UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8‑K/A
(Amendment No. 1)
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 16, 2021
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CHARAH SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-38523 | 82-4228671 | ||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| 12601 Plantside Drive Louisville, Kentucky | 40299 | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(Registrant’s telephone number, including area code): (502) 245-1353
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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:
¨ 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 | ||||||||||||
| Common Stock, par value $0.01 per share | CHRA | New York Stock Exchange | ||||||||||||
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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 x | ||||||||||||||
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. ¨
EXPLANATORY NOTE
This Amendment No. 1 amends the Current Report on Form 8-K (the “Original 8-K”) Charah Solutions, Inc. (the “Company”) filed with the Securities and Exchange Commission on March 22, 2021, reporting the decision of the Chairman of the Board to not stand for re-election. The filing included language the Current Report on Form 8-K was “furnished” and not “filed.” This language was mistakenly included in the filing and has been omitted from this amended filing. The disclosure included in the Original 8-K otherwise remains unchanged.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On March 16, 2021, Stephen R. Tritch, currently Chairman of the Board of Directors (the “Board”) of Charah Solutions, Inc. (the “Company”), with a term expiring at the Company’s 2021 Annual Stockholder Meeting (“2021 Annual Meeting”), notified the Company he will not stand for re-election to the Board at the 2021 Annual Meeting. Mr. Tritch’s service as a director will end effective as of the 2021 Annual Meeting. Mr. Tritch’s retirement from the Board did not result from a disagreement with the Company.
The Company expressed its thanks to Mr. Tritch for his service as a director.
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.
| CHARAH SOLUTIONS, INC. | |||||||||||
| Date: | March 23, 2021 | By: | /s/ Scott A. Sewell | ||||||||
| Name: | Scott A. Sewell | ||||||||||
| Title: | President and Chief Executive Officer | ||||||||||