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Item 9A. Controls and Procedures

2024-02-21 compared with 2023-03-01 · 56 added, 46 removed, 186 unchanged (35% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Based on an evaluation under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, as of the end of the period covered by this Annual Report on Form 10-K, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined under Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) were effective as of December 31, 2022 to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Based on an evaluation under the supervision and with the participation of our Co-Chief Executive Officers and Chief Financial Officer, as of the end of the period covered by this Annual Report on Form 10-K, our Co-Chief Executive Officers and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined under Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) were effective as of December 31, 2023 to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and is accumulated and communicated to our management, including our Co-Chief Executive Officers and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management's Annual Report on Internal Control Over Financial Reporting

The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as that term is defined in Exchange Act Rule 13a-15(f).

Under the supervision and with the participation of the Company's management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of its internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Under the supervision and with the participation of the Company's management, including the Co-Chief Executive Officers and Chief Financial Officer, the Company conducted an evaluation of its internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Company's management evaluated the effectiveness of Clean Harbors' internal control over financial reporting as of December 31, 2023.

4 unchanged sentences

Limitations on the Effectiveness of Controls

The Company's management, including the Chief Executive Officer and Chief Financial Officer, does not expect that the Company's disclosure controls and procedures or the Company's internal control over financial reporting will prevent all errors and all fraud.

The Company's management, including the Co-Chief Executive Officers and Chief Financial Officer, does not expect that the Company's disclosure controls and procedures or the Company's internal control over financial reporting will prevent all errors and all fraud.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

12 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

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.

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, 2023, of the Company and our report dated February 21, 2024 expressed an unqualified opinion on those financial statements.

Basis for Opinion

16 unchanged sentences

Boston, Massachusetts

March 1, 2023

February 21, 2024

OTHER INFORMATION

Not applicable.

During the quarter ended December 31, 2023, no director or “officer” (as defined in Rule 16a-1(f)) of Clean Harbors, Inc.

adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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of outstanding options

and rights(a) Weighted average exercise

and rights Weighted average exercise

price of outstanding

options and rights(b) Number of securities

options and rights Number of securities

remaining available

1 unchanged sentence

compensation plan

(excluding securities

reflected in column

Equity compensation plan approved by security holders (1)

1 unchanged sentence

___________________________________________

(1) Includes the Company's 2020 Stock Incentive Plan (the "2020 Plan") under which there were no outstanding options but 1,657,661 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, 2022.

(1) Includes the Company's 2020 Stock Incentive Plan under which there were no outstanding options but 1,355,049 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, 2023.

See Note 17, "Stock-Based Compensation," to the Company's consolidated financial statements included in Item 8, "Financial Statements and Supplementary Data," in this report.

15 unchanged sentences

FORM 10-K SUMMARY

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.

Chief Executive Officer

/s/ MICHAEL L.

Co-Chief Executive Officer and Co-President

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.

Signature Title Date

MCKIM Chairman, President and Chief Executive Officer March 1, 2023

/s/ MICHAEL L.

BATTLES Executive Vice President and Chief Financial Officer March 1, 2023

DUGAS Senior Vice President, Finance and Chief Accounting Officer March 1, 2023

* Director March 1, 2023

Eugene Banucci

* Director March 1, 2023

BATTLES Co-Chief Executive Officer and Co-President February 21, 2024

Battles (Principal Executive Officer)

GERSTENBERG Co-Chief Executive Officer and Co-President February 21, 2024

Gerstenberg (Principal Executive Officer)

DUGAS Executive Vice President and Chief Financial Officer February 21, 2024

Dugas (Principal Financial and Accounting Officer)

* Founder, Executive Chairman and Chief Technology Officer February 21, 2024

* Director February 21, 2024

Andrea Robertson

* Director March 1, 2023

* Director February 21, 2024

Shelley Stewart, Jr.

* Director March 1, 2023

* Director February 21, 2024

Robert Willett

/s/ MICHAEL L.

Attorney-in-Fact

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

2.2 First Amendment to Acquisition Agreement by and between Safety-Kleen Services, Inc., as Seller, and Clean Harbors, Inc., as Purchaser, dated as of March 8, 2002

2.3 Second Amendment to Acquisition Agreement by and between Safety-Kleen Services, Inc.

as Seller, and Clean Harbors, Inc.

as Purchaser, dated as of April 30, 2002

2.4 Third Amendment to Acquisition Agreement by and between Safety-Kleen Services, Inc., as Seller, and Clean Harbors, Inc., as Purchaser, dated as of September 6, 2002

2.5 Fourth Amendment to Acquisition Agreement by and between Safety-Kleen Services, Inc., as Seller and Clean Harbors, Inc., as Purchaser, dated as of July 14, 2003

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.

