Industry Veteran Has More Than Four Decades of
Waste Management Experience
Will Join Another Industry Veteran James E.
O’Connor in Standing for Election to Board at 2015 Annual
Meeting
Company Announces Corporate Governance
Enhancements
Casella Waste Systems, Inc. (Nasdaq:CWST) (“Casella” or the “Company”), a regional solid waste, recycling, and
resource management services company, today announced the
appointment of waste management industry veteran, William P.
Hulligan, to Casella’s Board of Directors (the “Board”) effective September 1, 2015.
Mr. Hulligan is the former President and Chief Operating Officer
of Progressive Waste Solutions, one of North America's largest
full-service waste management companies which provide non-hazardous
solid waste collection, recycling and disposal services to
commercial, industrial, municipal and residential customers. He
brings to the Casella Board more than 40 years of experience in the
waste management industry, including a 24-year career at Waste
Management, Inc., the largest provider of comprehensive waste
management services in North America. During his tenure as
Executive Vice President and President of Waste Management’s North
American Solid Waste Division, annual revenue for Waste Management
grew from approximately $1 billion to more than $6 billion.
Following his time at Waste Management, Mr. Hulligan served seven
years as Executive Vice President of Waste Services Inc., a
publicly-traded multi-regional, integrated solid waste services
company, providing collection, transfer, landfill disposal and
recycling services for commercial, industrial and residential
customers in the United States and Canada.
“Bill is an outstanding addition to the Casella Board," said
John W. Casella, Chairman and CEO of Casella. “Bill’s appointment
brings a tremendous amount of experience to our Board and his
understanding of the waste industry, gained both as an executive
officer and a public company board member, will greatly benefit
Casella as we continue to move forward with our strategic business
plan.”
“I am thrilled to serve on the Casella Board,” said Mr.
Hulligan. “I have been involved in the waste management industry
for much of my life and have come to greatly admire Casella and its
team. I have long believed that Casella has a unique opportunity in
the waste management industry to drive growth and create value for
stockholders and, as such, I have closely followed Casella and
currently own 100,000 shares of Casella stock, shares which I
purchased never expecting that I would be offered the opportunity
to join the Casella Board. I look forward to contributing my
experience and insight to the Casella Board in its efforts to bring
Casella along the path of producing strong financial and strategic
results.”
Mr. Hulligan will replace current director James P. McManus as a
Class III director who, following ten years of dedicated service to
Casella, has chosen to retire from the Casella Board. As a Class
III director, Mr. Hulligan will stand for election at Casella's
2015 Annual Meeting of Stockholders. The Casella Board has
determined that Mr. Hulligan is an "independent director" as
defined under Rule 5605(a)(2) of the NASDAQ Marketplace Rules. In
connection with his appointment to the Casella Board, Mr. Hulligan
was appointed to the Board’s Audit Committee.
Added Mr. Casella, "On behalf of the entire Board and management
team, I would like to sincerely thank Jim McManus for his 10 years
of dedicated service to our Board and the Company as a whole. Jim’s
counsel and contributions over the past decade have proven to be an
extremely valuable asset for Casella.”
Today’s announcement follows the appointment this past July of
another waste management industry veteran, James E. O’Connor, to
the Casella Board and reflects the Casella Board’s 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. With
the appointments of industry veterans O’ Connor and Hulligan, the
Casella Board is now composed of nine highly-qualified and
experienced directors, seven of whom are independent, and boast 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.
Corporate Governance Enhancements
In addition to today’s Board appointment, Casella also announced
that its Board of Directors has unanimously voted to approve a
number of significant corporate governance enhancements. These
corporate governance enhancements are the result of a comprehensive
process conducted by Casella’s Board, in conjunction with its
Nominations and Governance Committee, to enhance the Company’s
corporate governance practices in response to stockholder
input.
“Both our Board and management are committed to enhancing
Casella’s corporate governance practices to be more consistent with
best practices,” said Mr. Casella. “In accordance with the
recommendation of the Nominations and Governance Committee, our
Board has determined that it is in the best interests of Casella
and our stockholders to adopt these corporate governance
enhancements which we believe will serve the long-term interests of
stockholders.”
