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: September 29, 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 September 29, 2017, the Board of Directors (the “Board”) of Advanced Disposal Services, Inc. (the “Company”) elected Michael J. Hoffman as a director of the Company, effective October 3, 2017. Mr. Hoffman is considered an independent director under the New York Stock Exchange’s corporate governance listing standards and the Company’s Corporate Governance Guidelines. Mr. Hoffman is also considered financially literate under the New York Stock Exchange’s corporate governance listing standards. Mr. Hoffman is expected to serve on the Audit Committee and chair the Nominating and Corporate Governance Committee of the Board. Mr. Hoffman will be eligible to earn compensation for his services as a member of the Board, including an annual retainer equal to $50,000, an annual amount equal to $10,000 for his service as chair of the Board’s Nominating and Corporate Governance Committee, 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.

A copy of the press release related to the foregoing is furnished as Exhibit 99.1 to this Current Report and is incorporated by reference into this Item 5.01.

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 September 29, 2017 Announcing Changes to the Board of Directors

2

Exhibit Index

Number and Description of Exhibit

99.1 Press Release of Advanced Disposal Services, Inc., dated September 29, 2017 Announcing Changes to the Board of Directors

3

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:  September 29, 2017

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

ADVANCED DISPOSAL ANNOUNCES THAT MICHAEL J. HOFFMAN HAS BEEN ELECTED TO ITS BOARD OF DIRECTORS AND ALL BOARD COMMITTEES ARE NOW FULLY COMPRISED OF INDEPENDENT BOARD MEMBERS

PONTE VEDRA, Fla. (September 29, 2017) — Advanced Disposal (NYSE: ADSW), an integrated environmental services company, announced today that Michael J. Hoffman will be joining the Board of Directors, where he will serve as chair of the Company’s Nominating  and Corporate Governance Committee and as a member of the Audit Committee.

Mr. Hoffman has held a number of key leadership positions during his dedicated 40-year tenure at The Toro Company (NYSE: TTC) across a broad range of cross-functional disciplines including service, sales, marketing, and operations.  He presently serves as chairman of the board of The Toro Company, a role he has held since 2006.  Mr. Hoffman was also chief executive officer from 2005 to 2016 and was elected president of The Toro Company in 2004.

In addition to his current responsibilities at The Toro Company, Mr. Hoffman serves on the boards of Donaldson Company, Inc., the University of Minnesota Carlson School of Management, and the Toro Foundation.  He earned his bachelor’s degree in marketing management from the University of St. Thomas in Saint Paul, Minnesota, and an MBA from the University of Minnesota Carlson School of Management.

Mr. Hoffman meets the independence qualifications outlined by the New York Stock Exchange and his appointment will be effective on October 3, 2017.  Upon Mr. Hoffman’s appointment, all of the committees of Advanced Disposal’s Board of Directors will be comprised of independent Board members.

“Michael Hoffman’s insights and perspectives from his extensive experiences both as the leader of a public company and from serving on the board of a diverse set of organizations will help guide Advanced Disposal,” said Richard Burke, CEO.  “We look forward to working with him 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

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