7 unchanged sentences

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

4.34.1 First Amendment dated April 28, 2023 to 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

4.34.2 Sixth Amended and Restated Credit Agreement dated as of October 28, 2020, as amended through First Amendment thereto dated April 28, 2023, 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

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.

22 unchanged sentences

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

Description Location

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

2 unchanged sentences

2 to Credit Agreement, dated as of October 8, 2021, to Credit Agreement dated as of June 30, 2017, as previously amended, among Clean Harbors, Inc., as the Borrower, each of the entities listed as an Incremental Lender on the signature pages thereto, Goldman Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent, and the other Loan Parties as of the date thereof

4.43E Amendment No.

3 to Credit Agreement, dated June 3, 2023, among Clean Harbors, Inc., as Borrower, and Goldman Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent, to that certain Credit Agreement dated as of June 30, 2017, as previously amended, 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

4.43F Amendment No.

4 to Credit Agreement dated as of December 27, 2023, 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.

18 unchanged sentences

10.59* Michael Battles accepted offer letter dated November 1, 2022

10.60* Severance Agreement dated as of November 1, 2022 between Michael Battles and Company

10.60* Severance Agreement dated as of November 1, 2022 between Michael Battles and the Company

10.61* Eric Gerstenberg accepted offer letter dated November 1, 2022

10.62* Severance Agreement dated as of November 1, 2022 between Eric Gerstenberg and Company

10.62* Severance Agreement dated as of November 1, 2022 between Eric Gerstenberg and the Company

10.63* Alan McKim accepted offer letter dated November 1, 2022

2 unchanged sentences

10.65* Brian Weber accepted offer letter dated February 24, 2023

19 Insider Trading Policy

Filed herewith

21 Subsidiaries

4 unchanged sentences

Filed herewith

31.1 Rule 13a-14a/15d-14(a) Certification of the CEO Alan S.

31.1 Rule 13a-14a/15d-14(a) Certification of the Co-CEO Michael L.

Filed herewith

31.2 Rule 13a-14a/15d-14(a) Certification of the CFO Michael L.

31.2 Rule 13a-14a/15d-14(a) Certification of the Co-CEO Eric W.

Filed herewith

31.3 Rule 13a-14a/15d-14(a) Certification of the CFO Eric J.

Filed herewith

32 Section 1350 Certifications

Filed herewith

97 Clawback Policy

Filed herewith

101 The following materials from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, formatted in iXBRL (Inline eXtensible Business Reporting Language):

3 unchanged sentences

* A “management contract or compensatory plan or arrangement” filed as an exhibit to this report pursuant to Item 15(a)(3) of Form 10-K.

(1) Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on February 28, 2002.

(2) Incorporated by reference to the similarly numbered exhibit to the Company's Form 10-K Annual Report for the Year ended December 31, 2001.

(3) Incorporated by reference to the similarly numbered exhibit to the Company's Form 10-Q Quarterly Report for the Quarterly Period ended March 31, 2002.

(4) Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on September 25, 2002.

(5) Incorporated by reference to the similarly numbered exhibit to the Company's Form 10-Q Quarterly Report for the Quarterly Period ended June 30, 2003.

(1) Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on October 31, 2012.

5 unchanged sentences

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

(8) Incorporated by reference to the similarly numbered exhibit to the Company’s Form 10-Q Quarterly Report for the Quarterly Period ended March 31, 2023.

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

3 unchanged sentences

(13) Incorporated by reference to the similarly numbered exhibit to the Company’s Form 8-K Report filed on October 12, 2021.

(14) Incorporated by reference to the similarly numbered exhibit to the Company’s Form 10-Q Quarterly Report for the Quarterly Period ended June 30, 2023.

(15) Incorporated by reference to the similarly numbered exhibit to the Company’s Form 8-K Report filed on December 28, 2023.

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

(19) Incorporated by reference to the similarly numbered exhibit to the Company’s Form 8-K filed on January 25, 2023.

(17) Incorporated by reference to the similarly numbered exhibit to the Company’s Form 8-K Report filed on January 25, 2023.

(18) 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.

7 unchanged sentences

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