SEC Info - Clean Harbors Inc. - ‘10-K’ for 12/31/23

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Clean Harbors Inc. – ‘10-K’ for 12/31/23 – ‘EX-19’

On: Wednesday, 2/21/24, at 11:39am ET · For: 12/31/23 · Accession #: 822818-24-8 · File #: 1-34223

Previous ‘10-K’: ‘10-K’ on 3/1/23 for 12/31/22 · Latest ‘10-K’: This Filing · 24 References:

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/21/24  Clean Harbors Inc.                10-K       12/31/23  134:15M

Annual Report — Form 10-K — SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.63M 
 2: EX-19       Report Furnished to Security Holders                HTML     63K 
 3: EX-21       Subsidiaries List                                   HTML     82K 
 4: EX-23       Consent of Expert or Counsel                        HTML     34K 
 5: EX-24       Power of Attorney                                   HTML     39K 
10: EX-97       Clawback Policy re: Recovery of Erroneously         HTML     45K 
                Awarded Compensation                                             
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     39K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     39K 
 8: EX-31.3     Certification -- §302 - SOA'02                      HTML     39K 
 9: EX-32       Certification -- §906 - SOA'02                      HTML     38K 
16: R1          Cover                                               HTML    102K 
17: R2          Audit Information                                   HTML     40K 
18: R3          Consolidated Balance Sheets                         HTML    155K 
19: R4          Consolidated Balance Sheets (Parenthetical)         HTML     53K 
20: R5          Consolidated Statements of Operations               HTML    109K 
21: R6          Consolidated Statements of Operations               HTML     37K 
                (Parenthetical)                                                  
22: R7          Consolidated Statements of Comprehensive Income     HTML     71K 
23: R8          Consolidated Statements of Cash Flows               HTML    158K 
24: R9          Consolidated Statements of Stockholders' Equity     HTML     85K 
25: R10         Consolidated Statements of Stockholders' Equity     HTML     36K 
                (Parenthetical)                                                  
26: R11         Operations                                          HTML     38K 
27: R12         Significant Accounting Policies                     HTML    141K 
28: R13         Revenues                                            HTML    135K 
29: R14         Business Combinations                               HTML    100K 
30: R15         Disposition of Business                             HTML     38K 
31: R16         Inventories and Supplies                            HTML     44K 
32: R17         Property, Plant, and Equipment                      HTML     52K 
33: R18         Goodwill and Other Intangible Assets                HTML     90K 
34: R19         Accrued Expenses and Other Current Liabilities      HTML     45K 
35: R20         Closure and Post-Closure Liabilities                HTML     75K 
36: R21         Remedial Liabilities                                HTML    106K 
37: R22         Financing Arrangements                              HTML     80K 
38: R23         Income Taxes                                        HTML    122K 
39: R24         Earnings Per Share                                  HTML     58K 
40: R25         Stockholders' Equity                                HTML     42K 
41: R26         Accumulated Other Comprehensive Loss                HTML     86K 
42: R27         Stock-Based Compensation                            HTML     57K 
43: R28         Commitments and Contingencies                       HTML     57K 
44: R29         Leases                                              HTML    142K 
45: R30         Segment Reporting                                   HTML    143K 
46: R31         Pay vs Performance Disclosure                       HTML     47K 
47: R32         Insider Trading Arrangements                        HTML     41K 
48: R33         Significant Accounting Policies (Policies)          HTML    189K 
49: R34         Significant Accounting Policies (Tables)            HTML    131K 
50: R35         Revenues (Tables)                                   HTML    120K 
51: R36         Business Combinations (Tables)                      HTML     91K 
52: R37         Inventories and Supplies (Tables)                   HTML     44K 
53: R38         Property, Plant, and Equipment (Tables)             HTML     57K 
54: R39         Goodwill and Other Intangible Assets (Tables)       HTML    121K 
55: R40         Accrued Expenses and Other Current Liabilities      HTML     44K 
                (Tables)                                                         
56: R41         Closure and Post-Closure Liabilities (Tables)       HTML     76K 
57: R42         Remedial Liabilities (Tables)                       HTML    106K 
58: R43         Financing Arrangements (Tables)                     HTML     64K 
59: R44         Income Taxes (Tables)                               HTML    126K 
60: R45         Earnings Per Share (Tables)                         HTML     60K 
61: R46         Accumulated Other Comprehensive Loss (Tables)       HTML     87K 
