CLEAN HARBORS INC 10-K

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Common Stock Our common stock trades on the New York Stock Exchange ("NYSE") under the symbol CLH. On February 22, 2023, there were 252 stockholders of record of our common stock, excluding stockholders whose shares were held in nominee, or "street name" accounts through brokers or banks. On our last record date, approximately 55,000 additional stockholders beneficially held shares in street name accounts. We have never declared nor paid any cash dividends on our common stock, and we do not intend to pay any dividends on our common stock in the foreseeable future. We intend to retain our future earnings, if any, for use in the operation and expansion of our business, payment of our outstanding debt and for our stock repurchase program. In addition, our current revolving credit agreement and the indentures and loan agreement governing our other outstanding debt limit the amount we could pay as cash dividends on or for repurchase of our common stock. For additional information surrounding our stock repurchase program, see Note 15, "Stockholders' Equity," to our consolidated financial statements included in Item 8 of this report. Securities Authorized For Issuance Under Equity Compensation Plans See Item 12, "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters," for a description of the securities which are authorized for issuance under our equity compensation plans. Issuer Purchases of Equity Securities Period Total Number of Shares Purchased (1) Average Price Paid Per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (3) (in thousands) October 1, 2022 through October 31, 2022 1,567 $ 109.98 — $ 111,265 November 1, 2022 through November 30, 2022 54,918 115.49 52,098 105,265 December 1, 2022 through December 31, 2022 17,790 116.52 — 105,265 Total 74,275 52,098 _____________________ (1) Includes 22,177 shares withheld by us from employees to satisfy employee tax obligations upon vesting of restricted shares granted under our long-term equity incentive programs. (2) The average price paid per share of common stock repurchased under our stock repurchase program includes commissions paid to the brokers. (3) Our Board of Directors has authorized the repurchase of up to $600.0 million of our common stock. We have funded and intend to fund the repurchases through available cash resources. The stock repurchase program authorizes us to purchase our common stock on the open market or in privately negotiated transactions periodically in a manner that complies with applicable U.S. securities laws. The number of shares purchased and the timing of the purchases has depended and will depend on several factors, including share price, cash required for business plans, trading volume and other conditions. We maintain a repurchase plan in accordance with Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended. During the three months ended December 31, 2022, no shares were repurchased under the Rule 10b5-1 plan. Future repurchases may be made as open market or privately negotiated transactions as described above. We have no obligation to repurchase stock under this program and may suspend or terminate the repurchase program at any time. 27 Table Of Contents COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN AMONG CLEAN HARBORS, INC., NYSE COMPOSITE INDEX, S&P MIDCAP 400 INDEX, REFUSE SYSTEMS AND CUSTOM PEER GROUPS Performance Graph The following graph compares the five-year return from investing $100 in each of our common stock, the NYSE Composite Index, the S&P Midcap 400 Index, and two custom peer groups. In 2022, we reassessed our peers to maintain a group that closely aligns with the breadth and size of our current operations. As a result of this assessment, we established the following group as Peer Group (New): ABM Industries Incorporated, Advanced Drainage Systems, Inc., Chemed Corporation, Darling Ingredients, Inc., Emcor Group, Inc., GFL Environmental, Inc., Harsco Corporation, Healthcare Services Group, Inc., Heritage-Crystal Clean, Inc., Huntsman Corporation, Iron Mountain Incorporated, KBR, Inc, Quanta Services, Inc., Republic Services, Inc., Rollins, Inc., Stericycle, Inc., Tetra Tech, Inc., Waste Connections, Inc., and Waste Management, Inc. We had previously established our Peer Group in 2018 which comprised of the following group, included in the graph below as Peer Group (Old): American Water Works Company, Inc., Casella Waste Systems, Inc., Civeo Corporation, Covanta Holding Corporation, Heritage-Crystal Clean, Inc., Iron Mountain Incorporated, Newpark Resources, Inc., Oil States International, Inc., Republic Services, Inc., Stericycle, Inc., Superior Energy Services, Inc. and Waste Management, Inc. US Ecology had previously been in Peer Group Old, however was acquired by Republic Services in 2022 so is no longer listed. In accordance with the rules of the SEC, the performance graph presents both peer group indices in the year of the change. In future Annual Reports of Form 10-K, we expect to report only on Peer Group (New), and not the Peer Group (Old), in the performance graph, which we believe best illustrates a relevant peer index to the Company's current operations. The values illustrated assume reinvestment of dividends on the ex-dividend date and compares relative performance since a particular starting date. In this instance, the starting date was December 29, 2017, when our common stock closed at $54.20 per share. The graph is presented pursuant to SEC rules and is not meant to be an indication of our future performance. NOTE: Index Data: Copyright Standard and Poor’s, Inc. Used with permission. All rights reserved. 28 Table Of Contents ITEM 6. RESERVED