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): July 9, 2020
____________________________
CHARAH SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
____________________________
Delaware
001-38523
82-4228671
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
 
 
 
12601 Plantside Drive
Louisville, Kentucky
 
40299
(Address of principal executive offices)
 
(Zip Code)
 
(Registrant’s telephone number, including area code): (502) 245-1353
____________________________
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:
¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading symbol(s)
 
Name of each exchange on which registered
Common Stock, par value $0.01 per share
 
CHRA
 
New York Stock Exchange
____________________________
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 x
 
 
 
 
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 1.01.
Entry into a Material Definitive Agreement.
On July 9, 2020, Charah Solutions, Inc. (the “Company”) received a Waiver of Right Under Stockholders’ Agreement (CEP Holdings, Inc.) (the “Waiver”) from CEP Holdings, Inc. (“CEP Holdings”) irrevocably waiving CEP Holdings’ right to nominate Charles E. Price to the Board of Directors of the Company pursuant to Section 2.1(d) of the Stockholders’ Agreement (the “Agreement”) dated June 18, 2018 entered into among the Company, Bernhard Capital Partners Management, LP, CEP Holdings and other stockholders signing the Agreement. The Company acknowledged receipt of the Waiver.
The foregoing description of the terms and conditions of the Waiver does not purport to be complete and is qualified in its entirety by reference to the full text of the Waiver, a copy of which is filed as Exhibit 4.1 hereto and incorporated herein by reference.
Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits





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.

 
 
 
 
 
 
CHARAH SOLUTIONS, INC.
 
 
 
 
 
 
 
 
Date:
July 15, 2020
By:
/s/ Scott A. Sewell
 
 
Name:
Scott A. Sewell
 
 
Title:
President and Chief Executive Officer
 
 
 
 

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