Clean Harbors (CLH) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 20, 2026, with shareholders voting on director elections, executive compensation, and auditor ratification.

• Shareholders can vote via internet, phone, or mail, and are encouraged to provide instructions to brokers to ensure their votes are counted.

• The company uses a notice-and-access method for proxy materials, reducing costs and environmental impact.

Voting matters and shareholder proposals

• Four Class I directors are up for election to serve until 2029.

• Advisory vote on executive compensation (say-on-pay) is included.

• Ratification of Deloitte & Touche LLP as independent auditor for 2026 is proposed.

• Shareholder proposals for the 2027 meeting must be submitted by December 11, 2026.

Board of directors and corporate governance

• The board consists of 13 directors, with 77% independent; all committees are composed solely of independent directors.

• Board leadership includes an Executive Chairman, two Co-CEOs, and a Lead Independent Director.

• Four standing committees: Audit, Compensation and Human Capital, Corporate Governance and Sustainability, and Environmental, Health, and Safety.

• An Ad Hoc Cyber Committee oversees cybersecurity risks.

• Directors are evaluated for independence and diversity, with a focus on relevant skills and experience.