7 unchanged sentences
Based on their evaluation under the framework in Internal Control—Integrated Framework (2013) , the Company's management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2022 based on the criteria in the Internal Control—Integrated Framework (2013) .
−Removed: As permitted by the rules of the Securities and Exchange Commission, management has excluded HydroChemPSC, which we acquired on October 8, 2021, from its evaluation of the effectiveness of our internal controls over financial reporting as of December 31, 2021.
−Removed: In the aggregate, HydroChemPSC represented 10.2% of the total assets (excluding acquired goodwill and intangibles) and 4.4% of total revenue of the Company as of and for the year ended December 31, 2021.
Deloitte & Touche LLP, the independent registered public accounting firm that audited the Company's consolidated financial statements, has issued an attestation report on the effectiveness of the Company's internal control over financial reporting as of December 31, 2022, which is included below in this Item 9A of this Annual Report on Form 10-K.
17 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated February 23, 2022 expressed an unqualified opinion on those financial statements.
−Removed: As described in Management’s Annual Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at HydroChemPSC, which was acquired on October 8, 2021 and whose financial statements constitute 10.2% of total assets (excluding goodwill and intangibles which are included within the scope of management’s assessment) and 4.4% of total revenue of the consolidated financial statement amounts as of and for the year ended December 31, 2021.
−Removed: Accordingly, our audit did not include the internal control over financial reporting at HydroChemPSC.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the Company and our report dated March 1, 2023 expressed an unqualified opinion on those financial statements.
Basis for Opinion
16 unchanged sentences
Boston, Massachusetts
−Removed: February 23, 2022
+Added: March 1, 2023
OTHER INFORMATION
7 unchanged sentences
In addition to the information about the security ownership of certain beneficial owners and management and related stockholder matters which is incorporated herein by reference to the Company's definitive proxy statement for the Company's 2023 annual meeting of shareholders, the following table includes information as of December 31, 2022 regarding shares of common stock authorized for issuance under the Company's equity compensation plan.
−Removed: The Company's shareholders previously approved the plan.
+Added: The Company's shareholders approved the plan in 2020.
Plan Category Number of securities to
30 unchanged sentences
FORM 10-K SUMMARY
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on February 23, 2022.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on March 1, 2023.
CLEAN HARBORS, INC.
2 unchanged sentences
Signature Title Date
−Removed: MCKIM Chairman, President and Chief Executive Officer February 23, 2022
+Added: MCKIM Chairman, President and Chief Executive Officer March 1, 2023
/s/ MICHAEL L.
−Removed: BATTLES Executive Vice President and Chief Financial Officer February 23, 2022
−Removed: DUGAS Senior Vice President, Finance and Chief Accounting Officer February 23, 2022
−Removed: * Director February 23, 2022
+Added: BATTLES Executive Vice President and Chief Financial Officer March 1, 2023
+Added: DUGAS Senior Vice President, Finance and Chief Accounting Officer March 1, 2023
+Added: * Director March 1, 2023
Eugene Banucci
−Removed: * Director February 23, 2022
−Removed: * Director February 23, 2022
−Removed: * Director February 23, 2022
−Removed: * Director February 23, 2022
+Added: * Director March 1, 2023
+Added: * Director March 1, 2023
+Added: * Director March 1, 2023
+Added: * Director March 1, 2023
+Added: * Director March 1, 2023
Andrea Robertson
−Removed: * Director February 23, 2022
−Removed: * Director February 23, 2022
−Removed: * Director February 23, 2022
−Removed: * Director February 23, 2022
+Added: * Director March 1, 2023
+Added: * Director March 1, 2023
+Added: Shelley Stewart, Jr.
+Added: * Director March 1, 2023
+Added: * Director March 1, 2023
+Added: * Director March 1, 2023
Robert Willett
52 unchanged sentences
Bank National Association, as Trustee
+Added: 4.46 Indenture dated as of January 24, 2023, among Clean Harbors, Inc., the subsidiaries of Clean Harbors, Inc.
+Added: named therein as Guarantors, and U.S.
+Added: Bank Trust Company, National Association, as Trustee
10.43* Key Employee Retention Plan
10.43A* Form of Severance Agreement under Key Employee Retention Plan with Confidentiality and Non-Competition Agreement
−Removed: 10.52C* Clean Harbors, Inc.
−Removed: Management Incentive Plan [as amended and restated effective January 1, 2017]
10.52D* Clean Harbors, Inc.
Amended and Restated Management Incentive Plan
−Removed: 10.56* Mike Battles accepted offer letter effective as of January 6, 2016
10.58* Clean Harbors, Inc.
−Removed: 2019 CEO Annual Incentive Bonus Plan
−Removed: 10.58* Clean Harbors, Inc.
2020 Stock Incentive Plan
4 unchanged sentences
2020 Stock Incentive Plan]
+Added: 10.59* Michael Battles accepted offer letter dated November 1, 2022
+Added: 10.60* Severance Agreement dated as of November 1, 2022 between Michael Battles and Company
+Added: 10.61* Eric Gerstenberg accepted offer letter dated November 1, 2022
+Added: 10.62* Severance Agreement dated as of November 1, 2022 between Eric Gerstenberg and Company
+Added: 10.63* Alan McKim accepted offer letter dated November 1, 2022
+Added: 10.64* Eric J.
+Added: Dugas accepted offer letter dated February 24, 2023
+Added: 10.65* Brian Weber accepted offer letter dated February 24, 2023
21 Subsidiaries
24 unchanged sentences
(9) Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on May 12, 2011.
−Removed: (10) Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on April 6, 2021.
+Added: (10) Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on March 16, 2022.
(11) 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.
6 unchanged sentences
(18) Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on July 3, 2019.
+Added: (19) Incorporated by reference to the similarly numbered exhibit to the Company’s Form 8-K filed on January 25, 2023.
(20) 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.
(21) Incorporated by reference to the similarly numbered exhibit to the Company's Form 10-K Annual Report for the Year ended December 31, 2010.
−Removed: (21) 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.
(22) Incorporated by reference to Appendix A to the Company’s definitive proxy statement for its 2021 annual meeting of shareholders filed on April 23, 2021.
−Removed: (23) Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on January 11, 2016.
(23) 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.
−Removed: (25) 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.
(24) Incorporated by reference to the similarly numbered exhibit to the Company’s Form 8-K Report filed on June 3, 2020.
+Added: (25) Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on November 2, 2022.
+Added: (26) Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on March 1, 2023.
(27) 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.