Casella Waste Systems Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$CWST
Environmental Services
Utilities
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 5, 2025
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(Exact Name of Registrant as Specified in Charter)
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Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2025 Annual Meeting of Stockholders of Casella Waste Systems, Inc. (the “Company”) held on June 5, 2025 (the “Annual Meeting”), the Company’s stockholders voted on the following matters, which are described in detail in the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 18, 2025: (i) to elect three Class I directors, each to serve a term expiring at the 2028 Annual Meeting of Stockholders (“Proposal 1”); (ii) to approve, in an advisory “say-on-pay” vote, the compensation of the Company’s named executive officers (“Proposal 2”); and (iii) to ratify the appointment of RSM US LLP as the Company’s independent auditors for the fiscal year ending December 31, 2025 (“Proposal 3”). At the Annual Meeting, the stockholders of the Company elected the nominees of the Company’s Board of Directors (the “Board”), Michael K. Burke, Douglas R. Casella and Gary Sova, as Class I directors, and approved Proposal 2 and Proposal 3. At the Annual Meeting, the holders of shares of the Company’s Class A common stock and Class B common stock representing 70,155,454 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 I directors, each to serve for a term expiring at the 2028 Annual Meeting of Stockholders. | ||||
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Michael K. Burke | 41,637,228 | 26,775,806 | 1,742,420 | |||||||||||||||||
| Douglas R. Casella | 64,769,332 | 3,643,702 | 1,742,420 | |||||||||||||||||
| Gary Sova | 64,620,827 | 3,792,207 | 1,742,420 | |||||||||||||||||
The terms of the following directors continued after the Annual Meeting: Michael L. Battles, Joseph G. Doody, Emily Nagle Green, John W. Casella, William P. Hulligan and Rose Stuckey Kirk.
| Proposal 2: | An advisory “say-on-pay” vote on the compensation of the Company’s named executive officers was approved. | ||||
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||||||||||||||||
| 65,592,922 | 2,742,173 | 77,939 | 1,742,420 | |||||||||||||||||
| Proposal 3: | The appointment of RSM US LLP, an independent registered public accounting firm, as the Company’s independent auditors for the fiscal year ending December 31, 2025 was ratified. | ||||
| Votes For | Votes Against | Votes Abstaining | ||||||||||||
| 67,813,645 | 2,292,361 | 49,448 | ||||||||||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CASELLA WASTE SYSTEMS, INC. | |||||||||||||||||
| Date: June 6, 2025 | By: | /s/ Bradford J. Helgeson | |||||||||||||||
| Bradford J. Helgeson | |||||||||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||||||||
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