trading Information
US ECOLOGY, INC. (NASDAQ:ECOL) closed its last trading session down -0.40 at 49.75 with 43,114 shares trading hands.