62: R47         Stock-Based Compensation (Tables)                   HTML     53K 
63: R48         Commitments and Contingencies (Tables)              HTML     43K 
64: R49         Leases (Tables)                                     HTML    105K 
65: R50         Segment Reporting (Tables)                          HTML    148K 
66: R51         SIGNIFICANT ACCOUNTING POLICIES - Marketable        HTML     51K 
                Securities (Details)                                             
67: R52         SIGNIFICANT ACCOUNTING POLICIES - Cash, Cash        HTML     36K 
                Equivalents and Uncashed Checks (Details)                        
68: R53         SIGNIFICANT ACCOUNTING POLICIES - Allowances for    HTML     47K 
                Doubtful Accounts And Revenue Allowance (Details)                
69: R54         SIGNIFICANT ACCOUNTING POLICIES - Property, Plant   HTML     65K 
                and Equipment, net (Details)                                     
70: R55         SIGNIFICANT ACCOUNTING POLICIES - Goodwill          HTML     36K 
                (Details)                                                        
71: R56         SIGNIFICANT ACCOUNTING POLICIES - Permits and       HTML     44K 
                Other Intangibles (Details)                                      
72: R57         SIGNIFICANT ACCOUNTING POLICIES - Landfill          HTML    103K 
                Accounting and Non-Landfill Closure and                          
                Post-Closure Liabilities (Details)                               
73: R58         SIGNIFICANT ACCOUNTING POLICIES - Remedial          HTML     44K 
                Liabilities (Details)                                            
74: R59         SIGNIFICANT ACCOUNTING POLICIES - Defined           HTML     36K 
                Contribution Plan (Details)                                      
75: R60         SIGNIFICANT ACCOUNTING POLICIES - Advertising       HTML     36K 
                Expense (Details)                                                
76: R61         SIGNIFICANT ACCOUNTING POLICIES - Leases (Details)  HTML     44K 
77: R62         REVENUES - Narrative (Details)                      HTML     46K 
78: R63         REVENUES - Disaggregation of Revenue (Details)      HTML     92K 
79: R64         REVENUES - Contract Balances (Details)              HTML     41K 
80: R65         BUSINESS COMBINATIONS - Proposed 2024 Acquisition   HTML     40K 
                (Details)                                                        
81: R66         BUSINESS COMBINATIONS - 2023 Acquisitions           HTML     46K 
                (Details)                                                        
82: R67         BUSINESS COMBINATIONS - Assets Acquired and         HTML    132K 
                Liabilities Assumed (Details)                                    
83: R68         BUSINESS COMBINATIONS - 2022 Acquisitions           HTML     55K 
                (Details)                                                        
84: R69         BUSINESS COMBINATIONS - HydroChemPSC (Details)      HTML     49K 
85: R70         BUSINESS COMBINATIONS - Unaudited Pro Forma         HTML     40K 
                Financial Information (Details)                                  
86: R71         BUSINESS COMBINATIONS - Other 2021 Acquisition      HTML     51K 
                Activity (Details)                                               
87: R72         Disposition of Business (Details)                   HTML     46K 
88: R73         Inventories and Supplies (Details)                  HTML     45K 
89: R74         PROPERTY, PLANT AND EQUIPMENT - Schedule of         HTML     61K 
                Property, Plant and Equipment (Details)                          
90: R75         PROPERTY, PLANT AND EQUIPMENT - Additional          HTML     38K 
                Information (Details)                                            
91: R76         GOODWILL AND OTHER INTANGIBLE ASSETS - Changes to   HTML     56K 
                Goodwill (Details)                                               
92: R77         GOODWILL AND OTHER INTANGIBLE ASSETS -              HTML     59K 
                Finite-lived and Indefinite Lived Intangible                     
                Assets (Details)                                                 
93: R78         GOODWILL AND OTHER INTANGIBLE ASSETS - Additional   HTML     37K 
                Information (Details)                                            
94: R79         GOODWILL AND OTHER INTANGIBLE ASSETS - Expected     HTML     50K 
                Amortization (Details)                                           
95: R80         ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES -    HTML     48K 
                Schedule of Accrued Expenses (Details)                           
96: R81         ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES -    HTML     38K 
                Additional Information (Details)                                 
97: R82         CLOSURE AND POST-CLOSURE LIABILITIES - Changes in   HTML     65K 
                Post-Closure Liabilities (Details)                               
98: R83         CLOSURE AND POST-CLOSURE LIABILITIES - Anticipated  HTML     53K 
                Payments (Details)                                               
