UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

~~OF THE~~ SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): ~~January 17~~February 10, 2025

Enviri Corporation (Exact name of registrant as specified in its charter)

(Exact name of Company as specified in its charter)

Delaware

001-03970

23-1483991

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Delaware	001-03970		23-1483991
Two Logan Square100-120 North 18th Street, 17th Floor				19103
(State or other jurisdiction of incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)
Philadelphia,		Pennsylvania
(Address of principal executive offices)				(Zip Code)

Two Logan Square 100-120 North 18th Street, 17th Floor Philadelphia, Pennsylvania				19103
(Address of principal executive offices)				(Zip Code)


			(267)			857-8715
			(Registrant’s telephone number, including area code)

~~(267)~~Check ~~857~~the appropriate box below if the Form 8-~~8715~~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 (~~Company’s~~17 ~~telephone~~CFR ~~number,~~230.425) ~~including~~☐ ~~area~~Soliciting ~~code~~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))

(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 Company 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

Ticker symbol(s)

Name of each exchange on which registered

Common Stock, par value $1.25 per share

NVRI

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 or Rule 12b-2 of the Securities Exchange Act of 1934. 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 14.01. Changes ~~Entry~~in ~~into~~Registrant's aCertifying ~~Material Definitive Agreement~~Accountant.

On ~~January~~February 1710, 2025, the Audit Committee of the Board of Directors (the “Audit Committee”) of Enviri Corporation (the “Company”) ~~entered~~approved ~~into~~the anengagement ~~agreement~~of ~~(the~~Deloitte ~~“Cooperation~~& ~~Agreement~~Touche LLP (“Deloitte”) ~~with~~as ~~Neuberger~~the ~~Berman~~Company’s ~~Group~~independent ~~LLC~~registered ~~and~~accounting ~~certain~~firm offor ~~its~~the ~~affiliates~~fiscal ~~(collectively~~year ending December 31, ~~“Neuberger~~2025 ~~Berman”)~~and related interim periods, subject to ~~cooperate~~Deloitte’s onsatisfactory completion of customary client acceptance procedures and the ~~addition~~execution of ~~two~~an ~~independent~~engagement ~~directors~~letter. toThe Audit Committee’s appointment of Deloitte marks the conclusion of the Company’s ~~Board~~previously ofdisclosed ~~Directors~~strategic (request-for-proposal process in 2024, which solicited proposals from accounting firms to provide audit services to the ~~“Board”).~~Company as its independent registered public accounting firm for the fiscal year ending December 31, 2025.

~~Pursuant~~During to the ~~Cooperation~~Company’s ~~Agreement,~~two ~~the~~most ~~Company~~recent ~~has~~fiscal ~~agreed,~~years ~~among~~ended ~~other~~December ~~things~~31, to2024 ~~cooperate~~and in2023, ~~good~~and ~~faith~~during ~~with~~the ~~Neuberger~~subsequent ~~Berman~~interim toperiod ~~identify~~through ~~and~~February 14, ~~agree~~2025, ~~upon~~neither ~~one~~the ~~Qualified~~Company ~~Independent~~nor ~~Candidate~~anyone ~~(as~~on ~~defined~~its inbehalf ~~the~~has ~~Cooperation~~consulted ~~Agreement)~~with byDeloitte ~~April 17,~~regarding ~~2025,~~either ~~and~~(1) ~~one~~the ~~additional~~application ~~Qualified~~of ~~Independent~~accounting ~~Candidate~~principles byto ~~September 14,~~a ~~2025~~specific ~~(each~~transaction, ancompleted ~~“Agreed~~or ~~Appointee”)~~proposed, ~~and~~or tothe ~~appoint~~type ~~each~~ of ~~the~~audit ~~two~~opinion ~~Agreed~~that ~~Appointees~~might tobe ~~the~~rendered ~~Board.~~on ~~The~~the Company’s ~~has~~consolidated ~~agreed~~financial ~~that~~statements, ~~after~~and anneither ~~Agreed Appointee (or~~ a ~~Replacement~~written ~~Director~~report ~~(as~~nor ~~defined~~oral ~~below))~~advice iswas ~~appointed~~provided to the ~~Board,~~Company ~~the~~that ~~Company~~Deloitte ~~will~~concluded ~~include~~was ~~the~~an ~~Agreed~~important ~~Appointee~~factor inconsidered by the ~~slate~~Company ofin ~~recommended~~reaching ~~nominees~~a ~~standing~~decision ~~for~~as ~~election~~to atany ~~the~~accounting, ~~Company’s~~auditing, ~~2025~~or ~~Annual~~financial ~~Meeting~~reporting ofissue, ~~Stockholders~~or ~~and~~(2) ~~its~~any ~~2026~~matter ~~Annual~~that ~~Meeting~~was ofeither ~~Stockholders~~the ~~and~~subject ~~recommend,~~of ~~support~~a ~~and~~“disagreement” ~~solicit~~(as ~~proxies~~defined ~~for~~in ~~their~~Item ~~election~~304(a)(1)(iv) inof ~~the~~Regulation ~~same~~S-K) ~~manner~~or asa it“reportable ~~does~~event” ~~for~~(as ~~the~~described ~~Company’s~~in ~~other~~Item ~~nominees~~304(a)(1)(v) ~~for~~of ~~director.~~Regulation S-K).

IfPricewaterhouseCoopers ~~an Agreed Appointee (or any replacement thereof) is unable or unwilling to serve as a director~~LLP, ~~resigns as a director or is removed as a director prior to~~ the ~~expiration~~Company’s ofcurrent ~~the~~independent ~~Standstill~~registered ~~Period~~public ~~(as~~accounting ~~defined below)~~firm, ~~the Company~~ will ~~cooperate~~cease ~~with~~providing ~~Neuberger~~services ~~Berman~~ to ~~promptly~~the ~~identify~~Company ~~and~~following ~~mutually~~the ~~agree~~filing ~~upon~~of aits ~~replacement~~Annual ~~Qualified~~Report ~~Independent~~on ~~Candidate~~Form (a10-K ~~“Replacement~~for ~~Director”) and will appoint~~ the ~~Replacement~~year ~~Director~~ending toDecember ~~the~~31, ~~Board~~2024.

The Company has agreed that each Agreed Appointee will be appointed to at least one standing committee of the Board, subject to their willingness to serve, and any new Committee established by the Board will include at least one Agreed Appointee.

Neuberger Berman has agreed to customary standstill provisions that extend for a period (the “Standstill Period”) until thirty (30) days prior to the deadline for submission of stockholder nominations for the Company’s 2027 Annual Meeting of Stockholders, subject to early termination in the event of a material breach of the Cooperation Agreement by the Company and/or in the event that two Agreed Appointees have not been mutually agreed upon by the Company and Neuberger Berman and appointed to the Company’s Board by September 14, 2025 (subject to the Standstill Period being reinstated when two Agreed Appointees shall have been appointed to the Board).

Neuberger Berman has also agreed that during the Standstill Period it will appear at the Company’s annual meetings of Stockholders and vote in favor of the Company’s director nominees and certain other matters.

The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full and complete terms of the Cooperation Agreement, which is attached as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

On January 21, 2025, the Company issued a press release announcing the Company’s entry into the Cooperation Agreement described in Item 1.01 hereto. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

The information under this Item 7.01 and Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.		Description
10.1*		Cooperation Agreement, dated January 17, 2025, between Enviri Corporation, Neuberger Berman Group LLC, and certain of its affiliates party thereto.
99.1**		Press Release, dated January 21, 2025.
104		Cover Page Interactive Data File (formatted as inline XBRL).

* Filed herewith

** Furnished herewith

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.

~~ENVIRI CORPORATION~~

ENVIRI CORPORATION

Date: January 21, 2025

/s/ Russell C. Hochman

Date: February 14, 2025

/s/ Tom G. Vadaketh

Russell C. Hochman

Tom G. Vadaketh

Senior Vice President and General Counsel, Chief Compliance Officer & Corporate Secretary

Senior Vice President and Chief Financial Officer

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