Item 5.07 Submission of Matters to a Vote of Security Holders
On October 12, 2021, Covanta Holding Corporation (the "Company") held a special
meeting of its stockholders (the "Special Meeting") to consider certain
proposals, as described in the Company's definitive proxy statement filed with
the Securities and Exchange Commission on September 2, 2021, related to the
agreement and plan of merger, dated as of July 14, 2021 (the "Merger
Agreement"), by and among the Company, Covert Intermediate, Inc., a Delaware
corporation and an affiliate of EQT Infrastructure ("Parent"), and Covert
Mergeco, Inc., a Delaware corporation and wholly owned subsidiary of Parent
("Merger Sub"), pursuant to which, among other things, Merger Sub will be merged
with and into the Company (the "Merger"), with the Company surviving the Merger
as a wholly owned subsidiary of Parent. As of the close of business on
August 31, 2021, the record date for the Special Meeting, there were 133,009,182
shares of the Company's common stock issued and outstanding. A total of
95,105,333 shares of the Company's common stock were present at the Special
Meeting, virtually or by proxy, representing approximately 71.50% of the
Company's issued and outstanding common stock, which constituted a quorum to
conduct business at the Special Meeting.
Holders of the Company's common stock considered, and holders of a majority of
the issued and outstanding shares of the Company's common stock entitled to vote
on such matter approved, a proposal to adopt the Merger Agreement. Holders of
the Company's common stock considered, and holders of a majority of the shares
of the Company's common stock present virtually or represented by proxy at the
Special Meeting and entitled to vote on such matter did not approve, a
non-binding, advisory proposal on certain compensation that will be paid or
become payable to the Company's named executive officers that is based on or
otherwise relates to the Merger.
The final voting results are set forth below:
1. Proposal 1: Adoption of the Merger Agreement:
For Against Abstain
92,719,309 2,134,049 251,975
2. Proposal 2: Non-Binding Compensation Advisory Proposal:
For Against Abstain
38,465,562 54,657,669 1,982,102
Because there were sufficient votes at the Special Meeting to approve the
proposal to adopt the Merger Agreement, the proposal to approve an adjournment
of the Special Meeting to a later time or date if necessary, including to
solicit additional proxies in favor of the proposal to adopt the Merger
Agreement if there are insufficient votes at the time of the Special Meeting to
adopt the Merger Agreement, was rendered moot.
FORWARD-LOOKING STATEMENTS
Certain statements in this disclosure may constitute "forward-looking"
statements as defined in Section 27A of the Securities Act of 1933 (the
"Securities Act"), Section 21E of the Securities Exchange Act of 1934 (the
"Exchange Act"), the Private Securities Litigation Reform Act of 1995 (the
"PSLRA") or in releases made by the Securities and Exchange Commission ("SEC"),
all as may be amended from time to time. Forward-looking statements are those
that address activities, events or developments that we or our management
intend, expect, project, believe or anticipate will or may occur in the future.
They are based on management's assumptions and assessments in light of past
experience and trends, current economic and industry conditions, expected future
developments and other relevant factors. They are not guarantees of future
performance or actual results. Developments and business decisions may differ
from those envisaged by our forward-looking statements. Forward-looking
statements, including, without limitation, statements with respect to the
consummation of the proposed merger, involve known and unknown risks,
uncertainties and other important factors that could cause the actual results,
performance or achievements of the Company, its subsidiaries and joint ventures
or industry results, to differ materially from any future results, performance
or achievements expressed or implied by such forward-looking statements, in
particular, the proposed merger depends on the satisfaction of the closing
conditions to the proposed merger, and there can be no assurance as to whether
or when the proposed merger will be consummated. For additional information see
the Cautionary Note Regarding Forward-Looking Statements in the Company's 2020
Annual Report on Form 10-K as well as Risk Factors in the Company's most recent
Quarterly Report on Form 10-Q for the period ended June 30, 2021.
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Item 8.01 Other Events
On October 12, 2021, the Company issued a press release announcing the results
of the Special Meeting. The press release is furnished as Exhibit 99.1 to this
report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description of Exhibits
99.1 Press Release, dated as of October 12, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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