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COVANTA HOLDING CORP FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. At the Annual Meeting of Stockholders (the "Annual Meeting") of Covanta Holding Corporation (the "Company") held on May 8, 2014 (the "Effective Date"), the Company's stockholders approved the Covanta Holding Corporation 2014 Equity Award Plan (the "Plan"). The Plan had been previously adopted by the Company's Board of Directors, subject to stockholder approval. The Plan provides for incentive compensation to non-employee directors, officers and employees of the Company, including the executive officers of the Company, and consolidates into a single plan two previously existing equity compensation plans: the Company's Equity Award Plan for Employees and Officers (the "Former Employee Plan") and the Company's Equity Award Plan for Directors (the "Former Director Plan," and together with the Former Employee Plan, the "Former Plans"). As of the Effective Date of the Plan, no further grants may be made under the Former Plans and shares that were available for issuance under the Former Plans and any awards under the Former Plans or the Plan that expire or are terminated for any reason without having been exercised in full, or are forfeited or settled in cash, will be available for issuance (in addition to the newly authorized shares) under the Plan. A summary description of the Plan is set forth under the section entitled "Proposal No. 3 Approval of the Equity Award Plan for Employees, Officers and Directors" contained in the Company's Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission ("SEC") on March 24, 2014, and is incorporated by reference herein. On the effective date, a total of 7,016,404 shares became available for delivery under Plan, including (a) 6,000,000 new shares of Common Stock authorized for issuance under the Plan, (b) 921,182 shares of Common Stock that were available for issuance under the Former Employee Plan, and (c) 95,222 shares of Common Stock that were available for issuance under the Former Director Plan. The foregoing summary is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.1 and incorporated by reference herein. Item 5.07. Submission of Matters to a Vote of Security Holders. At the Annual Meeting on May 8, 2014, the Company's stockholders voted on the following proposals: 1. To elect ten directors to serve a one-year term that will expire at the next Annual Meeting of Stockholders. Each director was elected with the votes cast as follows: Directors For Withheld Broker Non-Votes David M. Barse 85,317,978 4,749,735 19,318,341 Ronald J. Broglio 88,551,890 1,515,631 19,318,533 Peter C.B. Bynoe 63,251,332 26,812,131 19,322,591 Linda J. Fisher 88,520,178 1,547,535 19,318,341 Joseph M. Holsten 86,420,539 3,647,174 19,318,341 Anthony J. Orlando 86,119,411 3,948,302 19,318,341 William C. Pate 85,288,623 4,779,090 19,318,341 Robert S. Silberman 86,271,781 3,795,932 19,318,341 Jean Smith 85,589,240 4,478,473 19,318,341 Samuel Zell 83,708,050 6,359,663 19,318,341 2. To ratify the appointment of Ernst & Young LLP as our independent registered public accountants for the 2014 fiscal year. Votes For Votes Against Abstentions Broker Non-Votes 108,791,917 556,022 38,114 - 3. To approve the Covanta Holding Corporation 2014 Equity Award Plan. Votes For Votes Against Abstentions Broker Non-Votes 85,191,855 4,710,441 165,410 19,318,348 -------------------------------------------------------------------------------- 4. Advisory vote to approve the compensation of Covanta Holding Corporation's named executive officers as disclosed in the proxy statement. Votes For Votes Against Abstentions Broker Non-Votes 84,681,627 4,124,853 1,261,224 19,318,350 Item 9.01. Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired-Not Applicable. (b) Pro Forma Financial Information-Not Applicable. (c) Shell Company Transactions-Not Applicable. (d) Exhibits Exhibit No. Exhibit 10.1 Covanta Holding Corporation 2014 Equity Award Plan -------------------------------------------------------------------------------- |