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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 (see General Instruction A.2. below):

☐     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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, $0.01 par value per share

CWST

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

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 ☐

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. ☐

At the 2024 Annual Meeting of Stockholders of Casella Waste Systems, Inc. (the “Company”) held on June 6, 2024 (the “Annual Meeting”), the Company’s stockholders approved the amendment and restatement of the 2016 Incentive Plan (the “2016 Plan” and, as amended and restated, the “Amended and Restated 2016 Plan”), which had previously been adopted by the Company’s Board of Directors (the “Board”) subject to stockholder approval.

The description of the Amended and Restated 2016 Plan contained on pages 84 to 96 of the Company's definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission (the "SEC") on April 19, 2024 (the “Proxy Statement”), is incorporated herein by reference. A complete copy of the Amended and Restated 2016 Plan is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

At the Annual Meeting, the Company’s stockholders voted on the following matters, which are described in detail in the Proxy Statement: (i) to elect three Class III directors, each to serve a term expiring at the 2027 Annual Meeting of Stockholders (“Proposal 1”); (ii) to approve the amendment and restatement of the 2016 Plan (“Proposal 2”); (iii) to approve, in an advisory “say-on-pay” vote, the compensation of the Company’s named executive officers (“Proposal 3”); and (iv) to ratify the appointment of RSM US LLP as the Company’s independent auditors for the fiscal year ending December 31, 2024 (“Proposal 4”). At the Annual Meeting, the stockholders of the Company elected the nominees of the Board, John W. Casella, William P. Hulligan and Rose Stuckey Kirk, as Class III directors and approved Proposal 2, Proposal 3 and Proposal 4. At the Annual Meeting, the holders of shares of the Company’s Class A common stock and Class B common stock representing 64,866,723 votes were represented in person or by proxy, constituting a quorum.

Set forth below are the final voting totals for the proposals acted upon at the Annual Meeting:

Proposal 1:			The following nominees were elected to the Board as Class III directors, each to serve for a term expiring at the 2027 Annual Meeting of Stockholders.

The terms of the following directors continued after the Annual Meeting: Michael K. Burke, Douglas R. Casella, Gary Sova, Michael L. Battles, Joseph G. Doody and Emily Nagle Green.

(d) Exhibits.

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.

 

CASELLA WASTE SYSTEMS, INC.

Date: June 10, 2024

By:

/s/ Bradford J. Helgeson

Bradford J. Helgeson

Executive Vice President and Chief Financial Officer