UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.         )

Filed by the Registrant  þ

Filed by a Party other than the Registrant  ¨

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¨ Preliminary Proxy Statement

¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

þ Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-12

COVANTA HOLDING CORPORATION

(Name of Registrant as Specified In Its Charter)

 (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): 

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¨ Fee paid previously with preliminary materials. 

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid: 

(2) Form, Schedule or Registration Statement No.: 

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(4) Date Filed:

Important Notice of Availability of Proxy Materials for the Stockholder Meeting of

Covanta Holding Corporation

To Be Held On:

May 16, 2013 at 11:00 a.m.

Covanta Holding Corporation, 445 South Street, Morristown, New Jersey, 07960

COMPANY NUMBER

ACCOUNT NUMBER

CONTROL NUMBER

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

If you want to receive a paper or e-mail copy of the proxy materials you must request one. There is no charge to you for requesting a copy. To facilitate timely delivery please make the request as instructed below before 05/02/13.

TO VIEW PROXY MATERIALS ONLINE: Please visit http://www.amstock.com/ProxyServices/ViewMaterial.asp?CoNumber=01602, where the following materials are available for view:

	• Notice of Annual Meeting of Stockholders
	• Proxy Statement
	• Form of Electronic Proxy Card
	• Annual Report on Form 10-K
	• Annual Report to Stockholders
TO REQUEST MATERIAL:	TELEPHONE: 888-Proxy-NA (888-776-9962) 718-921-8562 (for international callers)
	E-MAIL: info@amstock.com
	WEBSITE: http://www.amstock.com/proxyservices/requestmaterials.asp
TO VOTE:	ONLINE: To access your online proxy card, please visit www.voteproxy.com and follow the on-screen instructions. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM Eastern Time the day before the meeting date.
	IN PERSON: You may vote your shares in person by attending the Annual Meeting.
	TELEPHONE: To vote by telephone, please visit https://secure.amstock.com/voteproxy/login2.asp to view the materials and to obtain the toll free number to call.
	MAIL: You may request a card by following the instructions above.

1.   The Board of Directors recommend a vote “FOR” the election of the listed nominees as Directors for a term of one year. NOMINEES: David M. Barse Ronald J. Broglio Peter C.B. Bynoe Linda J. Fisher Joseph M. Holsten Anthony J. Orlando William C. Pate Robert S. Silberman Jean Smith Samuel Zell Please note that you cannot use this notice to vote by mail. The Board of Directors recommend a vote “FOR” Proposal 2. 2.   To ratify the appointment of Ernst & Young LLP as Covanta Holding Corporation’s independent registered public accountants for the 2013 fiscal year. YOUR VOTE IS IMPORTANT