- Current report filing (8-K)
October 19 2009 - 3:02PM
Edgar (US Regulatory)
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 (Date of earliest event reported):
October 13, 2009
Casella Waste Systems, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
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000-23211
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03-0338873
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(State or Other
Jurisdiction
of Incorporation
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(Commission
File Number)
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(IRS Employer
Identification
No.)
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25 Greens Hill Lane
Rutland, Vermont
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05701
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(Address of
Principal Executive Offices)
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(Zip Code)
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Registrants telephone
number, including area code:
(802) 775-0325
Not applicable
(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 (
see
General
Instruction A.2. below):
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))
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
2006 Stock Incentive Plan
On
October 13, 2009, at the 2009 Annual Meeting of Stockholders of Casella Waste
Systems, Inc. (the Company), the Companys stockholders approved an amendment
(the Plan Amendment) to the Companys 2006 Stock Incentive Plan (the 2006
Plan), which became effective upon such approval. The Plan Amendment (i) increased the number
of shares of the Companys Class A common stock authorized for issuance under
the 2006 Plan by an additional 1,200,000 shares, (ii) eliminated the specific
reservation of shares for non-employee directors and (iii) in recognition of
the compensation currently payable to non-employee directors, eliminated the
provisions pursuant to which the Company automatically grants non-employee
directors options to purchase 7,500 shares upon initial appointment as director
and at each annual meeting.
On
October 16, 2009, the Companys Board of Directors approved further amendments
to the 2006 Plan. These amendments,
which placed additional limitations on awards made under the 2006 Plan, were
outlined in the additional soliciting materials filed by the Company on Form DEFA14A
on October 7, 2009. The complete text of
the 2006 Plan, as amended, is attached as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated by reference herein.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
99.1
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Casella
Waste Systems, Inc. 2006 Stock Incentive Plan, as amended.
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2
SIGNATURE
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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Casella
Waste Systems, Inc.
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Date:
October 19, 2009
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By:
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/s/
John W. Casella
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John
W. Casella
Chairman
and Chief Executive Officer
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3
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