99: R84         REMEDIAL LIABILITIES - Changes in Remedial          HTML     73K 
                Liabilities (Details)                                            
100: R85         REMEDIAL LIABILITIES - Additional Information       HTML     45K  
                (Details)                                                        
101: R86         REMEDIAL LIABILITIES - Anticipated Payments         HTML     61K  
                (Details)                                                        
102: R87         REMEDIAL LIABILITIES - Estimates (Details)          HTML     91K  
103: R88         FINANCING ARRANGEMENTS - Summary of Long-term Debt  HTML     67K  
                (Details)                                                        
104: R89         FINANCING ARRANGEMENTS - Additional Information     HTML    195K  
                (Details)                                                        
105: R90         FINANCING ARRANGEMENTS - Summary of Redemption      HTML     53K  
                Prices (Details)                                                 
106: R91         INCOME TAXES - Provision for Tax Expense (Details)  HTML     97K  
107: R92         INCOME TAXES - Deferred Tax Assets and Liabilities  HTML     88K  
                (Details)                                                        
108: R93         INCOME TAXES - Valuation Allowance (Details)        HTML     47K  
109: R94         EARNINGS PER SHARE - Reconciliation of Basic and    HTML     67K  
                Diluted Earnings Per Share Computations (Details)                
110: R95         EARNINGS PER SHARE - Antidilutive Securities        HTML     42K  
                Excluded from Computation of Earnings Per Share                  
                (Details)                                                        
111: R96         Stockholders' Equity (Details)                      HTML     43K  
112: R97         ACCUMULATED OTHER COMPREHENSIVE LOSS - Components   HTML     72K  
                of AOCI (Details)                                                
113: R98         ACCUMULATED OTHER COMPREHENSIVE LOSS -              HTML     42K  
                Reclassification out of AOCI (Details)                           
114: R99         STOCK-BASED COMPENSATION - Additional Information   HTML     59K  
                (Details)                                                        
115: R100        STOCK-BASED COMPENSATION - Restricted Stock Awards  HTML     67K  
                (Details)                                                        
116: R101        STOCK-BASED COMPENSATION - Performance Stock        HTML     64K  
                Awards (Details)                                                 
117: R102        COMMITMENTS AND CONTINGENCIES - Legal and           HTML     48K  
                Administrative Proceedings (Details)                             
118: R103        COMMITMENTS AND CONTINGENCIES - Superfund           HTML     53K  
                Proceedings (Details)                                            
119: R104        COMMITMENTS AND CONTINGENCIES - Federal, State and  HTML     38K  
                Provincial Enforcement Actions (Details)                         
120: R105        COMMITMENTS AND CONTINGENCIES - Self Insurance      HTML     70K  
                Liabilities (Details)                                            
121: R106        LEASES - Supplemental Finance Lease Balance Sheet   HTML     51K  
                information (Details)                                            
122: R107        LEASES - Lease Expense (Details)                    HTML     52K  
123: R108        LEASES - Other Information related to Leases        HTML     60K  
                (Details)                                                        
124: R109        LEASES - Schedule of Future Lease Payments          HTML     74K  
                (Details)                                                        
125: R110        SEGMENT REPORTING - Additional Information          HTML     37K  
                (Details)                                                        
126: R111        SEGMENT REPORTING - Reconciliation of Third Party   HTML     54K  
                Revenues to Direct Revenues (Details)                            
127: R112        SEGMENT REPORTING - Reconciliation to Consolidated  HTML     70K  
                Statements of Income to Adjusted EBITDA (Details)                
128: R113        SEGMENT REPORTING - Schedule of Segment Reporting   HTML     58K  
                Information, by Segment (Details)                                
129: R114        SEGMENT REPORTING - Assets by Geographical Area     HTML     61K  
                (Details)                                                        
131: XML         IDEA XML File -- Filing Summary                      XML    242K  
134: XML         XBRL Instance -- clh-20231231_htm                    XML   3.57M  
130: EXCEL       IDEA Workbook of Financial Report Info              XLSX    266K  
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11: EX-101.SCH  XBRL Schema -- clh-20231231                          XSD    325K 
132: JSON        XBRL Instance as JSON Data -- MetaLinks              748±  1.13M  
133: ZIP         XBRL Zipped Folder -- 0000822818-24-000008-xbrl      Zip    965K

