UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the
Registrant x Filed by
a Party other than the Registrant ¨
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Preliminary Proxy Statement |
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
CASELLA
WASTE SYSTEMS, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Copies to:
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Jeffrey A. Stein
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street Boston,
Massachusetts 02109 (617) 526-6000 |
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Keith E. Gottfried, Esq.
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue, N.W.
Washington, DC 20004-2541
(202) 739-5947 |
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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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
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Casella Waste Systems, Inc., a Delaware corporation (Casella or the
Company), is filing materials contained in this Schedule 14A with the U.S. Securities and Exchange Commission (SEC) in connection with the solicitation of proxies from its stockholders in connection with its
2015 Annual Meeting of Stockholders to be held on Friday, November 6, 2015, and at any and all adjournments or postponements thereof (the 2015 Annual Meeting). On September 22, 2015, Casella filed with the SEC its
definitive proxy statement and accompanying definitive WHITE proxy card in connection with its solicitation of proxies to be used at the 2015 Annual Meeting.
Press Release Issued by Casella on October 19, 2015
Attached hereto is a press release issued by Casella on October 19, 2015 announcing that James E. OConnor, a waste management industry veteran who
joined the Casella Board of Directors in July 2015, has been appointed to serve as lead independent director of Casellas Board of Directors effective immediately. This press release is being filed herewith because it may be deemed to be
solicitation material in connection with Casellas solicitation of proxies to be used at the 2015 Annual Meeting. As previously announced, JCP Investment Partnership, LP and the other participants in its solicitation are pursuing a proxy
contest to elect two nominees to the Casella Board of Directors at the 2015 Annual Meeting.
Important Information And Where To Find It
Casella, its directors and certain of its executive officers are deemed to be participants in the solicitation of proxies from Casellas stockholders in
connection with the matters to be considered at Casellas 2015 Annual Meeting of Stockholders. On September 22, 2015, Casella filed a definitive proxy statement and accompanying definitive WHITE proxy card with the Securities
and Exchange Commission (SEC) in connection with the solicitation of proxies from Casella stockholders in connection with the matters to be considered at Casellas 2015 Annual Meeting of Stockholders. Information regarding
the identity of participants, and their direct or indirect interests, by security holdings or otherwise, is set forth in such definitive proxy statement, including the schedules and appendices thereto. INVESTORS AND STOCKHOLDERS ARE STRONGLY
ENCOURAGED TO READ THE PROXY STATEMENT, THE ACCOMPANYING WHITE PROXY CARD AND OTHER DOCUMENTS FILED BY CASELLA WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION.
Stockholders may obtain the definitive proxy statement, any amendments or supplements to the definitive proxy statement, the accompanying definitive WHITE proxy card, and any other documents filed by Casella with the SEC for no charge
at the SECs website at www.sec.gov. Copies are also available at no charge at the Investor Relations section of Casellas corporate website at www.casella.com, by writing to Casellas Corporate Secretary at Casella Waste Systems,
Inc., 25 Greens Hill Lane, Rutland, VT 05701, or by calling Casellas Corporate Secretary at (802) 772-2257.
PRESS RELEASE ISSUED OCTOBER 19, 2015
CASELLA WASTE SYSTEMS APPOINTS JAMES E. OCONNOR AS LEAD INDEPENDENT DIRECTOR
RUTLAND, VT., October 19, 2015 Casella Waste Systems, Inc. (Nasdaq: CWST) (Casella or the Company), a
regional solid waste, recycling, and resource management services company, today announced that James E. OConnor, a waste management industry veteran who joined the Casella Board in July 2015, has been appointed to serve as lead independent
director of Casellas Board of Directors (the Board) effective immediately. Mr. OConnor succeeds Gregory B. Peters, who continues to serve as a member of the Casella Board.
Jim is extremely well suited to serve as the Boards lead independent director and I and the rest of the Casella Board look forward to working with
Jim in his new role, said John W. Casella, Chairman and CEO of Casella. His past experience leading the Board of Directors of Republic Services, Inc., the second largest waste management company in North America, his 40 years of
experience in the waste management industry and his experience serving on the board of directors of other publicly-traded companies clearly provides him with the relevant leadership, industry and governance experience needed for a strong lead
independent director. Jims appointment, the result of constructive input from our stockholders, is further evidence of our ongoing commitment to enhance the ability of our Board to serve the long-term interests of stockholders.
I am pleased and honored to have the opportunity to serve as Casellas lead independent director, said Mr. OConnor. I look
forward to serving Casella in this important leadership and corporate governance role as Casella continues its ongoing efforts to enhance its governance practices, which have included, among other things, the adopting of a majority voting and
resignation policy for the election of directors in uncontested elections, adopting stock ownership guidelines applicable to all our executive offices, a policy restricting any hedging and pledging activities by directors and executive officers with
respect to Casellas securities and the adoption of a compensation clawback policy applicable to directors and executive officers.
Pursuant to
Casellas corporate governance guidelines, the role of lead independent director includes responsibilities such as the following: presiding at all meetings at which the Chairman is not present including presiding at executive sessions of the
Casella Board (without management present) at every regularly scheduled Casella Board meeting, serving as a liaison between the Chairman (and management) and the independent directors, approving meeting agendas, time schedules and other information
provided to the Casella Board, and being available for direct communication and consultation with major stockholders upon request. Casellas lead independent director also has the authority to call meetings of the independent directors.
The change in leadership of the Casella Board announced today is the latest significant change in the Casella Board to be implemented over the past year.
