ENVIRI Corp 8-K

What Happened
On May 4, 2026 Enviri Corporation held a Special Meeting of Stockholders and approved the Transaction Proposal to adopt the November 20, 2025 Agreement and Plan of Merger to sell its Clean Earth business to Veolia Environnement S.A. for an aggregate cash consideration of $3.04 billion (subject to customary adjustments). As of the March 20, 2026 record date there were 82,704,523 shares outstanding; 70,182,188 shares (84.85%) were represented at the meeting. The Transaction Proposal passed with 69,861,257 votes for, 144,168 against and 176,763 abstentions. A separate non‑binding, advisory vote on merger‑related executive compensation failed (14,466,837 for; 54,341,070 against; 1,374,280 abstentions). The company expects the merger to close mid‑year 2026, subject to conditions including effectiveness of the Form 10 registration statement for New Enviri.

Key Details

• Sale price: $3.04 billion in cash for Clean Earth (subject to customary adjustments).
• Voting turnout: 70,182,188 shares present or represented (≈84.85% of outstanding).
• Transaction vote result: 69,861,257 For; 144,168 Against; 176,763 Abstain.
• Advisory compensation vote: Not approved — 14,466,837 For; 54,341,070 Against; 1,374,280 Abstain.
• Closing condition: Subject to customary closing conditions, including the Form 10 effectiveness for New Enviri; anticipated mid‑2026 close.

Why It Matters
This 8‑K confirms Enviri will divest its Clean Earth operations to Veolia for $3.04B if closing conditions are met, a material strategic and cash transaction that will reshape the company’s asset base and capital position. The failed non‑binding executive compensation vote signals meaningful shareholder opposition to proposed pay related to the deal (though advisory only), which management and the board will likely note when finalizing transaction payouts. Completion timing and effects remain contingent on regulatory and registration conditions noted in the filing.