Charah Solutions Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

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): July 12, 2023

CHARAH SOLUTIONS, INC.

 (Exact name of registrant as specified in its charter)

 

Registrant’s telephone number, including area code: (502) 245-1353

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Securities registered pursuant to Section 12(b) of the Act:

 

*On April 3, 2023, Charah Solutions, Inc. common stock and 8.50% Senior Notes due 2026 were suspended from trading on the New York Stock Exchange. On April 4, 2023, Charah Solutions, Inc. common stock and 8.50% Senior Notes due 2026 began trading on the OTC Markets operated by the OTC Markets Group, Inc., under the trading symbols CHRA and CHRB, respectively.

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Charah Solutions, Inc. (the “Company”) held its special meeting of stockholders on July 12, 2023 to consider the matters relating to the proposed acquisition of the Company by Acquisition Parent 0423 Inc., as more fully described in the Company's definitive proxy statement filed with the SEC on June 12, 2023. At the special meeting, stockholders of record as of June 7,2023 (the "Record Date") of the Company's common stock ("Company Common Stock") and the Company's Series A Preferred Stock and Series B Preferred Stock (collectively, the "Preferred Stock", and together with the Company Common Stock, the "Company Capital Stock"), present in person or represented by proxy, voted on the proposals described below, voting as a single class and with the Preferred Stock voting on an as-converted basis.

At the beginning of the special meeting, approximately 83.14% of the total outstanding voting power of the Company Capital Stock entitled to vote at the special meeting was represented at the meeting in person or by proxy, constituting a quorum. Set forth below are the voting results for these proposals.

The adjournment proposal was rendered moot in light of the approval of Proposal 1.

SIGNATURES

 

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.

	CHARAH SOLUTIONS, INC.
Date: July 12, 2023	By:	/s/ Jonathan Batarseh
	Name:	Jonathan Batarseh
	Title:	President & Chief Executive Officer

---