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 25, 2018

COVANTA HOLDING CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Delaware	1-06732	95-6021257
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

445 South Street

Morristown, New Jersey 07960

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (862) 345-5000

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))

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

On September 25, 2018, the Board of Directors (the “Board”) of Covanta Holding Corporation (the “Company”) appointed Owen Michaelson as director of the Company, effective immediately, to serve for a term expiring at the annual meeting of stockholders in 2019 and until his successor is elected and qualified. Mr. Michaelson was appointed to the Board’s Finance Committee. 

Mr. Michaelson is entitled to compensation for his services as a director in accordance with the Board’s compensation policy for non-employee directors, including a prorated portion of such directors’ annual award of $100,000 of restricted stock or restricted stock units which is equal to 3,609 shares of restricted stock or restricted stock units. See “Compensation of the Board” in the Company’s Proxy Statement for its 2018 Annual Meeting filed with the Securities and Exchange Commission on March 23, 2018 for further information with respect to director compensation.

On September 25, 2018, the Company issued a press release regarding the foregoing matters, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibits.

Exhibit No.	Description
99.1	Press Release dated September 25, 2018

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 thereunto duly authorized.

Date: September 25, 2018

COVANTA HOLDING CORPORATION

(Registrant)

By:	/s/ Timothy J. Simpson
Name:	Timothy J. Simpson
Title:	Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated September 25, 2018.

EX-99.1

Exhibit 99.1

Covanta Holding Corporation Adds UK Executive to Board of Directors

MORRISTOWN, N.J. - September 25, 2018 - Covanta Holding Corporation (NYSE:CVA) today announced the addition of Owen Michaelson to its Board of Directors.

Mr. Michaelson is chief executive of the Harworth Group PLC, one of the largest land and property regeneration companies in the United Kingdom. He has more than 25 years of experience in land development, energy generation and waste management, having held executive roles at the Peel Group, Black Country Properties and Viridor.

"We are fortunate to welcome an experienced executive such as Owen Michaelson to the Covanta Board," said Sam Zell, Covanta's chairman. "His unique insights and breadth of development experience in the UK will be invaluable as Covanta looks to grow in that market and beyond. I look forward to the important contributions he will make as a member of the Board.”

About Covanta

Covanta is a world leader in providing sustainable waste and energy solutions. Annually, Covanta’s modern Energy-from-Waste facilities safely convert approximately 22 million tons of waste from municipalities and businesses into clean, renewable electricity to power one million homes and recycle nearly 600,000 tons of metal. Through a vast network of treatment and recycling facilities, Covanta also provides comprehensive industrial material management services to companies seeking solutions to some of today’s most complex environmental challenges. For more information, visit covanta.com.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this press release may constitute "forward-looking" statements as defined in Section 27A of the Securities Act of 1933 (the "Securities Act"), Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"), the Private Securities Litigation Reform Act of 1995 (the "PSLRA") or in releases made by the Securities and Exchange Commission ("SEC"), all as may be amended from time to time. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Covanta Holding Corporation and its subsidiaries ("Covanta") or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements that are not historical fact are forward-looking statements. For additional information see the Cautionary Note Regarding Forward-Looking Statements in the Company's 10-K, previously filed with the Securities and Exchange Commission.

Investor Contacts

Dan Mannes

1.862.345.5456

IR@covanta.com

Media Contact

James Regan

1.862.345.5216