‘EX-19’ — Report Furnished to Security Holders

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

C: C:

Document

EXHIBIT 19

General Policies & Procedures

LW 5.0 Disclosure of Material Information/Insider Trading

1.Introduction & Statement of Policy

This Insider Trading Policy describes the standards of Clean Harbors, Inc. and its subsidiaries (collectively, the “Company”) on trading, and causing the trading of, the Company’s securities or securities of certain other publicly traded companies while in possession of confidential information. This Policy is divided into two parts: Part I applies to all of the Company’s directors, officers and employees and their respective immediate family members, and Part II imposes certain additional trading restrictions on members of the Company’s Board of Directors and Executive Staff (collectively, “Company Insiders”) and certain other employees that the Company’s Chief Financial Officer (“CFO”) or General Counsel may designate from time to time because of their position, responsibilities or their actual or potential access to material information. As used in this Policy, “Covered Persons” means, collectively, the Company Insiders and any such other designated employees.

One of the principal purposes of the federal securities laws is to prohibit so-called “insider trading.” Simply stated, insider trading occurs when a person uses material nonpublic information obtained through involvement with the Company to make decisions to purchase, sell, give away or otherwise trade the Company’s securities or the securities of certain other companies or to provide that information to others outside the Company. The prohibitions against insider trading apply to trades, tips and recommendations by virtually any person, including all persons associated with the Company, if the information involved is “material” and “nonpublic.” These terms are defined in this Policy under Part I, Section 2 below. The prohibitions would apply to any director, officer or employee who buys or sells securities on the basis of material nonpublic information that he or she obtained about the Company, its customers, suppliers, partners, competitors or other companies with which the Company has contractual relationships or may be negotiating transactions.

This Policy applies to all trading or other transactions in (i) the Company’s securities, including common stock, options and any other securities that the Company may issue, such as preferred stock, notes, and convertible securities, as well as to derivative securities relating to any of the Company’s securities, whether or not issued by the Company, and (ii) the securities of certain other companies, including common stock, options and other securities issued by those companies as well as derivative securities relating to any of those companies’ securities, where the person trading used information obtained while working for the Company. For this purpose, “trading” means any purchase, sale, simultaneous exercise of a stock option and sale of option shares (other than a sale consisting solely of forfeiture of shares to the Company in order to satisfy tax withholding requirements), loan (including subjecting any Company securities to a margin requirement), gift or similar transaction.

A person who violates insider trading laws by engaging in transactions in a company’s securities when he or she has material nonpublic information can be subject to fines and other criminal penalties. In addition, a person who tips others may also be liable for transactions by the tippees to whom he or she has disclosed material nonpublic information even if the tipper did not profit from the transaction.

Employees who violate this Policy may also be subject to disciplinary action by the Company, including dismissal for cause. Any exceptions to the Policy, if permitted, may only be

granted by the Company’s General Counsel and must be provided before any activity contrary to the above requirements takes place.

2.Administration.

The Company has appointed the Company’s General Counsel as the compliance officer for this Policy. Michael McDonald is the Company’s current General Counsel and his current email address is mcdonaldm@cleanharbors.com. If a change with respect to the General Counsel occurs while this Policy is in effect, the General Counsel will notify the then Covered Persons in writing. The role of the General Counsel under this Policy include, but are not limited to, the following:

(i)assisting with implementation and enforcement of this Policy;

(ii)circulating this Policy to all employees and ensuring that this Policy is amended as necessary to remain up-to-date with insider trading laws;

(iii)pre-clearing all trading in securities of the Company by Covered Persons in accordance with the procedures set forth in Part II, Section 3 below; and

(iv)reviewing, and if deemed appropriate approving, any Rule 10b5-1 Plans under Part II, Section 1(c) below and any prohibited transactions under Part II, Section 4 below.

3.Exceptions.

The trading restrictions in this Policy do not apply to the following:

(a)Vesting of Shares under Restricted Stock Awards. The vesting of shares under a restricted stock award and the withholding of shares to cover tax due are not restricted by this Policy. Newly vested shares, however, are subject to the restrictions under this Policy.

