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Casella Waste Systems (NASDAQ: CWST) holders back directors, pay and auditors

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Casella Waste Systems, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 4, 2026. Stockholders elected four Class II directors—Michael L. Battles, Edmond R. Coletta, Joseph G. Doody and Emily Nagle Green—to terms ending at the 2029 annual meeting.

Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers and ratified the appointment of RSM US LLP as independent auditors for the fiscal year ending December 31, 2026. A total of 70,229,069 votes were represented in person or by proxy, constituting a quorum.

Positive

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes represented (quorum) 70,229,069 votes Votes represented in person or by proxy at 2026 Annual Meeting
Votes for Michael L. Battles 50,246,273 votes Director election, Class II
Votes for Edmond R. Coletta 67,304,218 votes Director election, Class II
Votes for Joseph G. Doody 52,671,841 votes Director election, Class II (Class A Director)
Votes for Emily Nagle Green 45,499,951 votes Director election, Class II
Say-on-pay votes for 66,322,467 votes Advisory approval of named executive officer compensation
Auditor ratification votes for 67,536,781 votes Ratification of RSM US LLP as independent auditors for 2026
say-on-pay financial
"to approve, in an advisory “say-on-pay” vote, the compensation of the Company’s named executive officers"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
broker non-votes financial
"Nominee | Votes For | Votes Withheld | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
quorum financial
"representing 70,229,069 votes were represented in person or by proxy, constituting a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
independent auditors financial
"to ratify the appointment of RSM US LLP as the Company’s independent auditors"
Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.
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Understanding 8-K Material Events →
0000911177false00009111772026-06-042026-06-04

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): June 4, 2026
__________________________________________
Casella Waste Systems, Inc.
(Exact Name of Registrant as Specified in Charter)
__________________________________________
Delaware 000-23211 03-0338873
(State or Other Jurisdiction
of Incorporation)		 (Commission
File Number)		 (IRS Employer
Identification No.)
25 Greens Hill Lane,
Rutland,Vermont05701
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (802) 775-0325
Not applicable
(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 (see General Instruction A.2. below):
☐     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 classTrading
Symbol(s)		Name of each exchange
on which registered
Class A common stock, $0.01 par value per shareCWSTThe Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.07    Submission of Matters to a Vote of Security Holders.
At the 2026 Annual Meeting of Stockholders of Casella Waste Systems, Inc. (the “Company”) held on June 4, 2026 (the “Annual Meeting”), the Company’s stockholders voted on the following matters, which are described in detail in the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 17, 2026: (i) to elect four Class II directors, each to serve a term expiring at the 2029 Annual Meeting of Stockholders (“Proposal 1”); (ii) to approve, in an advisory “say-on-pay” vote, the compensation of the Company’s named executive officers (“Proposal 2”); and (iii) to ratify the appointment of RSM US LLP as the Company’s independent auditors for the fiscal year ending December 31, 2026 (“Proposal 3”). At the Annual Meeting, the stockholders of the Company elected the nominees of the Company’s Board of Directors (the “Board”), Michael L. Battles, Edmond R. Coletta, Joseph G. Doody and Emily Nagle Green, as Class II directors, and approved Proposal 2 and Proposal 3. At the Annual Meeting, the holders of shares of the Company’s Class A common stock and Class B common stock representing 70,229,069 votes were represented in person or by proxy, constituting a quorum.
Set forth below are the final voting totals for the proposals acted upon at the Annual Meeting:
Proposal 1:
The following nominees were elected to the Board as Class II directors, each to serve for a term expiring at the 2029 Annual Meeting of Stockholders.
NomineeVotes ForVotes WithheldBroker Non-Votes
Michael L. Battles50,246,27318,219,9101,762,886
Edmond R. Coletta67,304,2181,161,9651,762,886
Joseph G. Doody (Class A Director)52,671,8415,912,3421,762,886
Emily Nagle Green45,499,95122,966,2321,762,886
The terms of the following directors continued after the Annual Meeting: John W. Casella, William P. Hulligan, Rose Stuckey Kirk, Michael K. Burke, Douglas R. Casella and Gary Sova.
Proposal 2:An advisory “say-on-pay” vote on the compensation of the Company’s named executive officers was approved.
Votes ForVotes AgainstVotes AbstainingBroker Non-Votes
66,322,4671,840,247303,4691,762,886
Proposal 3:The appointment of RSM US LLP, an independent registered public accounting firm, as the Company’s independent auditors for the fiscal year ending December 31, 2026 was ratified.
Votes ForVotes AgainstVotes Abstaining
67,536,7812,672,49019,798
2

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.
 
 CASELLA WASTE SYSTEMS, INC.
Date: June 8, 2026 By: /s/ Bradford J. Helgeson
  Bradford J. Helgeson
  Executive Vice President and Chief Financial Officer

3

Source: View Original Filing on SEC EDGAR

FAQ

What did Casella Waste Systems (CWST) stockholders approve at the 2026 annual meeting?

Stockholders elected four Class II directors, approved an advisory say-on-pay vote on executive compensation, and ratified RSM US LLP as independent auditors for the fiscal year ending December 31, 2026, confirming the board’s recommended slate and proposals.

Who was elected to Casella Waste Systems’ board at the 2026 annual meeting?

Michael L. Battles, Edmond R. Coletta, Joseph G. Doody and Emily Nagle Green were elected as Class II directors. Their terms run until the 2029 Annual Meeting of Stockholders, extending continuity on Casella Waste Systems’ board of directors.

How many votes were represented at Casella Waste Systems’ 2026 annual meeting?

Holders of Class A and Class B common stock representing 70,229,069 votes were present in person or by proxy. This level of participation met quorum requirements, allowing the company to conduct official business and approve the proposals presented.

What were the vote totals for Casella Waste Systems’ say-on-pay proposal in 2026?

The advisory say-on-pay proposal received 66,322,467 votes for, 1,840,247 votes against, and 303,469 abstentions, with 1,762,886 broker non-votes. These results indicate stockholder support for Casella Waste Systems’ named executive officer compensation program.

How did stockholders vote on ratifying RSM US LLP for Casella Waste Systems?

Ratification of RSM US LLP as independent auditors received 67,536,781 votes for, 2,672,490 against, and 19,798 abstentions. This approval confirms stockholder backing for RSM US LLP to audit Casella Waste Systems’ financial statements for the 2026 fiscal year.

Which directors continued to serve after Casella Waste Systems’ 2026 annual meeting?

The terms of John W. Casella, William P. Hulligan, Rose Stuckey Kirk, Michael K. Burke, Douglas R. Casella and Gary Sova continued after the 2026 annual meeting. They remained on the board alongside the newly elected Class II directors.

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