h79812_8kmay11.htm
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):  May 5, 2011
 

 
HERITAGE-CRYSTAL CLEAN, INC
(Exact name of registrant as specified in its charter)


Delaware
001-33987
26-0351454
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification Number)


2175 Point Boulevard
Suite 375
Elgin, IL
 
 
60123
(Address of Principal Executive Offices)
(Zip Code)


Registrant’s Telephone Number, including area code:  (847) 836-5670


Not Applicable
(Former name or former address, if changed since last report)


[  ]  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))
 


 
 
 

Item 5.07  Submission of Matters to a Vote of Security Holders.

On May 5, 2011, Heritage-Crystal Clean, Inc. (the “Company”) held its annual meeting of stockholders.  A total of 12,663,917 shares of common stock of the Company were represented in person or by valid proxy at the annual meeting, and the following actions were taken:
 
 
(i)
    
Election to the Board of Directors of the Company of the following three Class III Directors:
 
 
Director Nominee
 
 
Votes For
 
Votes Withheld
 
Broker
Non-Votes
  
         
    Bruce Buckmann
11,717,477
84,117
862,323
  
    Carmine Falcone
11,704,687
96,907
862,323
  
    Robert Willmschen, Jr.
11,782,473
19,121
862,323
  
         

 
 
For
 
Against
 
Abstain
Broker Nonvotes
         
(ii)   Ratification of appointment of Grant Thornton LLP as independent registered public accounting firm for the Company for the year ended December 31, 2011
12,645,319
700
17,898
0
         

 
For
Against
Abstain
Broker
 Nonvotes
         
(iii) Approval on an advisory basis of the named executive  officer compensation for fiscal 2010
11,773,900
5,275
22,419
862,323
         

 
 
One Year
 
Two Years
Three
Years
 
Abstain
Broker
Nonvotes
           
(iv)  Approval on the frequency of a stockholder vote on the named executive officer compensation
10,915,770
5,605
858,603
21,616
 
862,323
 
Based upon these voting results, the Board of Directors has decided that advisory votes on executive compensation will be submitted to shareholders on an annual basis until the next required advisory vote on the frequency of shareholder votes on executive compensation.

(v)
    
Approval of the 2008 Omnibus Incentive Plan for purposes of complying with the requirements of Section 162(m) of the Internal Revenue Code.

 
For
Against
Abstain
Broker Nonvotes
         
 
11,793,939
2,734
4,921
862,323
         



 
 
 

 
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.
 
   
HERITAGE-CRYSTAL CLEAN, INC.
   
(Registrant)



DATE:  May 11, 2011
BY
  
/s/ Gregory Ray
     
Gregory Ray
     
Chief Financial Officer, Vice President, Business Management and Secretary