Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.
Approval of Amended and Restated Management Incentive Plan
As described more fully in Item 5.07 of this report, the shareholders ofClean Harbors, Inc. (the "Company") approved the Company's Amended and Restated Management Incentive Plan (the "Amended and Restated MIP") at the Company's annual meeting of shareholders held onJune 2, 2021 , which will by its terms become effective onJanuary 1, 2022 . The purposes of the Amended and Restated MIP are to provide a strong incentive each year for performance of the Company's chief executive officer, other executive officers and other senior managers of the Company and its subsidiaries by authorizing the Compensation Committee of the Company's Board of Directors to award potential cash bonuses to such participants each year based upon objective measures of corporate performance or satisfaction of certain other objective personal goals predetermined for each participant. The Amended and Restated MIP does not provide for awards of any form of stock or other equity. A copy of the Amended and Restated MIP is attached as Appendix A to the Company's proxy statement for the 2021 Annual Meeting, as filed with theSecurities and Exchange Commission onApril 23, 2021 (the "2021 Proxy Statement"), and is further described in the 2021 Proxy Statement under the heading "Amendment and Restatement of the Company's Management Incentive Plan" commencing on page 41. That copy of the Amended and Restated MIP and such description are incorporated herein by reference. Item 5.07. Submission of Matters to a Vote of Security Holders. The Company held its annual meeting of shareholders onWednesday, June 2, 2021 , at which the following matters were submitted to a vote of the shareholders. Each of the matters was described in the Company's 2021 Proxy Statement. The votes as to each such matter were as follows:
(1) Votes regarding the election of the persons named below as Class II directors for a term expiring in 2024:
For Withheld Broker Non-Votes Alan S. McKim 45,496,868 2,756,279 1,207,346 John T. Preston 41,535,688 6,717,459 1,207,346
(2) Advisory vote on executive compensation.
For Against Abstain Broker Non-Votes 45,113,687 3,038,974 100,486 1,207,346 (3) Vote to approve the Company's Amended and Restated Management Incentive Plan. For Against Abstain Broker Non-Votes 46,765,173 1,444,811 43,163 1,207,346 (4) Vote to ratify the selection by the Audit Committee of the Company's Board of Directors ofDeloitte & Touche LLP as the Company's independent registered public accounting firm for the current fiscal year. For Against Abstain Broker Non-Votes 49,122,070 298,294 40,129 0 (5) Advisory vote on ratification of Exclusive Forum By-Law. For Against Abstain Broker Non-Votes 19,530,888 28,670,754 51,505 1,207,346 1 --------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number DescriptionClean Harbors, Inc. Amended and Restated Management Incentive Plan 10.59 (incorporated by reference to Appendix A to
the Company's 2021 definitive
proxy statement, filed with theSecurities and Exchange Commission onApril 23, 2021 ) 104 Cover Page Interactive Data File (embedded with Inline XBRL document) 2
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