What changed in this filing

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Item 9A. Controls and Procedures

2021-02-24 compared with 2020-02-26 · 53 added, 56 removed, 161 unchanged (40% of the section changed)

54 unchanged sentences

The Company's shareholders previously approved the plan.

Plan Category

Number of securities to

Plan Category Number of securities to

be issued upon exercise

of outstanding options

and rights(a)

Weighted average exercise

and rights(a) Weighted average exercise

price of outstanding

options and rights(b)

Number of securities

options and rights(b) Number of securities

remaining available

5 unchanged sentences

— $ — 2,151,942

Includes the Company's 2010 Stock Incentive Plan (the "2010 Plan") under which there were on December 31, 2019 no outstanding options but 3,853,811 shares were available for grant of stock options, stock appreciation rights, restricted stock, restricted stock units and certain other stock-based awards.

___________________________________________

(1) Includes the Company's 2020 Stock Incentive Plan (the "2020 Plan") under which there were no outstanding options but 2,151,942 shares were available for grant of stock options, stock appreciation rights, restricted stock, restricted stock units and certain other stock-based awards as of December 31, 2020.

See Note 16, "Stock-Based Compensation," to the Company's consolidated financial statements included in Item 8, "Financial Statements and Supplementary Data," in this report.

21 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Chairman, President and Chief Executive Officer

February 26, 2020

Signature Title Date

MCKIM Chairman, President and Chief Executive Officer February 24, 2021

/s/ MICHAEL L.

Executive Vice President and Chief Financial Officer

February 26, 2020

Senior Vice President, Finance and Chief Accounting Officer

February 26, 2020

BATTLES Executive Vice President and Chief Financial Officer February 24, 2021

DUGAS Senior Vice President, Finance and Chief Accounting Officer February 24, 2021

* Director February 24, 2021

Eugene Banucci

* Director February 24, 2021

Andrea Robertson

February 26, 2020

* Director February 24, 2021

Robert Willett

1 unchanged sentence

EXHIBIT INDEX

Description Location

2.1 Acquisition Agreement by and between Safety-Kleen Services, Inc., as Seller, and Clean Harbors, Inc., as Purchaser, dated as of February 22, 2002

6 unchanged sentences

2.6 Agreement and Plan of Merger dated as of October 26, 2012 among Safety-Kleen, Inc., Clean Harbors, Inc., and CH Merger Sub, Inc.

Restated Articles of Organization of Clean Harbors, Inc.

Articles of Amendment [as filed on May 9, 2011] to Restated Articles of Organization of Clean Harbors

Amended and Restated By-Laws of Clean Harbors, Inc.

Description of rights of holders of Clean Harbors, Inc.

Fifth Amended and Restated Credit Agreement dated as of November 1, 2016 among Clean Harbors, Inc., as the U.S.

3.1A Restated Articles of Organization of Clean Harbors, Inc.

3.1B Articles of Amendment [as filed on May 9, 2011] to Restated Articles of Organization of Clean Harbors, Inc.

3.4D Amended and Restated By-Laws of Clean Harbors, Inc.

3.4E Description of rights of holders of Clean Harbors, Inc.

4.34 Sixth Amended and Restated Credit Agreement dated as of October 28, 2020 among Clean Harbors, Inc., as the U.S.

Borrower, Clean Harbors Industrial Services Canada, Inc., as the Canadian Borrower, Bank of America, N.A., as Administrative Agent, and the Lenders party thereto

Amended and Restated Security Agreement (Canadian Domiciled Loan Parties) dated as of November 1, 2016 among Clean Harbors Industrial Services Canada, Inc., as the Canadian Borrower and a Grantor, the subsidiaries of Clean Harbors, Inc.

4.34B Amended and Restated Security Agreement (Canadian Domiciled Loan Parties) dated as of November 1, 2016 among Clean Harbors Industrial Services Canada, Inc., as the Canadian Borrower and a Grantor, the subsidiaries of Clean Harbors, Inc.

listed on Annex A thereto or that thereafter become a party thereto as Grantors, and Bank of America, N.A., as Agent

Amended and Restated Guarantee (U.S.

4.34C Amended and Restated Guarantee (U.S.

Domiciled Loan Parties-U.S.