(b)ESPP. Purchasing Company shares through periodic automatic payroll contributions pursuant to a Company Employee Stock Purchase Plan ("ESPP"), if the Company then has an ESPP in effect. However, electing to enroll in an ESPP, making any changes in your elections under the ESPP and selling any Company stock acquired under the ESPP are subject to the trading restrictions under this Policy.

4.Inquiries.

If you have any questions regarding any of the provisions of this Policy, please contact the General Counsel.

PART I

1. General Policy: No Trading or Causing Trading While in Possession of Material Nonpublic Information.

(a)No director, officer or employee of the Company or any of their immediate family members may purchase or sell, or offer to purchase or sell, any Company security, whether or not issued by the Company, while in possession of material nonpublic information about the

1039418.4

Company. The terms “material” and “nonpublic” are defined in Part I, Section 2(a) and (b) below.

(b)No director, officer or employee of the Company or any of their immediate family members who knows of any material nonpublic information about the Company may communicate that information to (“tip”) any other person, including family members and friends, or otherwise disclose such information without the Company’s authorization.

(c)No director, officer or employee of the Company or any of their immediate family members may purchase or sell any security of any other publicly traded company while in possession of material nonpublic information that was obtained in the course of his or her involvement with the Company. No director, officer or employee of the Company or any of their immediate family members who knows of any such material nonpublic information may communicate that information to, or tip, any other person, including family members and friends, or otherwise disclose such information without the Company’s authorization.

(d)For compliance purposes, you should never trade, tip or recommend securities (or otherwise cause the purchase or sale of securities) while in possession of information that you have reason to believe is material and nonpublic unless you first consult with, and obtain the advance approval of, the General Counsel.

2. Definitions.

(a)Material. Insider trading restrictions come into play only if the information you possess is “material.” Materiality, however, involves a relatively low threshold. Information is generally regarded as “material” if it has market significance, that is, if its public dissemination is likely to affect the market price of securities, or if it otherwise is information that a reasonable investor would want to know before making an investment decision.

Information dealing with the following subjects is reasonably likely to be found material in particular situations:

(i)significant changes in the Company’s financial results or prospects;

(ii)significant write-downs in assets or increases in reserves;

(iii)developments regarding significant litigation or government agency investigations;

(iv)liquidity problems;

(v)changes in earnings estimates or unusual gains or losses in major operations;

(vi)major changes in the Company’s management or the board of directors;

(vii)changes in dividends;

(viii)extraordinary borrowings;

(ix)major changes in accounting methods or policies;

1039418.4

(x)award or loss of a significant contract;

(xi)cybersecurity risks and incidents, including vulnerabilities and breaches;

(xii)changes in debt ratings;

(xiii)proposals, plans or agreements, even if preliminary in nature, involving mergers, acquisitions, divestitures, recapitalizations, strategic alliances, licensing arrangements, or purchases or sales of substantial assets; and

(xiv)offerings of Company securities.

Material information is not limited to historical facts but may also include projections and forecasts. With respect to a future event, such as a merger, acquisition or introduction of a new product, the point at which negotiations or product development are determined to be material is determined by balancing the probability that the event will occur against the magnitude of the effect the event would have on a company’s operations or stock price should it occur. Thus, information concerning an event that would have a large effect on stock price, such as a merger, may be material even if the possibility that the event will occur is relatively small. When in doubt about whether particular nonpublic information is material, you should presume it is material. If you are unsure whether information is material, you should either consult the General Counsel before making any decision to disclose such information (other than to persons who need to know it) or to trade in or recommend securities to which that information relates or assume that the information is material.

(b)Nonpublic. Insider trading prohibitions come into play only when you possess information that is material and “nonpublic.” The fact that information has been disclosed to a few members of the public does not make it public for insider trading purposes. To be “public” the information must have been disseminated in a manner designed to reach investors generally, and the investors must be given the opportunity to absorb the information. Even after public disclosure of information about the Company, you must wait until the close of business on the second trading day after the information was publicly disclosed before you can treat the information as public.

Nonpublic information may include:

(i)information available to a select group of analysts or brokers or institutional investors;

(ii)undisclosed facts that are the subject of rumors, even if the rumors are widely circulated; and

(iii)information that has been entrusted to the Company on a confidential basis until a public announcement of the information has been made and enough time has elapsed for the market to respond to a public announcement of the information (normally two trading days).

