ITEM 5.07 Submission of Matters to a Vote of Security Holders On May, 4, 2022, Heritage-Crystal Clean, Inc. (the "Company") held its 2022 Annual Meeting of Shareholders (the "Annual Meeting"), pursuant to notice duly given. The proposal to ratify the appointment of Grant Thornton LLP was a routine matter and, therefore, there were no broker non-votes relating to that matter. The results of the voting for each of these proposals were as follows:

1. Election of Class I Directors.


                                                                               Broker
Election of Class I Directors             For              Withheld           Non-Votes
Brian Recatto                         17,616,696         4,368,371          1,210,641
Charles E. Schalliol                   9,994,571        11,990,496          1,210,641

Each director nominee was duly elected to serve until the Annual Meeting of Stockholders in 2025 or until the director's successor has been duly elected and qualified, or until the earlier of the director's death, resignation, or retirement.

2. To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.



     For            Against        Abstain
  23,173,656        14,316          7,736

Shareholders ratified the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for fiscal year ending December 31, 2022.



3. Approval on an advisory basis of the named executive officer compensation for
fiscal 2021.
     For            Against         Abstain        Broker Non-votes
  10,164,314       10,798,829      1,021,924          1,210,641

Shareholders did not approve named executive officer compensation for the fiscal year ending January 1, 2022.

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