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

On March 16, 2022, the Board of Directors (the "Board") of Clean Harbors, Inc. (the "Company") amended and restated the Company's By-Laws to delete former Article VIII thereof. That Article (the "Exclusive Forum By-Law") had been added by the Board on April 1, 2021 in order to provide that, with certain exceptions, (i) the courts of the Commonwealth of Massachusetts and any federal district court located within the Commonwealth of Massachusetts (collectively, "Massachusetts Courts") would be the exclusive forum for certain types of legal actions arising under Massachusetts law and (ii) the federal district courts of the United States ("Federal Courts") would be the exclusive forum for legal actions arising under federal securities laws including, in particular, the Federal Securities Act of 1933, as amended, and the Federal Securities Exchange Act of 1934, as amended.

While shareholder approval of the Exclusive Forum Amendment was not legally required, the Board determined in 2021 to seek shareholder ratification, on an advisory basis, of the Exclusive Forum By-Law at the Company's 2021 annual meeting of shareholders (the "2021 Annual Meeting"). At the 2021 Annual Meeting, the holders of a majority of the shares represented and voted on that proposal did not ratify the Exclusive Forum By-Law. Although the Board continues to believe that the Exclusive Forum Amendment would be beneficial to the Company's shareholders, the Board decided, in light of that vote by the shareholders at the 2021 Annual Meeting, not to submit any related proposal at the 2022 annual meeting, but rather to further amend and restate the Company's By-Laws to delete the Exclusive Forum By-Law. Accordingly, the proper forum for any future actions which would have been subject to the Exclusive Forum By-law will be governed exclusively by relevant provisions of Massachusetts and federal laws.

As a result of the deletion of the Exclusive Forum Amendment, previous Article IX ("Miscellaneous Provisions") of the Company's By-Laws was renumbered as Article VIII.

The preceding summary is qualified in its entirety by reference to the Amended and Restated By-Laws, which are attached hereto as Exhibit 3.4D and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being furnished herewith:



3.4D     Amended and Restated By-Laws of Clean Harbors, Inc.

104    Cover Page Interactive Data File (embedded within Inline XBRL document)


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