8-K

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: May 2, 2017

(Date of earliest event reported) 

Advanced Disposal Services, Inc.

(Exact name of registrant as specified in its charter)

DELAWARE	001-37904	90-0875845
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

90 Fort Wade Road
Ponte Vedra, Florida 32081
(Address of principal executive offices and zip code)

(904) 737-7900
(Registrant’s telephone number, including area code)

(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))

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

Item 5.02              Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)           On May 2, 2017, the Board of Directors (the “Board”) of Advanced Disposal Services, Inc. (the “Company”) elected Tanuja M. Dehne as a director of the Company with her term beginning at the next meeting of the Board of Directors, currently scheduled for August 1, 2017. Ms. Dehne is considered an independent director under the New York Stock Exchange’s corporate governance listing standards and the Company’s Corporate Governance Guidelines. Ms. Dehne is expected to serve on the Compensation Committee of the Board as Chair. Ms. Dehne will be eligible to earn compensation for her services as a member of the Board, including an annual retainer equal to $50,000 and a grant of shares of restricted stock with a market value of $100,000 under the Advanced Disposal Services, Inc. 2016 Omnibus Equity Plan scheduled to vest in full on the third anniversary of the date of grant.

Item 9.01             Financial Statements and Exhibits.

(d)           Exhibits.

The following exhibits are furnished herewith:

Exhibit
No.	Description
99.1	Press Release of Advanced Disposal Services, Inc., dated May 2, 2017, Announcing Changes to the Board of Directors

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.

	Advanced Disposal Services, Inc.
	By:	/s/ Jeffrey C. Everett
	Name:	Jeffrey C. Everett
	Title:	Vice President, Associate General Counsel
Dated:  May 3, 2017

3

Exhibit Index

Number and Description of Exhibit

99.1 Press Release of Advanced Disposal Services, Inc., dated May 2, 2017, Announcing Changes to the Board of Directors

4

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

ADVANCED DISPOSAL ANNOUNCES THAT TANUJA DEHNE HAS BEEN ELECTED TO ITS BOARD OF DIRECTORS

PONTE VEDRA, Fla. (May 3, 2017) — Advanced Disposal (NYSE: ADSW), an integrated environmental services company, announced today that Tanuja Dehne will be joining its Board of Directors effective upon the company’s next board meeting currently scheduled for August 1, 2017.  She will be serving as chair of the company’s Compensation Committee.

Ms. Dehne has held a number of cross-functional corporate leadership positions, including her roles as Chief Administrative Officer and Chief of Staff at NRG Energy from 2014 to 2016, and Senior Vice President of Human Resources from 2011 to 2014.  She has also previously served as Deputy General Counsel and Corporate Secretary for NRG Energy and practiced corporate and securities law at Saul Ewing LLP.

Currently, Ms. Dehne is a member of the Board of Directors of publicly-traded Silver Bay Realty Trust Corp. where she has been a board member since 2012.  She is also a Senior Advisor at the B Team, a non-governmental organization focused on mobilizing global leaders to drive a better way of doing business.

Ms. Denhe holds a J.D. from Syracuse University, an M.A. in Political Science from the University of Pennsylvania, and a B.A. in International Affairs and Anthropology/Sociology from Lafayette College.

“We are extremely pleased that Tanuja Dehne is joining our board,” said Richard Burke, CEO.  “Her leadership skills and focus on people development, coupled with her securities law background and public company board experience will be invaluable to us, as we continue to grow as a public company.”

Forward-Looking Statements

This press release contains “forward-looking” statements. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those described in such forward-looking statements, including but not limited to the cautionary warnings and risk factors included in the most recently filed Form 10-K with the SEC.

About Advanced Disposal Services, Inc.

Advanced Disposal (NYSE: ADSW) brings fresh ideas and solutions to the business of a clean environment.  As the fourth largest solid waste company in the U.S., we provide integrated, non-hazardous solid waste collection, recycling and disposal services to residential, commercial, industrial, and construction customers across 16 states and the Bahamas. Our team is dedicated to finding effective, sustainable solutions to preserve the environment for future generations. We welcome you to learn more at www.AdvancedDisposal.com or follow us on Facebook.

Contact:

Matthew Nelson

Advanced Disposal

(904) 737-7900, Matthew.Nelson@AdvancedDisposal.com