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

On January 15, 2021, the Board of Directors (the "Board") of US Ecology, Inc. (the "Company") adopted and approved Amendment No. 1 to the Amended and Restated Bylaws of the Company (the "Bylaws Amendment"). The Bylaws Amendment is briefly summarized below, which summary is qualified in its entirety by reference to the Bylaws Amendment filed as Exhibit 3.1 hereto and incorporated herein by reference:

· Size of the Board of Directors: The Bylaws Amendment increases the maximum size


   of the Board from nine directors to 12 directors.

· Advance Notice Provisions: The Bylaws Amendment establishes an advance notice


   procedure for stockholder proposals to be brought before an annual meeting of
   the Company's stockholders, including proposed nominations of persons for
   election to the Board. Stockholders at an annual meeting will only be able to
   consider proposals or nominations specified in the notice of meeting or brought
   before the meeting by or at the direction of the Board or by a stockholder who
   was a stockholder of record on the record date for the meeting, who is entitled
   to vote at the meeting and who has given the Company timely written notice to
   the corporate secretary in proper form and consistent with the notice
   requirements set forth in Article II, Section 2 and Article III, Section 12, as
   applicable, of the bylaws, as amended by the Bylaws Amendment. Such notice
   requirements include, but are not limited to, the stockholder nominee's name
   and address, the class and amount of stock beneficially owned by the
   stockholder nominee and disclosure of any material agreements or litigation
   between the Company and stockholder nominee.

Under the Company's bylaws, as amended by the Bylaws Amendment, the deadline for advance notice of business and nominates for annual meeting of stockholders is generally no earlier than 120 days and no later than 90 days before the first anniversary of the date of the prior year's annual meeting of stockholders. In addition, under the bylaws, as amended by the Bylaws Amendment, the deadline for advance notice of director nominations for a special meeting of stockholders where directors will be elected is no earlier than 120 days prior to such special meeting and no later than the later of 90 days prior to such special meeting and the tenth day after the date on which notice of such special meeting was first made or publicly disclosed

These requirements may preclude stockholders from bringing matters before the stockholders at an annual or special meeting.

· Forum Selection: The Bylaws Amendment adds a provision to the bylaws of the

Company that: (i) unless the Company consents in writing to the selection of an

alternative forum, the Court of Chancery of the State of Delaware (or, if such

court does not have subject matter jurisdiction thereof, the federal district

court of the State of Delaware) and any appellate court therefrom shall, to the

fullest extent permitted by law, be the sole and exclusive forum for: (a) any

derivative action or proceeding brought on behalf of the Company, (b) any

action asserting a claim for or based on a breach of a fiduciary duty owed by

any of the Company's current or former directors, officers, other employees,

agents or stockholders to the Company or the Company's stockholders, including

without limitation a claim alleging the aiding and abetting of such a breach of

fiduciary duty, (c) any action asserting a claim against the Company or any of

the Company's current or former directors, officers, employees, agents or

stockholders arising pursuant to any provision of the Delaware General

Corporation Law or the Company's certificate of incorporation or bylaws or as

to which the Delaware General Corporation Law confers jurisdiction on the Court

of Chancery of the State of Delaware, or (d) any action asserting a claim

related to or involving the Company that is governed by the internal affairs

doctrine; (ii) unless the Company consents in writing to the selection of an

alternative forum, the federal district courts of the United States will, to

the fullest extent permitted by law, be the sole and exclusive forum for the

resolution of any complaint asserting a cause of action arising under the

Securities Act of 1933, as amended, and the rules and regulations promulgated

thereunder; (iii) any person or entity purchasing or otherwise acquiring or

holding any interest in shares of capital stock of the Company will be deemed

to have notice of and consented to these provisions; and (iv) failure to

enforce the foregoing provisions would cause the Company irreparable harm, and

the Company will be entitled to equitable relief, including injunctive relief

and specific performance, to enforce the foregoing provisions.










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Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
Number  Description



3.1       Amendment No. 1 to Amended and Restated Bylaws of US Ecology, Inc.

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
































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