As with questions of materiality, if you are not sure whether information is considered public, you should either consult with the General Counsel or assume that the information is nonpublic and treat it as confidential.

1039418.4

PART II

1. Blackout Periods.

All Covered Persons are prohibited from trading in the Company’s securities during blackout periods as defined below.

(a)Quarterly Blackout Periods. Trading in the Company’s securities is prohibited during the period beginning at the close of the market on the day which is the last day of each fiscal quarter and ending at the close of the market on the first trading day following the date the Company’s quarterly or annual financial results are publicly disclosed through a press release. During these periods, Covered Persons generally possess or are presumed to possess material nonpublic information about the Company’s financial results.

(b)Other Blackout Periods. From time to time, other types of material nonpublic information regarding the Company (such as negotiation of mergers, acquisitions or dispositions, investigations, assessment of cybersecurity incidents or new product developments, or adoption or modification of Company stock buyback programs) may be pending and not be publicly disclosed. While such material nonpublic information is pending, the Company’s CFO or General Counsel may impose special blackout periods during which Covered Persons are prohibited from trading in the Company’s securities. If the Company imposes a special blackout period, it will notify the Covered Persons affected.

(c)Exception. The trading restrictions relating to blackout periods described above do not apply to transactions under a pre-existing written plan, contract, instruction, or arrangement under Rule 10b5-1 under the Securities Exchange Act of 1934 which has been approved by the Company (an “Approved 10b5-1 Plan”). If you are considering entering into, modifying or terminating a 10b5-1 Plan or have any questions regarding 10b5-1 Plans, you must contact in advance the General Counsel. You should also consult your own legal and tax advisors before entering into, or modifying or terminating, a 10b5-1 Plan. A trading plan, contract, instruction or arrangement will not qualify as an Approved 10b5-1 Plan without the prior review and written approval of the General Counsel.

2. Trading Window.

Covered Persons are permitted to trade in the Company’s securities when no blackout period is in effect. Generally, this means that Covered Persons can trade during the period beginning on day that blackout period under Section 1(a) ends and ending on day that next blackout period under Section 1(a) begins. However, even during this trading window, a Covered Person who is in possession of any material nonpublic information should not trade in the Company’s securities until the information has been made publicly available or is no longer material. In addition, the Company may close this trading window if a special blackout period under Part II, Section 1(b) above is imposed and will re-open the trading window once the special blackout period has ended.

3. Pre-Clearance of Securities Transactions.

(a)All members of the Board of Directors and Executive Staff are required to confer with the General Counsel prior to engaging in any transaction in Company securities. Because these Company Insiders are likely to obtain material nonpublic information on a regular basis, the Company requires all such persons to refrain from trading, even during a trading window under Part II, Section 2 above, without first pre-clearing with the General Counsel all

1039418.4

transactions in the Company’s securities. Such pre-clearing will also assist Company Insiders in complying with their reporting of transactions required under Section 16 of the Securities Exchange Act of 1934, as amended. All Company Insiders are personally liable for and obligated to coordinate with the General Counsel the filing of appropriate reports with the SEC whenever they engage in any trade of a Company security.

(b)Subject to the exception in subsection (c) below, no members of the Board of Directors or Executive Staff may, directly or indirectly, purchase or sell (or otherwise make any transfer, gift, pledge or loan of) any Company security at any time without first obtaining prior approval from the General Counsel. These procedures also apply to transactions by such person’s spouse, other persons living in such person’s household and minor children and to transactions by entities over which such person exercises control.

(c)Pre-clearance is not required for purchases and sales of securities under an Approved 10b5-1 Plan once the applicable cooling-off period specified therein has expired. However, no trades may be made under an Approved 10b5-1 Plan until expiration of the applicable cooling-off period. With respect to any purchase or sale under an Approved 10b5-1 Plan, the third party carrying out transactions on behalf of the Company Insider should be instructed to send duplicate confirmations of all such transactions to the General Counsel.

4. Prohibited Transactions.

(a)Company Insiders are prohibited from trading in the Company’s equity securities during a blackout period imposed under an “individual account” retirement or pension plan of the Company, during which at least 50% of the plan participants are unable to purchase, sell or otherwise acquire or transfer an interest in equity securities of the Company, due to a temporary suspension of trading by the Company or the plan fiduciary.