3 unchanged sentences

Facility Secured Parties

Amended and Restated Guarantee (Canadian Domiciled Loan Parties-Canadian Facility Obligations) dated as of November 1, 2016 executed by the Canadian Domiciled Subsidiaries of Clean Harbors, Inc.

4.34D Amended and Restated Guarantee (Canadian Domiciled Loan Parties-Canadian Facility Obligations) dated as of November 1, 2016 executed by the Canadian Domiciled Subsidiaries of Clean Harbors, Inc.

named therein in favor of Bank of America, N.A., as Agent for itself and the other Canadian Facility Secured Parties

Amended and Restated Guarantee (U.S.

4.34E Amended and Restated Guarantee (U.S.

Domiciled Loan Parties-Canadian Facility Obligations) dated as of November 1, 2016 executed by Clean Harbors, Inc.

1 unchanged sentence

named therein in favor of Bank of America, N.A., as Agent for itself and the other Canadian Facility Secured Parties

First Amendment to Credit Agreement, dated as of June 30, 2017, by and among Clean Harbors, Inc., Clean Harbors Industrial Services Canada, Inc., the other Loan Parties party thereto, certain of the Lenders party thereto, which constitute the “Required Lenders”, and Bank of America, N.A., as Administrative Agent

Second Amended and Restated Security Agreement (U.S.

4.34G Second Amended and Restated Security Agreement (U.S.

Domiciled Loan Parties) dated as of June 30, 2017, among Clean Harbors, Inc., as the U.S.

1 unchanged sentence

listed on Annex A thereto or that thereafter become a party thereto as Grantors, and Bank of America, N.A., as Agent

Second Amendment to Credit Agreement, dated as of July 19, 2018, by and among Clean Harbors, Inc., Clean Harbors Industrial Services Canada, the Other Loan Parties party thereto, certain of the Lenders party thereto which constitute the “Required Lenders,” and Bank of America, N.A., as Agent.

Third Amendment to Credit Agreement, dated as of July 2, 2019, by and among Clean Harbors, Inc., Clean Harbors Industrial Services Canada, Inc., the Other Loan Parties party thereto, certain of the Lenders party thereto which constitute the “Required Lenders,” and Bank of America, N.A., as Agent

Fourth Amendment to Credit Agreement, dated as of February 20, 2020, by and among Clean Harbors, Inc., Clean Harbors Industrial Services Canada, Inc., the Other Loan Parties party thereto, certain of the Lenders party thereto which constitute the "Required Lenders," and Bank of America, N.A., as Agent

Filed herewith

4.34K Amended and Restated Confirmation and Ratification of Ancillary Loan Documents dated as of October 28, 2020 among Clean Harbors, Inc., as the U.S.

Borrower, Clean Harbors Industrial Services Canada, Inc., as the Canadian Borrower, the subsidiaries of Clean Harbors, Inc.

listed on Annex A thereto or that thereafter become a party thereto as Grantors, and Bank of America, N.A., as Agent for its own benefit and the benefit of the other Lenders and Credit Parties

4.43 Credit Agreement dated as of June 30, 2017, among the Financial Institutions party thereto, as Lenders, Goldman Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent, Clean Harbors, Inc., as Borrower, and the Loan Guarantors from time to time party thereto

Security Agreement dated as of June 30, 2017, among Clean Harbors, Inc.

4.43A Security Agreement dated as of June 30, 2017, among Clean Harbors, Inc.

and its subsidiaries listed on Annex A thereto or that become a party thereto as the Grantors, and Goldman Sachs Lending Partners LLC, as the Agent

First Amendment to Credit Agreement dated as of June 30, 2017, among the Financial Institutions party thereto, as Lenders, Goldman Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent, Clean Harbors, Inc., as Borrower, and the Loan Guarantors from time to time party thereto.