Reflective of the Casella Boards continuing commitment to recruit new independent and highly-qualified directors that have perspectives, insights, experiences and competencies that expand the depth and breadth of the Board, both
Mr. OConnor and fellow waste management industry veteran William P. Hulligan were added to the Casella Board as independent directors within the past four months after a year-long director search process. Messrs. OConnor and
Hulligan are two of the most experienced, accomplished and admired individuals in the waste management industry. As Casella continues to execute on its ongoing strategic initiatives to drive revenues and enhance profitability, their extensive senior
management and governance experience at leading waste management companies and track record of driving growth and stockholder value creation will be extremely valuable to Casella. With these recent additions to the Casella Board, the Casella Board
is composed of nine highly-qualified and experienced directors, seven of whom are independent, and boasts a broad and diverse set of skills and experiences in the areas of solid waste collection, recycling, disposal services, operations, accounting,
finance, mergers and acquisitions, capital markets, capital allocation, capital structure, risk management, and strategic planning.
In addition to
serving as the Casella Boards lead independent director, Mr. OConnor serves on the Casella Boards compensation committee.
About James E. OConnor
James E. OConnor, 66, is the former Chairman of the Board and CEO of Republic Services, Inc. (NYSE: RSG), the second largest provider of non-hazardous
solid waste collection, recycling and disposal services in the United States. From 1998 to 2011, Mr. OConnor was CEO of Republic Services, Inc. and served as Chairman of the Board from 2003 to 2011. During his 13 years serving as CEO of
Republic Services, including serving the last eight years as both Chairman and CEO, Mr. OConnor was an extraordinary and visionary leader and led the transformation of Republic Services from a company with $1.4 billion in annual revenues
into one with more than $8 billion in annual revenues, making it one of the largest waste management companies in the world and attracting marquee investors. Among Mr. OConnors many achievements at Republic Services was its $12.1
billion transformative acquisition of Allied Waste in December 2008. Prior to joining Republic Services, Mr. OConnor spent close to 30 years at Waste Management, Inc. where he held various senior management positions.
Mr. OConnor entered the waste management industry over 40 years ago as a young entrepreneur by acquiring a small waste management company in Indiana, selling it and then going to work for Waste Management. In 2001, Mr. OConnor
was the recipient of the Ellis Island Medal of Honor from the National Ethnic Coalition of Organizations (NECO) which rewards Americans who exemplify outstanding qualities in both their personal and professional lives, while continuing to preserve
the richness of their particular heritage. He was named to the list of Americas Best CEOs each year, between 2005 and 2010. In 2011, Mr. OConnor was named to the Institutional Investors All American Executive Team. He is also
active in many community causes, especially those that benefit children, and has served on the board of directors of the SOS Childrens Village. Mr. OConnor is a member of the Board of Directors of Clean Energy Fuels Corp. (Nasdaq:
CLNE), the leading provider of natural gas fuel for transportation in North America, where he serves on the Compensation Committee and the Nominating and Corporate Governance Committee, and the Canadian National Railway Company (NYSE: CNI),
Canadas largest railway with a rail network that serves Canada and the Midwestern and Southern United States, where he Chairs the Boards Strategic Planning Committee and also serves on the Audit, Environment, Safety & Security
and Finance Committees. Mr. OConnor also serves on the board of directors of the South Florida P.G.A. of America Foundation. Mr. OConnor holds a Bachelor of Science in Commerce (concentration in accounting) from DePaul
University.
About Casella Waste Systems, Inc.
Casella Waste Systems, Inc., headquartered in Rutland, Vermont, provides solid waste management services consisting of collection, transfer, disposal, and
recycling services in the northeastern United States. For further information, investors may contact Ned Coletta, Chief Financial Officer at (802) 772-2239; media may contact Joseph Fusco, Vice President at (802) 772-2247; and anyone may
visit the companys website at http://www.casella.com.
Important Additional Information And Where To Find It
Casella, its directors and certain of its executive officers are deemed to be participants in the solicitation of proxies from Casellas stockholders in
connection with the matters to be considered at Casellas 2015 Annual Meeting of Stockholders. On September 22, 2015, Casella filed a definitive proxy statement and accompanying definitive WHITE proxy card with the
Securities and Exchange Commission (SEC) in connection with the solicitation of proxies from Casella stockholders in connection with the matters to be considered at Casellas 2015 Annual Meeting of Stockholders. Information
regarding the identity of participants, and their direct or indirect interests, by security holdings or otherwise, is set forth in such definitive proxy statement, including the schedules and appendices thereto. INVESTORS AND STOCKHOLDERS
ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT, THE ACCOMPANYING WHITE PROXY CARD AND OTHER DOCUMENTS FILED BY CASELLA WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION. Stockholders may obtain the definitive proxy statement, any amendments or supplements to the definitive proxy statement, the accompanying definitive WHITE proxy card, and any other documents filed by Casella
with the SEC for no charge at the SECs website at www.sec.gov. Copies are also available at no charge at the Investor Relations section of Casellas corporate website at www.casella.com, by writing to Casellas Corporate Secretary at
Casella Waste Systems, Inc., 25 Greens Hill Lane, Rutland, VT 05701, or by calling Casellas Corporate Secretary at (802) 772-2257.
CONTACTS
Investors:
Ned Coletta
Chief Financial Officer
(802) 772-2239
Media:
Joseph Fusco
Vice President
(802) 772-2247
OR
Mark Harnett/Zachary Tramonti
Sard Verbinnen & Co.
(212) 687-8080
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