The corporate governance enhancements consist of the following
actions: (i) the adoption of a majority vote resignation policy for
the election of directors in uncontested director elections, (ii)
the adoption of stock ownership guidelines and a compensation
clawback policy applicable to all executive officers who are
required to file reports pursuant to Section 16 of the Securities
Exchange Act of 1934, as amended, (iii) the adoption of a policy
restricting any hedging and pledging activities with respect to
Casella’s securities, which is contained within Casella’s insider
trading policy, (iv) the adoption of an amendment to Casella’s 2006
Stock Incentive Plan to provide that the Casella Board may not
cancel in exchange for a cash payment any outstanding option with
an exercise price per share above the then-current fair market
value or take any other action under the Plan that constitutes a
“repricing” within the meaning of the rules of the NASDAQ Stock
Market, and (v) the adoption of a policy providing that any new
employment agreements to be entered into by Casella will not
contain any provisions providing for gross-up payments for excise
taxes paid under Section 4999 of the Internal Revenue Code of 1986,
as amended. Revised Corporate Governance Guidelines are accessible
on the corporate governance section of Casella’s website,
www.casella.com.
About William P. Hulligan
Mr. William (“Bill”) P. Hulligan, 72, served as the President
and Chief Operating Officer of Progressive Waste Solutions Ltd.
from 2012 to 2014 and as President USA and Executive Vice President
of Florida operations from 2010 to 2012. He served as a senior
advisor to Progressive from 2014 until 2015.
From 2003 to 2010, Mr. Hulligan served as an Executive Vice
President of North America Operations of Waste Services, Inc.
Mr. Hulligan has over 40 years’ experience in the waste
management industry. He has extensive operational and executive
experience having held several positions throughout his twenty year
career with Waste Management, Inc. He served as the Executive Vice
President of Waste Management North America from 1996 to 1997. Mr.
Hulligan also served as President of Midwest Group of Waste
Management, Inc. from 1993 to 1996, President of North East Group
from 1992 to 1993 as well as an Executive Vice President and
President of Waste Management North America from 1984 to 1992. He
served as a Consultant to Waste Management, Inc. from 1997 to
2003.
Mr. Hulligan previously served as a member of the Board of
Directors of two publicly-traded waste management companies,
EarthCare Company and OHM Corporation. He has also served on the
Board of Directors of the Environmental Industry Association as
well as on the board of Trustees at John Carroll University and
Bradley 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 company's 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 the
Company’s stockholders in connection with the matters to be
considered at the Company’s 2015 Annual Meeting of Stockholders.
Information regarding the names of the Company’s directors and
executive officers and their respective interests in the Company by
security holdings or otherwise can be found in the Company’s Form
10-KT/A for the transition period from May 1, 2014 to
December 31, 2014, filed with the Securities and Exchange
Commission (“SEC”) on April 30,
2015. To the extent holdings of the Company’s securities have
changed since the amounts set forth in the Company’s Form 10-KT/A
for the transition period from May 1, 2014 to
December 31, 2014, such changes have been reflected on Initial
Statements of Beneficial Ownership on Form 3 or Statements of
Change in Ownership on Form 4 filed with the SEC. These documents
are available free of charge at the SEC’s website at www.sec.gov.
Casella intends to file a proxy statement and
accompanying WHITE proxy card with the SEC in
connection with the solicitation of proxies from Casella
stockholders in connection with the matters to be considered at the
Company’s 2015 Annual Meeting of Stockholders. Additional
information regarding the identity of participants, and their
direct or indirect interests, by security holdings or otherwise,
will be set forth in the Company’s proxy statement for its 2015
Annual Meeting, including the schedules and appendices
thereto. INVESTORS AND STOCKHOLDERS ARE STRONGLY ENCOURAGED
TO READ ANY SUCH PROXY STATEMENT AND THE ACCOMPANYING 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 will be able to obtain
the Proxy Statement, any amendments or supplements to the Proxy
Statement, the accompanying WHITE proxy card, and other documents
filed by Casella with the SEC for no charge at the SEC’s website at
www.sec.gov. Copies will also be available at no charge at the
Investor Relations section of the Company’s corporate website at
www.casella.com, by writing to the Company’s Corporate Secretary at
Casella Waste Systems, Inc., 25 Greens Hill Lane, Rutland, VT
05701, or by calling the Company’s Corporate Secretary at
(802) 772-2257.
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version on businesswire.com: http://www.businesswire.com/news/home/20150901006487/en/
Casella Waste Systems, Inc.Investors:Ned Coletta,
802-772-2239Chief Financial OfficerorMedia:Joseph Fusco,
802-772-2247Vice PresidentorSard Verbinnen & Co.Mark
Harnett/Zachary Tramonti212-687-8080
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