ENVIRI Corp — Proxy Solicitation & Information Statement 2021

Mar 10, 2021

DEFA14A 1 d106794ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN

PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

HARSCO CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

Online Go to www.envisionreports.com/hsc or scan the QR code – login details are located in the shaded bar below.

Stockholder Meeting Notice

Important Notice Regarding the Availability of Proxy Materials for the

Annual Stockholder Meeting to be Held on April 20, 2021

Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual stockholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The Form 10-K, Notice of the 2021 Annual Meeting of Stockholders and Proxy Statement, and CEO Letter to stockholders are available at:

www.envisionreports.com/hsc

Easy Online Access – View your proxy materials and vote. Step 1: Go to www.envisionreports.com/hsc Step 2: Click on Cast Your Vote or Request Materials . Step 3: Follow the instructions on the screen to log in. Step 4: Make your selections as instructed on each screen for your delivery preferences. Step 5: Vote your shares.

When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.

Obtaining a Copy of the Proxy Materials – If you want to receive a copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. Please make your request as instructed on the reverse side on or before April 9, 2021 to facilitate timely delivery.

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Stockholder Meeting Notice

The 2021 Annual Meeting of Stockholders of Harsco Corporation will be held on Tuesday, April 20, 2021 at 9:00 a.m. Eastern Time, virtually via the Internet at www.meetingcenter.io/222996118. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. The password for this meeting is – HSC2021.

Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.

The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2, 3 and 4:

1. Election of Directors:

01 - J. F. Earl

02 - K. G. Eddy

03 - D. C. Everitt

04 - F. N. Grasberger III

05 - C. I. Haznedar

06 - M. Longhi

07 - E. M. Purvis, Jr.

08 - P. C. Widman

1. Ratification of the appointment of PricewaterhouseCoopers LLP as independent auditors for the fiscal year ending December 31, 2021.

2. Vote, on an advisory basis, to approve named executive officer compensation.

3. Vote on an Amendment No. 2 to the 2016 Non-Employee Directors’ Long-Term Equity Compensation Plan.

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go online or request a paper copy of the proxy materials to receive a proxy card.

●
–	Internet - Go to www.envisionreports.com/hsc. Click Cast Your Vote or Request Materials.
–	Phone - Call us free of charge at 1-866-641-4276.
–	Email - Send an email to investorvote@computershare.com with “Proxy Materials Harsco Corporation” in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse
side, and state that you want a paper copy of the meeting materials.
	To facilitate timely delivery, all requests for a paper copy of proxy materials must be received by April 9, 2021.