Incremental Facility Amendment dated July 19, 2018, to Credit Agreement dated as of June 30, 2017, among the Financial Institutions party thereto, as Lenders, Goldman Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent, Clean Harbors, Inc., as Borrower, and the Loan Guarantors from time to time party thereto

4.43B First Amendment to Credit Agreement dated as of April 17, 2018, among the Financial Institutions party thereto, as Lenders, Goldman Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent, Clean Harbors, Inc., as Borrower, and the Loan Guarantors from time to time party thereto

Description Location

4.43C Incremental Facility Amendment dated July 19, 2018, to Credit Agreement dated as of June 30, 2017, among the Financial Institutions party thereto, as Lenders, Goldman Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent, Clean Harbors, Inc., as Borrower, and the Loan Guarantors from time to time party thereto

4.44 Intercreditor Agreement dated as of June 30, 2017, among Clean Harbors, Inc., and the subsidiaries of Clean Harbors, Inc.

4 unchanged sentences

10.43* Key Employee Retention Plan

Form of Severance Agreement under Key Employee Retention Plan with Confidentiality and Non-Competition Agreement

Clean Harbors, Inc.

10.43A* Form of Severance Agreement under Key Employee Retention Plan with Confidentiality and Non-Competition Agreement

10.52C* Clean Harbors, Inc.

Management Incentive Plan [as amended and restated effective January 1, 2017]

Clean Harbors, Inc.

2010 Stock Incentive Plan [as amended on May 10, 2010]

Revised form of Restricted Stock Award Agreement [Non-Employee Director] [for use under 2010 Stock Incentive Plan]

Revised form of Restricted Stock Award Agreement [Employee] [for use under Clean Harbors, Inc.

2010 Stock Incentive Plan]

Revised form of Performance-Based Restricted Stock Award Agreement [for use under Clean Harbors, Inc.

2010 Stock Incentive Plan]

Amendment to Section 8 and 10(i) of the Company’s 2010 Stock Incentive Plan

10.56* Mike Battles accepted offer letter effective as of January 6, 2016

1 unchanged sentence

2019 CEO Annual Incentive Bonus Plan

10.58* Clean Harbors, Inc.

2020 Stock Incentive Plan

10.58A* Form of Restricted Stock Award Agreement [Non-Employee Director] [for use under 2020 Stock Incentive Plan]

10.58B* Form of Restricted Stock Award Agreement [Employee] [for use under Clean Harbors, Inc.

2020 Stock Incentive Plan]

10.58C* Form of Performance-Based Restricted Stock Award Agreement [for use under Clean Harbors, Inc.

2020 Stock Incentive Plan]

21 Subsidiaries

Filed herewith

24 unchanged sentences

(10) Incorporated by reference to prospectus supplement dated November 28, 2012 filed on November 28, 2012 under the Company’s Registration Statement on Form S-3 (File No.

(11) Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on October 30, 2020.

(12) Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on November 2, 2016.

Incorporated by reference to the similarly numbered exhibit to the Company’s 8-K Report filed on June 30, 2017.

(13) Incorporated by reference to the similarly numbered exhibit to the Company’s Form 8-K Report filed on June 30, 2017.

(14) Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on April 17, 2018.

(15) Incorporated by reference to the similarly numbered exhibit to the Company's Report on Form 8-K filed on July 20, 2018.

(16) Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on July 3, 2019.

Incorporated by reference to the similarly numbered exhibit to the Company’s Form 8-K Report filed on April 17, 2018.

(17) Incorporated by reference to the similarly numbered exhibit to the Company’s Form 10-Q Quarterly Report for the quarterly period ended March 31, 1999.

1 unchanged sentence

(19) Incorporated by reference to Appendix B to the Company’s definitive proxy statement for its 2017 annual meeting of shareholders filed on April 26, 2017.

Incorporated by reference to the similarly numbered exhibit to the Company’s Form 8-K Report filed on May 14, 2010.

Incorporated by reference to Appendix B to the Company’s definitive proxy statement for its annual meeting of shareholders filed on March 22, 2013.

(20) Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on January 11, 2016.

(21) Incorporated by reference to Appendix A to the Company’s definitive proxy statement for its 2019 annual meeting of shareholders filed on April 24, 2019.

These interactive data files are furnished herewith and deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for

purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

(22) Incorporated by reference to Appendix A to the Company’s definitive proxy statement for its 2020 annual meeting of shareholders filed on April 24, 2020.

(23) Incorporated by reference to the similarly numbered exhibit to the Company’s Form 8-K Report filed on June 3, 2020.

(24) These interactive data files are furnished herewith and deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures