Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.





On December 12, 2019, the Board of Directors (the "Board") of Covanta Holding
Corporation (the "Company") approved the amendment and restatement of the
Company's Bylaws to reflect certain updates and modernize the Bylaws. The
amended and restated Bylaws were effective upon adoption by the Board.
The amendments include the following:
•      Throughout the Bylaws, updates have been made to permit electronic
       transmission of certain notices and other documents and to permit meetings
       of stockholders solely by remote communication as provided by amendments
       to the Delaware General Corporation Law (the "DGCL").


•      Amendment of the director election provisions to codify a majority voting
       with director resignation policy in non-contested elections.

• Codification of role of lead independent director.




•      Revision of amendment of Bylaws provision to permit Bylaws to be amended
       by stockholders with a majority vote rather than the prior 2/3 stockholder
       vote requirement.


•      A more detailed stockholder advance notice section for stockholder
       proposals, which includes updates for amendments to the DGCL and
       additional specified procedural requirements.


•      A more detailed stockholder notice section for stockholder nominations for
       Board members, which includes additional specified procedural requirements
       and updates to reflect amendments to the DGCL.


•      Clarification that the chairman of the meeting of stockholders has the
       sole power to adjourn meeting when there is not a quorum.


•      Update of rules regarding submission and use of proxies to reflect
       amendments to the DGCL.


•      Update of consent of stockholders in lieu of meeting provisions to reflect
       amendments to the DGCL, including separation of record dates for notice of
       meeting and voting, and to provide for ministerial review of consents of
       stockholders in lieu of a meeting.


•      Update of provision regarding access to list of stockholders entitled to
       vote to reflect amendments to DGCL.


•      Update of the existing special director nomination right provisions to
       provide additional details and procedures consistent with current proxy
       access rules.


•      Clarification that special meetings of stockholders may be called only by
       the Chairman of the Board, the Chief Executive Officer, the President or
       the Board and cannot be called by stockholders.


•      Update of procedures regarding holding of regular and special meetings of
       the Board and any committee thereof.


•      Clarification of authority to determine and pay reasonable fees and
       reimburse expenses for serving as directors.


•      Adding additional specifications and procedures to the provisions
       regarding Company officers consistent with Company practice and the DGCL.


•      Revision of the provisions regarding Company stock to allow the Board to
       issue uncertificated shares.


•      Update of record date provision in accordance with the DGCL to permit dual
       record dates.

• Update of notice of meeting provisions to reflect amendments to the DGCL.




•      Modification of the Company's "exclusive forum" provision to clarify and
       confirm the scope of the provision.


•      Expansion of indemnification provisions to specify in detail the rights to
       indemnification and applicable procedures under the DGCL.

The Bylaws were also amended and restated to make certain other clarifications and technical or non-substantive changes. The foregoing description is qualified in its entirety by reference to the Bylaws filed as Exhibit 3.1 to this Report on Form 8-K. Item 9.01 Financial Statements and Exhibits.





(c) Exhibits

Exhibit No. Exhibit



  3.1         Amended and Restated Bylaws of Covanta Holding Corporation, As
            amended through December 12, 2019

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