Current Report Filing (8-k)
26 August 2020 - 7:06AM
Edgar (US Regulatory)
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0001585790
2020-08-25
2020-08-25
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act
of 1934
Date of Report: August 25, 2020
(Date of earliest event reported)
Advanced Disposal Services, Inc.
(Exact Name of Issuer as Specified
in Charter)
delaware
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001-37904
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90-0875845
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(State or Other Jurisdiction
of Incorporation or Organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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90 Fort Wade Road
Ponte Vedra, Florida 32081
(Address of Principal Executive
Offices)
(904) 737-7900
(Registrant’s Telephone
Number, Including Area Code)
Check the appropriate box below if the
form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):
Emerging growth company o
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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ADSW
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New York Stock Exchange
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On August 25, 2020,
Advanced Disposal Services, Inc. (the “Company” or “Advanced Disposal”) held a special meeting
of its stockholders (the “Special Meeting”) to vote on the proposals described in the Company’s definitive
proxy statement (the “Proxy Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”)
on July 24, 2020. As disclosed in the Proxy Statement, as of the close of business on July 23, 2020, the record date for the Special
Meeting, there were 90,758,187 shares of Advanced Disposal’s common stock outstanding and entitled to vote at the Special
Meeting. A total of 69,257,360 shares
of Advanced Disposal’s common stock, representing approximately 76.30%
of the shares outstanding and entitled to vote and constituting a quorum, were represented in person or by valid proxies at the
Special Meeting. The final voting results for each of the proposals submitted to a vote of stockholders at the Special Meeting
are as follows:
Proposal 1:
Advanced Disposal’s stockholders approved the proposal to adopt the Agreement and Plan of Merger,
dated as of April 14, 2019, as amended by Amendment No. 1 thereto, dated as of June
24, 2020, as may be further amended from time to time, (the “Amended Merger Agreement”), by and among Advanced
Disposal, Waste Management, Inc. (“Waste Management”), and Everglades Merger Sub Inc., pursuant to which Everglades
Merger Sub Inc. will merge (the “Merger”) with and into Advanced Disposal, and Advanced Disposal will continue
as the surviving company and an indirect, wholly-owned subsidiary of Waste Management. Proposal 1 was approved by the votes
set forth in the table below:
For
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Against
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Abstained
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67,303,849
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13,324
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1,940,187
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Proposal 2: Advanced Disposal’s stockholders approved the proposal to approve,
on a non-binding advisory basis, specified compensation that may be paid or become payable to Advanced
Disposal’s named executive officers in connection with the Merger and contemplated by the Amended Merger Agreement. Proposal
2 was approved by the votes set forth in the table below:
For
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Against
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Abstained
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61,050,005
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6,253,996
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1,953,359
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Proposal 3: In connection with the Special Meeting, Advanced Disposal also solicited proxies with respect to a proposal
to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there
are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Amended Merger Agreement. Because
there were sufficient votes represented at the time of the Special Meeting to approve the proposal to adopt the Amended Merger
Agreement, the proposal to approve one or more adjournments of the Special Meeting was moot and was not presented for approval
by the Advanced Disposal’s stockholders at the Special Meeting.
Item
8.01 Other Events.
On
August 25, 2020, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release
is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Forward-Looking Statements
This communication contains “forward-looking
statements” within the meaning of the U.S. federal securities laws. Such statements include statements concerning anticipated
future events and expectations that are not historical facts. All statements other than statements of historical fact are statements
that could be deemed forward-looking statements. Forward-looking statements are typically identified by words such as “believe,”
“expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,”
“positions,” “plan,” “predict,” “project,” “forecast,” “guidance,”
“goal,” “objective,” “prospects,” “possible” or “potential,” by future
conditional verbs such as “assume,” “will,” “would,” “should,” “could”
or “may,” or by variations of such words or by similar expressions or the negative thereof. Actual results may vary
materially from those expressed or implied by forward-looking statements based on a number of factors, including, without limitation:
(1) risks related to the consummation of the Merger, including the risks that (a) the Merger may not be consummated within the
anticipated time period, or at all, (b) the parties may fail to secure the termination or expiration of any waiting period applicable
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (c) other conditions to the consummation of the
Merger under the Amended Merger Agreement may not be satisfied; (2) the effects that any termination of the Amended Merger Agreement
may have on the Company or its business, including the risks that (a) the Company’s stock price may decline significantly
if the Merger is not completed, (b) the Amended Merger Agreement may be terminated in circumstances requiring the Company to pay
Waste Management a termination fee, or (c) the circumstances of the termination, including the possible imposition of a 12-month
tail period during which the termination fee could be payable upon certain subsequent transactions, may have a chilling effect
on alternatives to the Merger; (3) the effects that the announcement or pendency of the Merger may have on the Company and its
business, including the risks that as a result (a) the Company’s business, operating results or stock price may suffer, (b)
the Company’s current plans and operations may be disrupted, (c) the Company’s ability to retain or recruit key employees
may be adversely affected, (d) the Company’s business relationships (including, customers and suppliers) may be adversely
affected, or (e) the Company’s management’s or employees’ attention may be diverted from other important matters;
(4) the effect of limitations that the Amended Merger Agreement places on the Company’s ability to operate its business,
return capital to stockholders or engage in alternative transactions; (5) the nature, cost and outcome of pending and future litigation
and other legal proceedings, including any such proceedings related to the Merger and instituted against the Company and others;
(6) the risk that the Merger and related transactions may involve unexpected costs, liabilities or delays; (7) other economic,
business, competitive, legal, regulatory, and/or tax factors, including the scope and duration of the COVID-19 (coronavirus) pandemic
and actions taken by governmental authorities in response thereto and the significant market disruption caused by the COVID-19
(coronavirus) pandemic and its impact on the businesses, operations and financial conditions of the Company and Waste Management;
and (8) other factors described under the heading “Risk Factors” in Part I, Item 1A of the Company’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2019 and the Company’s Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2020 as updated or supplemented by subsequent reports that the Company has filed or files with the U.S. Securities
and Exchange Commission. Potential investors, stockholders and other readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date on which they are made. The Company does not assume any obligation
to publicly update any forward-looking statement after it is made, whether as a result of new information, future events or otherwise,
except as required by law.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ADVANCED DISPOSAL SERVICES, INC.
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Date: August 25, 2020
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By:
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/s/ Jeffrey C. Everett
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Jeffrey C. Everett
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Vice President, Associate General Counsel
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