0001102624-17-000316.txt : 20170717 0001102624-17-000316.hdr.sgml : 20170717 20170717060452 ACCESSION NUMBER: 0001102624-17-000316 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170717 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170717 DATE AS OF CHANGE: 20170717 FILER: COMPANY DATA: COMPANY CONFORMED NAME: US ECOLOGY, INC. CENTRAL INDEX KEY: 0000742126 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 953889638 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11688 FILM NUMBER: 17966545 BUSINESS ADDRESS: STREET 1: 251 E. FRONT ST., STREET 2: SUITE 400 CITY: BOISE STATE: ID ZIP: 83702 BUSINESS PHONE: 2083318400 MAIL ADDRESS: STREET 1: 251 E. FRONT ST., STREET 2: SUITE 400 CITY: BOISE STATE: ID ZIP: 83702 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN ECOLOGY CORP DATE OF NAME CHANGE: 19920703 8-K 1 usecologyinc8k.htm US ECOLOGY, INC. 8-K Edgar-8K
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: July 17, 2017
(Date of earliest event reported)
US Ecology, Inc.
(Exact name of registrant as specified in its charter)
DE 0-11688 95-3889638
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)
251 E. Front St., Suite 400, Boise, ID 83706
(Address of principal executive offices) (Zip Code)
2083318400
(Registrant's telephone number, including area code)
Not Applicable
(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:

 
 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))


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
On July 17, 2017, the Board of Directors ("Board") of US Ecology, Inc. ("Company") appointed Ronald (Ron) C. Keating to the Board, increasing the number of directors to seven. Mr. Keating will serve in this role until the Company’s next Annual Meeting of Stockholders.

Mr. Keating brings more than 25 years of operations and leadership experience with companies providing solutions to municipal, industrial and infrastructure customers. He is currently the Chief Executive Officer and a director at Evoqua Water Technologies LLC, a global provider of water and wastewater treatment solutions and services. Mr. Keating previously served as President and Chief Executive Officer at Contech Engineered Solutions and held senior leadership positions at Kennametal Inc. and Ingersoll-Rand Inc. He holds an MBA from the Kellogg School of Management at Northwestern University and a B.S. in Industrial Distribution from Texas A&M.

Mr. Keating was also appointed to the Board's Compensation Committee, replacing Daniel Fox. The Board has determined that Mr. Keating satisfies the definition of "independent director" and all other requirements for service on the Board's Compensation Committee under the NASDAQ listing standards and applicable SEC requirements. With his appointment, the Board’s standing committees now consist of the following Board members:

Audit: Daniel Fox (Chair), Katina Dorton, John T. Sahlberg

Compensation: John T. Sahlberg (Chair), Joe F. Colvin, Ronald C. Keating

Corporate Governance: Katina Dorton (Chair), Daniel Fox, Joe F. Colvin

Mr. Keating will participate under the Company’s non-employee director compensation program. Under this program, he will receive, on a pro-rated basis, cash compensation of $50,000 and a restricted equity award with a value equal to $75,000 that is subject to certain vesting restrictions. As a member of the Compensation Committee, Mr. Keating will also receive, on a pro-rated basis, a cash retainer of $5,000.
Item 7.01. Regulation FD Disclosure
On July 17, 2017, the Company issued a press release announcing the appointment of Mr. Keating to the Board. A copy of the press release is filed with this Form 8-K as Exhibit 99.1.

The information in this report (including Exhibit 99.1) being furnished pursuant to Item 7.01 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
Item 9.01. Financial Statements and Exhibits
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.

Dated: July 17, 2017 US Ecology, Inc.

By: /s/ Eric L. Gerratt
     Eric L. Gerratt
     Executive Vice President and Chief Financial Officer
Exhibit Index
 EX-99 2 exhibit99.htm PRESS RELEASE

US Ecology, Inc. Announces Appointment of Ronald C. Keating to Its Board of Directors

BOISE, ID -- (Marketwired - July 17, 2017) - US Ecology, Inc. (the "Company") (NASDAQ: ECOL) today announced the appointment of Ronald (Ron) C. Keating to the Company's Board of Directors ("Board"). Keating was also appointed to the Board's Compensation Committee.

Jeffrey R. Feeler, Chairman and Chief Executive Officer, commented, "We are pleased to have Ron join our Board. His significant operational and leadership experience will be a welcomed addition to our Board, complementing the extensive experience of our existing Board members. We welcome Ron's immediate contributions to position US Ecology as the premier North American service provider of environmental and field services."

Keating brings more than 25 years of operations and leadership experience with companies providing solutions to municipal, industrial and infrastructure customers. He is currently the Chief Executive Officer and a director at Evoqua Water Technologies LLC, a global provider of water and wastewater treatment solutions and services. Keating previously served as President and Chief Executive Officer at Contech Engineered Solutions and held senior leadership positions at Kennametal Inc. and Ingersoll-Rand Inc.

Keating holds an MBA from the Kellogg School of Management at Northwestern University and a B.S. in Industrial Distribution from Texas A&M.

About US Ecology, Inc.

US Ecology, Inc. is a leading North American provider of environmental services to commercial and government entities. The Company addresses the complex waste management needs of its customers, offering treatment, disposal and recycling of hazardous, non-hazardous and radioactive waste, as well as a wide range of complementary field and industrial services. US Ecology, Inc.'s focus on safety, environmental compliance, and best-in-class customer service enables us to effectively meet the needs of our customers and to build long-lasting relationships. The Company has been protecting the environment for more than 60 years and has operations in the United States, Canada and Mexico. For more information visit www.usecology.com. 

Contact:
Alison Ziegler
Darrow Associates
(201) 220-2678
aziegler@darrowir.com
www.usecology.com