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 of Clean
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 on June 2, 2021, which will by its terms
become effective on January 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 the
Securities and Exchange Commission on April 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 on Wednesday, 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 of Deloitte & 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                                               Description
                                Clean 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 the Securities and Exchange Commission on
                              April 23, 2021)
          104                 Cover Page Interactive Data File (embedded with Inline XBRL document)


                                       2

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses