SEC Info - Covanta Holding Corp - ‘10-K’ for 12/31/19

Covanta Holding Corp – ‘10-K’ for 12/31/19 – ‘EX-4.8’

On: Tuesday, 2/25/20, at 4:37pm ET · For: 12/31/19 · Accession #: 225648-20-7 · File #: 1-06732

Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 2.18M 2: EX-4.8 Instrument Defining the Rights of Security Holders HTML 33K 3: EX-21.1 Subsidiaries List HTML 62K 4: EX-23.1 Consent of Experts or Counsel HTML 32K 5: EX-23.2 Consent of Experts or Counsel HTML 32K 9: EX-99.1 Miscellaneous Exhibit HTML 247K 6: EX-31.1 Certification -- §302 - SOA'02 HTML 36K 7: EX-31.2 Certification -- §302 - SOA'02 HTML 36K 8: EX-32 Certification -- §906 - SOA'02 HTML 32K 56: R1 Cover HTML 93K 97: R2 Consolidated Statements of Income HTML 113K 84: R3 Consolidated Statements of Comprehensive Income HTML 53K 16: R4 Consolidated Statements of Comprehensive Income HTML 32K (Paranthetical) 53: R5 Consolidated Balance Sheets HTML 115K 95: R6 Consolidated Balance Sheets (Parenthetical) HTML 50K 82: R7 Consolidated Statements of Cash Flows HTML 173K 20: R8 Consolidated Statements of Equity HTML 58K 50: R9 Organization and Summary of Significant Accounting HTML 211K Policies (Notes) 103: R10 Recent Accounting Pronouncements (Notes) HTML 38K 87: R11 New Business and Asset Management (Notes) HTML 50K 30: R12 Dispositions and Discontinued Operations (Notes) HTML 37K 66: R13 Equity and Earnings Per Share ("Eps") (Notes) HTML 45K 102: R14 Revenues (Notes) HTML 71K 86: R15 Stock-Based Award Plans HTML 137K 29: R16 Supplementary Information (Notes) HTML 96K 65: R17 Income Taxes (Notes) HTML 151K 101: R18 Accounts Receivable Securitization HTML 41K 88: R19 Equity Method Investments (Notes) HTML 76K 32: R20 Financial Instruments (Notes) HTML 77K 43: R21 Derivative Instruments (Notes) HTML 42K 107: R22 Intangible Assets and Goodwill HTML 95K 68: R23 Consolidated Debt (Notes) HTML 224K 31: R24 Leases (Notes) HTML 139K 42: R25 Commitments and Contingencies (Notes) HTML 50K 106: R26 Quarterly Data (Unaudited) HTML 81K 67: R27 Subsequent Events HTML 34K 33: R28 Schedule Ii Valuation and Qualifying Accounts HTML 71K 41: R29 Organization and Summary of Significant Accounting HTML 176K Policies (Policies) 62: R30 Organization and Summary of Significant Accounting HTML 165K Policies (Tables) 26: R31 Equity and Earnings Per Share ("Eps") (Tables) HTML 41K 89: R32 Revenues (Tables) HTML 37K 104: R33 Stock-Based Award Plans (Tables) HTML 129K 63: R34 Supplementary Information (Tables) HTML 98K 27: R35 Income Taxes (Tables) HTML 149K 90: R36 Accounts Receivable Securitization (Tables) HTML 38K 105: R37 Equity Method Investments (Tables) HTML 72K 64: R38 Financial Instruments (Tables) HTML 69K 25: R39 Derivative Instruments (Tables) HTML 34K 47: R40 Intangible Assets and Goodwill (Tables) HTML 100K 39: R41 Consolidated Debt (Tables) HTML 171K 69: R42 Leases (Tables) HTML 100K 108: R43 Commitments and Contingencies (Tables) HTML 39K 48: R44 Quarterly Data (Unaudited) (Tables) HTML 78K 40: R45 Schedule Ii Valuation and Qualifying Accounts HTML 71K (Tables) 70: R46 Organization and Summary of Significant Accounting HTML 328K Policies - Additional Information (Details) 109: R47 New Business and Asset Management (Details) HTML 143K 49: R48 Dispositions and Other (Additional Information) HTML 53K (Details) 38: R49 Earnings Per Share Computations (Details) HTML 41K 23: R50 REVENUES - Revenue Recognition (Details) HTML 38K 61: R51 Revenues (Details) HTML 36K 92: R52 Stock Based Compensation (Additional Details) HTML 55K (Details) 77: R53 Share Based Compensation - Restricted Stock Awards HTML 61K (Details) 22: R54 Share Based Compensation - Restricted Stock Units HTML 61K (Details) 60: R55 STOCK-BASED AWARD PLANS - Performance Share HTML 48K Narratives (Details) 91: R56 STOCK-BASED AWARD PLANS - Performance Shares HTML 40K Valuation Assumptions (Details) 76: R57 STOCK-BASED AWARD PLANS - Performance Shares HTML 50K Rollforward (Details) 24: R58 Stock Based Compensation - Stock Options (Details) HTML 86K 59: R59 Components of Other Operating Expenses (Details) HTML 46K 113: R60 Components of Impairment Charges (Details) HTML 31K 74: R61 Supplementary Balance Sheet Information (Details) HTML 62K 37: R62 SUPPLEMENTARY INFORMATION - Geographical HTML 45K Information (Details) 46: R63 Income Taxes - Additional Information (Detail) HTML 193K 111: R64 Accounts Receivable Securitization (Details) HTML 51K 71: R65 Equity Method Investments (Details) HTML 42K 34: R66 Equity Method Investments - Ownership Percentage HTML 46K in Equity Method Investments (Details) 44: R67 EQUITY METHOD INVESTMENTS - Summarized Financial HTML 57K Information (Details) 110: R68 Fair Value Measurement of Assets and Liabilities HTML 62K (Detail) 75: R69 FINANCIAL INSTRUMENTS Financial Instruments HTML 39K Recorded at Carrying Amount (Details) 80: R70 Summary of Fair Value of Derivative Instruments HTML 34K Not Designated as Hedging Instruments in Consolidated Balance Sheets (Detail) 93: R71 Derivative Instruments - Additional Information HTML 57K (Detail) 52: R72 Intangible Assets (Details) HTML 75K 15: R73 Schedule of Goodwill (Details) HTML 36K 85: R74 Consolidated Debt Table (Details) HTML 133K 98: R75 Credit Facilities (Details) HTML 114K 58: R76 Senior Notes (Details) HTML 64K 19: R77 Tax-Exempt Bonds (Details) HTML 79K 78: R78 CONSOLIDATED DEBT Tax-Exempt Variable Rate Demand HTML 32K Bonds due 2043 (Details) 99: R79 CONSOLIDATED DEBT Union Lease (Details) HTML 35K 81: R80 CONSOLIDATED DEBT Equipment Financing Arrangements HTML 62K (Details) 94: R81 Project Debt (Details) HTML 75K 54: R82 CONSOLIDATED DEBT Deferred Financing Costs HTML 34K (Details) 17: R83 CONSOLIDATED DEBT Capitalized Interest (Details) HTML 31K 83: R84 CONSOLIDATED DEBT Dublin Project Financing HTML 77K (Details) 96: R85 LEASES - Lease Cost (Details) HTML 39K 57: R86 LEASES - Balance Sheet Information (Details) HTML 48K 18: R87 LEASES - Supplemental Cash Flow Information HTML 43K (Details) 79: R88 LEASES - Lease Maturity Schedule (Details) HTML 68K 100: R89 LEASES - Narratives (Details) HTML 30K 112: R90 Commitments and Contingencies (Details) HTML 48K 72: R91 Quarterly Data (Unaudited) (Details) HTML 57K 36: R92 SUBSEQUENT EVENTS Subsequent Events (Details) HTML 56K 45: R93 Schedule II Valuation and Qualifying Accounts HTML 44K (Details) 51: R9999 Uncategorized Items - cva-123119x10k.htm HTML 39K 28: XML IDEA XML File -- Filing Summary XML 201K 55: XML XBRL Instance -- cva-123119x10k_htm XML 3.78M 21: EXCEL IDEA Workbook of Financial Reports XLSX 140K 11: EX-101.CAL XBRL Calculations -- cva-20191231_cal XML 283K 12: EX-101.DEF XBRL Definitions -- cva-20191231_def XML 1.54M 13: EX-101.LAB XBRL Labels -- cva-20191231_lab XML 2.80M 14: EX-101.PRE XBRL Presentations -- cva-20191231_pre XML 1.86M 10: EX-101.SCH XBRL Schema -- cva-20191231 XSD 295K 73: JSON XBRL Instance as JSON Data -- MetaLinks 558± 852K 35: ZIP XBRL Zipped Folder -- 0000225648-20-000007-xbrl Zip 628K

Exhibit 4.8

DESCRIPTION OF COMMON STOCK REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES AND DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

DESCRIPTION OF COMMON STOCK

The following description of the Common Stock of Covanta Holding Corporation, a Delaware corporation (the “Company”) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company’s Restated Certificate of Incorporation (the “Certificate”) and Amended and Restated Bylaws (the “Bylaws,” and together with the Certificate, the “Charter Documents”), each of which are incorporated by reference as an exhibit to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. For additional information, please read the Company’s Charter Documents and the applicable provisions of the Delaware General Corporation Law (the “DGCL”).\

Authorized Capital Shares

The Company is authorized to issue two classes of shares designated “Preferred Stock” and “Common Stock”, respectively. The total number of shares of capital stock the Corporation is authorized to issue is 260,000,000. The number of shares of Preferred Stock authorized to be issued is 10,000,000 and the number of shares of Common Stock authorized to be issued is 250,000,000. The par value of each share in each class is $.10. There is no Preferred Stock currently issued and outstanding.

Voting Rights

Each holder of an outstanding share of the Company’s Common Stock is entitled to cast one vote for each share registered on all matters to be voted upon by the stockholders. There shall be no cumulative voting of shares. Unless otherwise required by law or the Charter Documents, the election of directors in an uncontested election shall be decided by a majority of the votes cast at a meeting of the stockholders by the holders of stock entitled to vote in the election. A majority of the votes cast means that the number of shares voted “for” a nominee must exceed the votes cast “against” such nominee’s election (with abstentions and broker non-votes not counting as votes cast either for or against a nominee’s election and votes “withheld” being counted as votes “against”). In a contested election for directors, the election for directors shall be decided by plurality vote. Unless otherwise required by law or the Charter Documents, all other questions brought before any meeting of stockholders shall be decided by the vote of the holders of a majority of the total number of votes of the stock present in person or represented by proxy at the meeting and entitled to vote on such question, voting as a single class.

Power to Amend the Bylaws

The board of directors of the Company (the “Board”) or the stockholders of the Company may alter, amend or repeal the Bylaws, provided, however, that any amendment to the Bylaws by the stockholders shall require, in addition to any greater or additional vote required by Delaware law or the Certificate, the affirmative vote of the holders of a majority in voting power of the outstanding stock entitled to vote thereon.

Dividend Rights

The Board may, out of funds legally available therefor, at any regular or special meeting, declare dividends upon the then outstanding shares of Common Stock, subject to the rights, if any, of any preferred stockholders.

Liquidation Rights

Upon liquidation, dissolution or winding up, all holders of our common stock are entitled to share ratably in any assets available for distribution, after payment of any preferential amounts due to the holders of any series of our preferred stock.

Preemptive, Redemption or Conversion Rights

The Common Stock is not redeemable, is not subject to sinking fund provisions, does not have any conversion rights and is not subject to call. Holders of shares of Common Stock have no preemptive rights to maintain their percentage of ownership in future offerings or sales of stock of the Company.

Listing

Our Common Stock is traded on New York Stock Exchange under the trading symbol “CVA.”

This ‘10-K’ Filing

Date

Other Filings

Filed on:

2/25/20

For Period end:

12/31/19

DEF 14A

List all Filings

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/19/21 Covanta Holding Corp. 10-K 12/31/20 111:15M 8/12/20 Covanta Holding Corp. 424B2 1:1.5M Broadridge Fin’l So… Inc 8/11/20 Covanta Holding Corp. 424B5 1:1.5M Broadridge Fin’l So… Inc

Covanta Holding Corp – ‘10-K’ for 12/31/19 – ‘EX-4.8’

On: Tuesday, 2/25/20, at 4:37pm ET · For: 12/31/19 · Accession #: 225648-20-7 · File #: 1-06732

Previous ‘10-K’: ‘10-K’ on 2/19/19 for 12/31/18 · Next & Latest: ‘10-K’ on 2/19/21 for 12/31/20 · 3 References:

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

‘EX-4.8’ — Instrument Defining the Rights of Security Holders

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

3 Subsequent Filings that Reference this Filing

Covanta Holding Corp – ‘10-K’ for 12/31/19 – ‘EX-4.8’

On: Tuesday, 2/25/20, at 4:37pm ET · For: 12/31/19 · Accession #: 225648-20-7 · File #: 1-06732

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘EX-4.8’ — Instrument Defining the Rights of Security Holders

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

3 Subsequent Filings that Reference this Filing

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents