UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: February 21, 2018 (Date of earliest event reported) Advanced Disposal Services, Inc. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.) incorporation) 90 Fort Wade Road Ponte Vedra, Florida (Address of principal executive offices and zip code) (904) (Registrant s telephone number, including area code) (Former name or former address, if changed since last report.) 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: o Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ( of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( b-2 of this chapter). Emerging growth company o 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. o

2 Item 5.02 Certain Officers. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of (d) On February 21, 2018, the Board of Directors (the Board ) of Advanced Disposal Services, Inc. (the Company ) elected Ernest J. Mrozek as a director of the Company. Mr. Mrozek is considered an independent director under the New York Stock Exchange s corporate governance listing standards and the Company s Corporate Governance Guidelines. Mr. Mrozek is also considered financially literate under the New York Stock Exchange s corporate governance listing standards. Mr. Mrozek is expected to serve on the Audit Committee of the Board, and he qualifies as an audit committee financial expert pursuant to the rules of the Securities and Exchange Commission. Consistent with our director compensation program, Mr. Mrozek will be eligible to earn compensation for his services as a member of the Board, including an annual retainer equal to $50,000 and a grant of shares of restricted stock with a market value of $100,000 under the Advanced Disposal Services, Inc Omnibus Equity Plan scheduled to vest in full on the third anniversary of the date of grant. A copy of the press release related to the foregoing is furnished as Exhibit 99.1 to this Current Report and is incorporated by reference into this Item Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibits are furnished herewith: Exhibit No. Description 99.1 Press Release of Advanced Disposal Services, Inc., dated February 22, 2018 Announcing Changes to the Board of Directors 2

3 Exhibit Index Number and Description of Exhibit 99.1 Press Release of Advanced Disposal Services, Inc., dated February 22, 2018 Announcing Changes to the Board of Directors 3

4 Signature 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. Advanced Disposal Services, Inc. By: Name: Title: /s/ Jeffrey C. Everett Jeffrey C. Everett Vice President, Associate General Counsel Dated: February 22,

5 Exhibit 99.1 FOR IMMEDIATE RELEASE ADVANCED DISPOSAL APPOINTS ERNEST J. MROZEK TO ITS BOARD OF DIRECTORS PONTE VEDRA, Fla. (February 22, 2018) Advanced Disposal (NYSE: ADSW), an integrated environmental services company, announced today that Ernest J. Mrozek has joined the Board of Directors. Mr. Mrozek will replace Michael J. Hoffman on the Audit Committee. Mr. Hoffman will replace B. Clyde Preslar on the Compensation Committee. Mr. Mrozek served as Vice Chairman and Chief Financial Officer of The ServiceMaster Company at the time of his retirement in March He had 20 years of executive experience in various senior positions in general management, operations and finance at ServiceMaster. In the process, Mr. Mrozek developed extensive knowledge of the business services industry and gained valuable financial expertise and experience in mergers and acquisitions. Prior to joining ServiceMaster in 1987, Mr. Mrozek spent 12 years in public accounting with Arthur Andersen & Co. Mr. Mrozek received a bachelor of science degree in accountancy with honors from the University of Illinois and is a certified public accountant, on inactive status. Mr. Mrozek is currently a director of IDEX Corporation and served as lead director of G&K Services, Inc. until its sale in He has also served on the board of a large private company as well as several non-profit organizations. Mr. Mrozek s appointment became effective as of the close of business on February 21, 2018, and he meets the independence qualifications and financial literacy standards outlined by the New York Stock Exchange. Mr. Mrozek also qualifies as an audit committee financial expert pursuant to the rules of the Securities and Exchange Commission. We are extremely pleased that Mr. Mrozek is joining our Board, said Richard Burke, CEO. His extensive leadership experience across a number of disciplines will be invaluable to us, as we continue to grow as a public company. Forward-Looking Statements This press release contains forward-looking statements. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those described in such forward-looking statements, including but not limited to the cautionary warnings and risk factors included in the most recently filed Form 10-K with the SEC. About Advanced Disposal Services, Inc. Advanced Disposal (NYSE: ADSW) brings fresh ideas and solutions to the business of a clean environment. As the fourth largest solid waste company in the U.S., we provide integrated, non-hazardous solid waste collection, recycling and disposal services to residential, commercial, industrial, and construction customers across 16 states and the Bahamas. Our team is dedicated to finding effective, sustainable solutions to preserve the environment for future generations. We welcome you to learn more at or follow us on Facebook. Contact: Matthew Nelson Advanced Disposal (904) , Matthew.Nelson@AdvancedDisposal.com ###