(b)Company Insiders, including any such person’s spouse, other persons living in such person’s household and minor children and entities over which such person exercises control, are prohibited from engaging in the following transactions in the Company’s securities unless advance approval is obtained from the General Counsel:

(i)Short-term trading. Company Insiders who purchase Company securities may not sell any Company securities of the same class for at least six months after the purchase;

(ii)Short sales. Company Insiders may not sell the Company’s securities short;

(iii)Options trading. Company Insiders may not buy or sell puts or calls or other derivative securities on the Company’s securities;

(iv)Trading on margin or pledging. Company Insiders may not hold Company securities in a margin account or pledge Company securities as collateral for a loan; and

(v)Hedging. Company Insiders may not enter into hedging or monetization transactions or similar arrangements with respect to Company securities.

5. Acknowledgment and Certification.

1039418.4

All Covered Persons are required to sign and deliver to the General Counsel an Acknowledgment and Certification in the form attached to this Insider Trading Policy.

ACKNOWLEDGMENT AND CERTIFICATION

The undersigned does hereby acknowledge receipt of the Company’s Insider Trading Policy. The undersigned has read and understands such Policy and agrees to be governed by such Policy at all times in connection with the purchase and sale of securities and the confidentiality of nonpublic information.


			__________________________________ (Signature)
			__________________________________ (Please print name)
Date: ________________________

1039418.4

24 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/28/23  Clean Harbors Inc.                8-K:1,2,9  12/27/23   11:54M
 8/02/23  Clean Harbors Inc.                10-Q        6/30/23   86:60M
 5/03/23  Clean Harbors Inc.                10-Q        3/31/23   85:160M
 3/01/23  Clean Harbors Inc.                8-K:5,9     3/01/23   13:396K
 1/25/23  Clean Harbors Inc.                8-K:1,2,9   1/24/23   11:1.2M                                   Toppan Merrill/FA
11/02/22  Clean Harbors Inc.                8-K:5,9    11/01/22   16:481K
 3/16/22  Clean Harbors Inc.                8-K:5,9     3/16/22   11:366K
10/12/21  Clean Harbors Inc.                8-K:1,2,7,910/08/21   16:2.9M
 8/04/21  Clean Harbors Inc.                8-K:1,7,9   8/03/21   12:908K
 4/23/21  Clean Harbors Inc.                DEF 14A    12/31/20    1:2.4M
10/30/20  Clean Harbors Inc.                8-K:1,9    10/28/20   14:2.1M
 6/03/20  Clean Harbors Inc.                8-K:5,9     6/03/20   15:380K
 4/24/20  Clean Harbors Inc.                DEF 14A    12/31/19    1:5.5M
 7/03/19  Clean Harbors Inc.                8-K:1,2,9   7/02/19    4:1.2M
 7/20/18  Clean Harbors Inc.                8-K:1,2,9   7/19/18    4:321K
 4/17/18  Clean Harbors Inc.                8-K:1,2,9   4/17/18    2:1.1M
 6/30/17  Clean Harbors Inc.                8-K:1,2,9   6/30/17    6:2M
11/02/16  Clean Harbors Inc.                8-K:1,9    11/01/16    7:2M
11/28/12  Clean Harbors Inc.                424B2                  1:2.3M                                   Toppan Merrill-FA
10/31/12  Clean Harbors Inc.                8-K:1,9    10/26/12    3:674K                                   Toppan Merrill/FA
 5/12/11  Clean Harbors Inc.                8-K:5,9     5/09/11    2:125K                                   Toppan Merrill/FA
 3/01/11  Clean Harbors Inc.                10-K       12/31/10   49:8.8M                                   Toppan Merrill-FA
 5/19/05  Clean Harbors Inc.                8-K:5,9     5/18/05    2:197K                                   Toppan Merrill/FA
 5/14/99  Clean Harbors Inc.                10-Q        3/31/99    3:52K                                    Toppan Merrill-FA

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Clean Harbors Inc. – ‘10-K’ for 12/31/23 – ‘EX-19’

On: Wednesday, 2/21/24, at 11:39am ET · For: 12/31/23 · Accession #: 822818-24-8 · File #: 1-34223

Annual Report — Form 10-K — SEA’34Filing Table of Contents

‘EX-19’ — Report Furnished to Security Holders

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Annual Report — Form 10-K — SEA’34

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