CLEAN HARBORS INC
For the period ended Dec 31, 2023. Filed Feb 21, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 21, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on February 21, 2024.
| CLEAN HARBORS, INC. | |||
| By: | /s/ MICHAEL L. BATTLES | By: | /s/ ERIC W. GERSTENBERG |
| Michael L. BattlesCo-Chief Executive Officer and Co-President | Eric W. GerstenbergCo-Chief Executive Officer and Co-President | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date |
|---|---|---|
| /s/ MICHAEL L. BATTLES | Co-Chief Executive Officer and Co-President | February 21, 2024 |
| Michael L. Battles | (Principal Executive Officer) | |
| /s/ ERIC W. GERSTENBERG | Co-Chief Executive Officer and Co-President | February 21, 2024 |
| Eric W. Gerstenberg | (Principal Executive Officer) | |
| /s/ ERIC J. DUGAS | Executive Vice President and Chief Financial Officer | February 21, 2024 |
| Eric J. Dugas | (Principal Financial and Accounting Officer) | |
| * | Founder, Executive Chairman and Chief Technology Officer | February 21, 2024 |
| Alan S. McKim | ||
| * | Director | February 21, 2024 |
| Edward G. Galante | ||
| * | Director | February 21, 2024 |
| Karyn Polito | ||
| * | Director | February 21, 2024 |
| John T. Preston | ||
| * | Director | February 21, 2024 |
| Alison Quirk | ||
| * | Director | February 21, 2024 |
| Marcy L. Reed | ||
| * | Director | February 21, 2024 |
| Andrea Robertson | ||
| * | Director | February 21, 2024 |
| Lauren C. States | ||
| * | Director | February 21, 2024 |
| Shelley Stewart, Jr. | ||
| * | Director | February 21, 2024 |
| John R. Welch | ||
| * | Director | February 21, 2024 |
| Robert Willett | ||
| *By: | /s/ MICHAEL L. BATTLES | *By: | /s/ ERIC W. GERSTENBERG |
|---|---|---|---|
| Michael L. BattlesAttorney-in-Fact | Eric W. GerstenbergAttorney-in-Fact |
EXHIBIT INDEX
| Item No. | Description | Location |
|---|---|---|
| 2.6 | Agreement and Plan of Merger dated as of October 26, 2012 among Safety-Kleen, Inc., Clean Harbors, Inc., and CH Merger Sub, Inc. | (1) |
| 2.7 | Stock Purchase Agreement by and among Clean Harbors, Inc., LJ Energy Services Holdings LLC, and LJ Energy Services Intermediate Holding Corp. dated August 3, 2021 | (2) |
| 3.1A | Restated Articles of Organization of Clean Harbors, Inc. | (3) |
| 3.1B | Articles of Amendment [as filed on May 9, 2011] to Restated Articles of Organization of Clean Harbors, Inc. | (4) |
| 3.4D | Amended and Restated By-Laws of Clean Harbors, Inc. | (5) |
| 3.4E | Description of rights of holders of Clean Harbors, Inc. common stock | (6) |
| 4.34 | Sixth Amended and Restated Credit Agreement dated as of October 28, 2020 among Clean Harbors, Inc., as the U.S. Borrower, Clean Harbors Industrial Services Canada, Inc., as the Canadian Borrower, Bank of America, N.A., as Administrative Agent, and the Lenders party thereto | (7) |
| 4.34.1 | First Amendment dated April 28, 2023 to Sixth Amended and Restated Credit Agreement dated as of October 28, 2020 among Clean Harbors, Inc., as the U.S. Borrower, Clean Harbors Industrial Services Canada, Inc., as the Canadian Borrower, Bank of America, N.A., as Administrative Agent and the Lenders party thereto | (8) |
| 4.34.2 | Sixth Amended and Restated Credit Agreement dated as of October 28, 2020, as amended through First Amendment thereto dated April 28, 2023, among Clean Harbors, Inc., as the U.S. Borrower, Clean Harbors Industrial Services Canada, Inc., as the Canadian Borrower, Bank of America, N.A., as Administrative Agent and the Lenders party thereto | (8) |
| 4.34B | Amended and Restated Security Agreement (Canadian Domiciled Loan Parties) dated as of November 1, 2016 among Clean Harbors Industrial Services Canada, Inc., as the Canadian Borrower and a Grantor, the subsidiaries of Clean Harbors, Inc. listed on Annex A thereto or that thereafter become a party thereto as Grantors, and Bank of America, N.A., as Agent | (9) |
| 4.34C | Amended and Restated Guarantee (U.S. Domiciled Loan Parties-U.S. Facility Obligations) dated as of November 1, 2016 executed by the U.S. Domiciled Subsidiaries of Clean Harbors, Inc. named therein in favor of Bank of America, N.A., as Agent for itself and the other U.S. Facility Secured Parties | (9) |
| 4.34D | Amended and Restated Guarantee (Canadian Domiciled Loan Parties-Canadian Facility Obligations) dated as of November 1, 2016 executed by the Canadian Domiciled Subsidiaries of Clean Harbors, Inc. named therein in favor of Bank of America, N.A., as Agent for itself and the other Canadian Facility Secured Parties | (9) |
| 4.34E | Amended and Restated Guarantee (U.S. Domiciled Loan Parties-Canadian Facility Obligations) dated as of November 1, 2016 executed by Clean Harbors, Inc. and the U.S. Domiciled Subsidiaries of Clean Harbors, Inc. named therein in favor of Bank of America, N.A., as Agent for itself and the other Canadian Facility Secured Parties | (9) |
| 4.34G | Second Amended and Restated Security Agreement (U.S. Domiciled Loan Parties) dated as of June 30, 2017, among Clean Harbors, Inc., as the U.S. Borrower and a Grantor, the subsidiaries of Clean Harbors, Inc. listed on Annex A thereto or that thereafter become a party thereto as Grantors, and Bank of America, N.A., as Agent | (10) |
| 4.34K | Amended and Restated Confirmation and Ratification of Ancillary Loan Documents dated as of October 28, 2020 among Clean Harbors, Inc., as the U.S. Borrower, Clean Harbors Industrial Services Canada, Inc., as the Canadian Borrower, the subsidiaries of Clean Harbors, Inc. listed on Annex A thereto or that thereafter become a party thereto as Grantors, and Bank of America, N.A., as Agent for its own benefit and the benefit of the other Lenders and Credit Parties | (7) |
| 4.43 | Credit Agreement dated as of June 30, 2017, among the Financial Institutions party thereto, as Lenders, Goldman Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent, Clean Harbors, Inc., as Borrower, and the Loan Guarantors from time to time party thereto | (10) |
| 4.43A | Security Agreement dated as of June 30, 2017, among Clean Harbors, Inc. and its subsidiaries listed on Annex A thereto or that become a party thereto as the Grantors, and Goldman Sachs Lending Partners LLC, as the Agent | (10) |
| 4.43B | First Amendment to Credit Agreement dated as of April 17, 2018, among the Financial Institutions party thereto, as Lenders, Goldman Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent, Clean Harbors, Inc., as Borrower, and the Loan Guarantors from time to time party thereto | (11) |
| 4.43C | Incremental Facility Amendment dated July 19, 2018, to Credit Agreement dated as of June 30, 2017, among the Financial Institutions party thereto, as Lenders, Goldman Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent, Clean Harbors, Inc., as Borrower, and the Loan Guarantors from time to time party thereto | (12) | ||
| 4.43D | Incremental Facility Amendment No. 2 to Credit Agreement, dated as of October 8, 2021, to Credit Agreement dated as of June 30, 2017, as previously amended, among Clean Harbors, Inc., as the Borrower, each of the entities listed as an Incremental Lender on the signature pages thereto, Goldman Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent, and the other Loan Parties as of the date thereof | (13) | ||
| 4.43E | Amendment No. 3 to Credit Agreement, dated June 3, 2023, among Clean Harbors, Inc., as Borrower, and Goldman Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent, to that certain Credit Agreement dated as of June 30, 2017, as previously amended, among the Financial Institutions party thereto, as Lenders, Goldman Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent, Clean Harbors, Inc., as Borrower, and the Loan Guarantors from time to time party thereto | (14) | ||
| 4.43F | Amendment No. 4 to Credit Agreement dated as of December 27, 2023, among the Financial Institutions party thereto, as Lenders, Goldman Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent, Clean Harbors, Inc. as Borrower, and the Loan Guarantors from time to time party thereto. | (15) | ||
| 4.44 | Intercreditor Agreement dated as of June 30, 2017, among Clean Harbors, Inc., and the subsidiaries of Clean Harbors, Inc. listed on the signature pages thereto (together with any subsidiary that becomes a party thereto after the date thereof), Bank of America, N.A., as the Initial ABL Agent, and Goldman Sachs Lending Partners LLC, as agent under the Term Loan Agreement | (10) | ||
| 4.45 | Indenture dated as of July 2, 2019, among Clean Harbors, Inc., as Issuer, the subsidiaries of Clean Harbors, Inc. named therein as Guarantors, and U.S. Bank National Association, as Trustee | (16) | ||
| 4.46 | Indenture dated as of January 24, 2023, among Clean Harbors, Inc., the subsidiaries of Clean Harbors, Inc. named therein as Guarantors, and U.S. Bank Trust Company, National Association, as Trustee | (17) | ||
| 10.43* | Key Employee Retention Plan | (18) | ||
| 10.43A* | Form of Severance Agreement under Key Employee Retention Plan with Confidentiality and Non-Competition Agreement | (19) | ||
| 10.52D* | Clean Harbors, Inc. Amended and Restated Management Incentive Plan | (20) | ||
| 10.58* | Clean Harbors, Inc. 2020 Stock Incentive Plan | (21) | ||
| 10.58A* | Form of Restricted Stock Award Agreement [Non-Employee Director] [for use under 2020 Stock Incentive Plan] | (22) | ||
| 10.58B* | Form of Restricted Stock Award Agreement [Employee] [for use under Clean Harbors, Inc. 2020 Stock Incentive Plan] | (22) | ||
| 10.58C* | Form of Performance-Based Restricted Stock Award Agreement [for use under Clean Harbors, Inc. 2020 Stock Incentive Plan] | (22) | ||
| 10.59* | Michael Battles accepted offer letter dated November 1, 2022 | (23) | ||
| 10.60* | Severance Agreement dated as of November 1, 2022 between Michael Battles and the Company | (23) | ||
| 10.61* | Eric Gerstenberg accepted offer letter dated November 1, 2022 | (23) | ||
| 10.62* | Severance Agreement dated as of November 1, 2022 between Eric Gerstenberg and the Company | (23) | ||
| 10.63* | Alan McKim accepted offer letter dated November 1, 2022 | (23) | ||
| 10.64* | Eric J. Dugas accepted offer letter dated February 24, 2023 | (24) | ||
| 10.65* | Brian Weber accepted offer letter dated February 24, 2023 | (24) | ||
| 19 | Insider Trading Policy | Filed herewith | ||
| 21 | Subsidiaries | Filed herewith | ||
| 23 | Consent of Independent Registered Public Accounting Firm | Filed herewith | ||
| 24 | Power of Attorney | Filed herewith | ||
| 31.1 | Rule 13a-14a/15d-14(a) Certification of the Co-CEO Michael L. Battles | Filed herewith | ||
| 31.2 | Rule 13a-14a/15d-14(a) Certification of the Co-CEO Eric W. Gerstenberg | Filed herewith | ||
| 31.3 | Rule 13a-14a/15d-14(a) Certification of the CFO Eric J. Dugas | Filed herewith | ||
| 32 | Section 1350 Certifications | Filed herewith |
| 97 | Clawback Policy | Filed herewith |
|---|---|---|
| 101 | The following materials from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Stockholders' Equity and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text | (25) |
| 104 | Cover page from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, formatted in iXBRL and contained in Exhibit 101. |
- A “management contract or compensatory plan or arrangement” filed as an exhibit to this report pursuant to Item 15(a)(3) of Form 10-K.
(1) Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on October 31, 2012.
(2) Incorporated by reference to the similarly numbered exhibit to the Company’s Form 8-K Report filed on August 4, 2021.
(3) Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on May 19, 2005.
(4) Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on May 12, 2011.
(5) Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on March 16, 2022.
(6) Incorporated by reference to prospectus supplement dated November 28, 2012 filed on November 28, 2012 under the Company’s Registration Statement on Form S-3 (File No. 333-185141).
(7) Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on October 30, 2020.
(8) Incorporated by reference to the similarly numbered exhibit to the Company’s Form 10-Q Quarterly Report for the Quarterly Period ended March 31, 2023.
(9) Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on November 2, 2016.
(10) Incorporated by reference to the similarly numbered exhibit to the Company’s Form 8-K Report filed on June 30, 2017.
(11) Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on April 17, 2018.
(12) Incorporated by reference to the similarly numbered exhibit to the Company's Report on Form 8-K filed on July 20, 2018.
(13) Incorporated by reference to the similarly numbered exhibit to the Company’s Form 8-K Report filed on October 12, 2021.
(14) Incorporated by reference to the similarly numbered exhibit to the Company’s Form 10-Q Quarterly Report for the Quarterly Period ended June 30, 2023.
(15) Incorporated by reference to the similarly numbered exhibit to the Company’s Form 8-K Report filed on December 28, 2023.
(16) Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on July 3, 2019.
(17) Incorporated by reference to the similarly numbered exhibit to the Company’s Form 8-K Report filed on January 25, 2023.
(18) Incorporated by reference to the similarly numbered exhibit to the Company's Form 10-Q Quarterly Report for the quarterly period ended March 31, 1999.
(19) Incorporated by reference to the similarly numbered exhibit to the Company's Form 10-K Annual Report for the Year ended December 31, 2010.
(20) Incorporated by reference to Appendix A to the Company’s definitive proxy statement for its 2021 annual meeting of shareholders filed on April 23, 2021.
(21) Incorporated by reference to Appendix A to the Company’s definitive proxy statement for its 2020 annual meeting of shareholders filed on April 24, 2020.
(22) Incorporated by reference to the similarly numbered exhibit to the Company’s Form 8-K Report filed on June 3, 2020.
(23) Incorporated by reference to the similarly numbered exhibit to the Company’s Form 8-K Report filed on November 2, 2022.
(24) Incorporated by reference to the similarly numbered exhibit to the Company’s Form 8-K Report filed on March 1, 2023.
(25) These interactive data files are furnished herewith and deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.