Current Report Filing (8-k)
January 31 2019 - 6:13AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 29, 2019
CHARAH SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-38523
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82-4228671
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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12601 Plantside Drive, Louisville, Kentucky
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40299
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(Address of principal executive offices)
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(Zip Code)
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(502)
245-1353
(Registrants telephone number, including area code)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☒
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On January 29, 2019, Bruce Kramer voluntarily resigned as Chief
Financial Officer, Treasurer and Secretary of Charah Solutions, Inc. (the Company), and from all directorships, committee memberships and officer positions held at any of the Companys subsidiaries. Mr. Kramer, age 57, has
served as the Companys Chief Financial Officer since joining the Company in 2007. In accordance with the terms of his employment agreement, Mr. Kramer is eligible to receive any accrued but unpaid obligations owed to him by the Company.
Mr. Kramers resignation is not related to any issues or disagreements regarding the Companys financial disclosures, accounting policies and practices.
On January 29, 2019, the Board of Directors of the Company (the Board) appointed Nicholas Jacoby, the Companys current
Vice PresidentFinance, as interim Chief Financial Officer and Treasurer until a permanent replacement is appointed. The Company has retained CarterBaldwin Executive Search to begin the process of searching for a permanent replacement for the
position of Chief Financial Officer.
There are no transactions between the Company and Mr. Jacoby that would require disclosure
under Item 404(a) of Regulation
S-K.
There are no arrangements or understandings between Mr. Jacoby and any other persons pursuant to which he was appointed as interim Chief Financial Officer and
Treasurer of the Company. While he serves as interim Chief Financial Officer and Treasurer, Mr. Jacobys base salary will be adjusted to $312,500, with a target bonus of 40% of his base salary.
Nicholas Jacoby, age 37, joined the Company in 2017 as Vice PresidentFinance. Prior to joining the Company, beginning in August 2015,
Mr. Jacoby served as the Senior Vice President of Asset Management for Ventas, Inc., an S&P 500 healthcare real estate investment trust. From March 2012 to August 2015, he served as Vice President of Asset Management for Ventas, Inc.
Mr. Jacoby has a B.S. in Business Administration Accountancy from the University of Louisville and an M.B.A. from the University of Louisville.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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CHARAH SOLUTIONS, INC.
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Date: January 30, 2019
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By:
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/s/ Scott Sewell
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Scott Sewell
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President and Chief Executive Officer
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