UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 5, 2011
COVANTA HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-6732 | 95-6021257 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 445 South Street, Morristown, New Jersey |
07960 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (862) 345-5000
| (Former name or former address if changed since last report.) |
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) amends a Current Report on Form 8-K, filed May 10, 2011 (the “Original Filing”), in which Covanta Holding Corporation (the “Company”) reported voting results for its Annual Meeting of Stockholders held on May 5, 2011 (the “2011 Annual Meeting”), including the voting results for both the Company’s non-binding stockholder advisory vote on the compensation of its named executive officers (the “Say-on-Pay Vote”) and the Company’s non-binding stockholder advisory vote regarding the frequency of future Say-on-Pay Votes (the “Frequency Vote”). Except as set forth below, this Amendment does not modify or update any other disclosure contained in the Original Filing.
Item 5.07. Submission of Matters to a Vote of Security Holders.
As previously reported in the Original Filing, more than a majority of shares voting at the 2011 Annual Meeting voted, on a non-binding advisory basis, in favor of a frequency of every three years for future Say-on-Pay Votes as was recommended by the Company’s Board of Directors.
On September 21, 2011, in light of such vote, the Company determined that it currently intends to include a Say-on-Pay Vote at annual meetings of stockholders every three years until the next required Frequency Vote.
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.
| COVANTA HOLDING CORPORATION | ||||
Date: September 22, 2011
|
By: | /s/ Timothy J. Simpson | ||
| Name: | Timothy J. Simpson | |||
| Title: | Executive Vice President, General Counsel and Secretary | |||