Enviri (NVRI) Proxy filing summary

Executive summary

• A special meeting is called to approve the sale of the Clean Earth Business to Veolia for $3.04 billion, with a portion of proceeds used for debt repayment, transaction expenses, and support for Harsco Rail contracts.

• The transaction involves a holding company merger, reorganization, distribution of New Enviri shares, and a subsequent merger with Veolia, resulting in New Enviri becoming a separate public company.

• Shareholders will receive one share of New Enviri for every three shares of CE Holdings and cash consideration of $14.50–$16.50 per share, determined before closing.

• The board unanimously recommends approval, citing a competitive sale process, premium to unaffected stock price, and improved financial position for New Enviri.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) approval of the merger agreement and merger, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) adjournment of the meeting if more votes are needed.

• Approval of the merger requires a majority of outstanding shares; the other proposals require a majority of shares present or by proxy.

• Appraisal rights are available for dissenting shareholders under Delaware law.

Board of directors and corporate governance

• The board conducted a multi-phase strategic review, considered multiple bids, and selected Veolia's offer based on price, certainty, and regulatory engagement.

• The board's decision was supported by financial and legal advisors and a fairness opinion from BofA Securities.

• All current non-employee directors will serve on the board of New Enviri post-separation.