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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