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 (Date of earliest event reported): September 24, 2013

CLEAN HARBORS, INC.

(Exact name of registrant as specified in its charter)

Massachusetts	001-34223	04-2997780
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

42 Longwater Drive, Norwell, Massachusetts	02061-9149
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (781) 792-5000

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:

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))

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

On September 26, 2013, Clean Harbors, Inc. (the “Company”) announced the appointment of Michael Battles as the Company’s Chief Accounting Officer, effective as of September 24, 2013.  The press release announcing Mr. Battles’ appointment is furnished as Exhibit 99 to this Form 8-K.  Mr. Battles will also serve as the Company’s Senior Vice President and Corporate Controller.  For the past 12 years, Mr. Battles has served in a variety of senior financial positions at PerkinElmer Inc., a global leader in human and environmental health. Most recently, he was Vice President and Chief Financial Officer of PerkinElmer’s Human Health business. He directed the financial planning across each of the business units within Human Health driving operating performance. Prior to his role in Human Health, he served as Chief Accounting Officer for several years and Acting Chief Financial Officer during a one-year search period.

The terms of Mr. Battles’ employment with the Company are set forth in an accepted employment offer letter.  In addition to eligibility for the Company’s standard benefits, Mr. Battles will be eligible to receive bonuses under the Company’s Management Incentive Plan (“MIP”) and an Individual Bonus Plan and to participate in the Company’s Performance-Based Restricted Stock Program and Time-Based Restricted Stock Program.

There are no arrangements or understandings between Mr. Battles and any other person pursuant to which Mr. Battles was selected as an officer of the Company.  Mr. Battles does not have any family relationship with any director or officer of the Company.  Mr. Battles does not have any direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Effective as of the date of Mr. Battles’ appointment, John R. Beals, who, prior to such time, was the Company’s Chief Accounting Officer and Corporate Controller, will relinquish such roles.  Mr. Beals will serve as the Company’s Senior Vice President, Finance and assist with the transition in a full-time capacity through mid-2014.

The Company is disclosing this information in accordance with Items 5.02(b) and (c) of Form 8-K.

Item 9.01.Financial Statements and Exhibits.

(d)	Exhibits. The following exhibits are being filed or furnished herewith:
	10.55	Michael Battles accepted offer letter effective as of September 24, 2013.
	99.1	Press release of Clean Harbors, Inc. issued September 26, 2013: Clean Harbors Names Michael Battles SVP, Corporate Controller and Chief Accounting Officer.

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Clean Harbors, Inc.
	(Registrant)
September 30, 2013	/s/ James M. Rutledge
	James M. Rutledge,
	Vice Chairman, President and Chief Financial Officer

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EX-10.55

Exhibit 10.55

42 Longwater Drive
P.O. Box 9149
Norwell, MA 02061-9149

781.792.5000
800.282.0038
www.cleanharbors.com

September 3, 2013

Michael Battles
8 Dearth Circle
Ashland, MA 01720

Dear Mike:

Clean Harbors Environmental Services, Inc. is pleased to offer you the position of SVP and Chief Accounting Officer, reporting directly to me, Jim Rutledge, Vice Chair, President and Chief Financial Officer, Clean Harbors. You will be a member of my Executive Team, and a member of the Clean Harbors Corporate Executive Council (“CEC”), a group of key executives who meet bi-monthly to influence and set strategy for the company, under the direction of the CEO. You will be based out of our Norwell, Massachusetts Corporate headquarters.

The terms set forth in this offer will become effective upon your start date, which is expected to be September 24, 2013.

Your Compensation and Benefits are outlined below:

Base Salary:

Your base compensation will be at the rate of $12,291.67 payable at the mid-point and end of each month ($295,000 annually).

Short Term Incentive:

You will be eligible to participate in the company’s Management Incentive Program (“MIP”), with a bonus target of 30% of your base earnings, and a maximum of 42% of your base earnings.  The MIP program is based on annual achievement of the company’s EBITDA targets. You will also be eligible to participate in an Individual Bonus Plan (“IBP”) with a bonus opportunity of up to 20% of your base salary.  The IBP is based on achievement of individual goals set by you and I.  These programs are subject to annual review and approval by the Compensation Committee of the Board of Directors.

Participation for 2013 will be pro-rated for 2013 earnings.

“People and Technology Creating a Safer, Cleaner Environment”

Long Term Incentive:

You will be eligible to participate in the company’s Performance Based Restricted Stock Program at a rate equivalent to 25% of your base salary, beginning with the 2013-2014 plan year.  The Performance Based Stock Program is based on the company’s achievement of specific goals for Revenue, EBITDA Margin %, and Safety Total Recordable Incident Rate (TRIR).

You will also be eligible to participate in the company’s Time Based Restricted Stock Program, at a rate equivalent to 15% of your base salary.  The Time Based stock program is designed to retain and reward key leaders in the company, and vests over a five year period, beginning on the third year from the anniversary of the stock grant.

The Long Term Incentive Programs are subject to annual review and approval by the Compensation Committee of the Board of Directors.  Both the performance based stock and the time based stock for 2013 will be pro-rated based on your 2013 earnings.

Severance Agreement:

On your six month anniversary with Clean Harbors, you will be eligible for a severance agreement of up to six months’ base salary.  Details of this agreement will be forthcoming.

Sign on Equity:

We are very excited to have you join Clean Harbors in this critical role.  As such, we are offering you an additional 5500 shares of Clean Harbors Stock, to vest as follows:

·1500 shares will vest on or about one (1) year from your start date

·1000 shares will vest on or about two (2) years from your hire date

·1000 shares will vest on or about three (3) years from your hire date

·1000 shares will vest on or about four (4) years from your hire date

·1000 shares will vest on or about five (5) years from your hire date

Vacation and Benefits:

You will accrue vacation at the rate of four weeks per year (pro-rated to date of hire for your first year). You will also be eligible for company benefits including medical, dental, life and disability insurance, 401(k) retirement savings, an employee stock purchase program, and others.  A summary of our benefits is enclosed.

Offer Contingencies:

This offer of employment is contingent upon the following:

·Testing negative in a drug screen for the presence of controlled substances

·Satisfactory results of a criminal background check

·Verification of your legal right to work in the United States under the Immigration Reform and Control Act of 1986 (IRCA)

·Satisfactory Review of your References

·Your review and signature of the Confidentiality and Non-Competition Agreement

·Your review and signature of the Company’s Standards of Ethical Professional Conduct

It is mutually understood that employment with the Company is “at will” in nature, which means an employee may resign at any time and the Company may terminate employment with or without notice.  It is also mutually understood that a continuing condition of your employment is your agreement to comply with the Company’s Standards of Ethical Professional Conduct and with other various Company Policies and Procedures which may be adopted from time to time.

Please sign below, indicating that you have reviewed this offer of employment and accept the provisions as stated.  If you have any questions about this offer of employment or about our company, please feel free to contact me at 781-792-5125, or contact Deirdre Evens, Executive Vice President, Human Resources, at 781-792-5462.

We believe that our employees, in large measure, define our future.  As such, we select employees who have outstanding abilities and potential for continued success.  On behalf of all of us, Mike, welcome to our team and best wishes for a successful career with Clean Harbors.

Sincerely,

/s/ James M. Rutledge
James M. Rutledge
Vice Chair, President and Chief Financial Officer
/s/ Michael Battles	Date:	9/3/13

I have reviewed this offer of “At Will Employment” and I accept the provisions as slated and I understand and agree that my acceptance does not create and shall not be considered nor construed as an employment contract with Clean Harbors.

cc:Deirdre Evens, EVP Human Resources

EX-99.1

EXHIBIT 99.1

Clean Harbors Names Michael Battles
SVP, Corporate Controller and Chief Accounting Officer

Experienced Senior Executive Most Recently
Served as CFO of PerkinElmer’s Human Health Business

Norwell, Mass. - September 26, 2013 - Clean Harbors, Inc. (“Clean Harbors”) (NYSE: CLH), the leading provider of environmental, energy and industrial services throughout North America, today announced the appointment of Michael Battles as Senior Vice President, Corporate Controller and Chief Accounting Officer. He succeeds John R. Beals, who plans to remain at the Company in a full-time capacity through mid-2014 as Senior Vice President, Finance to assist in the transition.

“Mike brings more than 20 years of strategic financial expertise to Clean Harbors,” said James M. Rutledge, the Company’s Vice Chairman, President and Chief Financial Officer. “His accounting and CFO experience, SEC reporting background and leadership skills make him a valuable addition to our senior management team. We look forward to tapping into his considerable talents.”

“In addition to welcoming Mike, I also want to acknowledge John’s significant contributions to our finance and accounting organization,” Rutledge said. “During his seven years with Clean Harbors, John has effectively overseen all of our accounting activities and played an important role in our financial reporting.  We are pleased that he will be working closely with Mike and remain a key member of the finance organization during a lengthy transition period.”

Prior to Clean Harbors, Mike spent 12 years in a variety of senior financial positions at PerkinElmer Inc. (NYSE: PKI), a global leader in human and environmental health. Most recently, he was Vice President and Chief Financial Officer of PerkinElmer’s Human Health business. He directed the financial planning across each of the business units within Human Health driving operating performance. Prior to his role in Human Health, he served as Chief Accounting Officer for several years and Acting Chief Financial Officer during a one-year search period.

Prior to PerkinElmer, Mike held several positions at Deloitte & Touche LLP from 1990 to 2001, including senior manager, accounting and auditing. He earned a Bachelor of Science in business administration with a concentration in accounting from the University of Vermont. He is a Certified Public Accountant.

About Clean Harbors

Clean Harbors (NYSE: CLH) is the leading provider of environmental, energy and industrial services throughout North America. The Company serves a diverse customer base, including a majority of the Fortune 500 companies, thousands of smaller private entities and numerous federal, state, provincial and local governmental agencies. Through its Safety-Kleen subsidiary, Clean Harbors also is a premier provider of used oil recycling and re-refining, parts washers and environmental services for the small quantity generator market.

Headquartered in Massachusetts, Clean Harbors has waste disposal facilities and service locations throughout the United States and Canada, as well as Mexico and Puerto Rico. For more information, visit www.cleanharbors.com.