---
schema_version: "secwatch.filing_event.v1"
accession: "0000045876-26-000084"
form_type: "8-K"
ticker: "NVRI"
cik: "0000045876"
company_name: "ENVIRI Corp"
filed_at: "2026-05-04T23:59:59+00:00"
generated_at: "2026-05-15T00:08:14.211682+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Enviri shareholders approve $3.04B sale of Clean Earth to Veolia; spin-off on track

## Summary
- 99.54% of votes cast approved Clean Earth sale to Veolia for $3.04B cash.
- Non-binding executive compensation proposal rejected (14.5M for, 54.3M against).
- New Enviri (post-spin) expects ~$1.2B pro forma revenue, 2.0x net debt/EBITDA, undrawn revolver.
- Closing targeted for mid-2026, subject to customary conditions.

## SEC filing metadata
- accession: 0000045876-26-000084
- form_type: 8-K
- ticker: NVRI
- cik: 0000045876
- company_name: ENVIRI Corp
- filed_at: 2026-05-04T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/45876/000004587626000084/0000045876-26-000084-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/45876/000004587626000084/hsc-20260504.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000045876-26-000084
- JSON: https://secwatch.observer/filing/0000045876-26-000084.json
- Plain text: https://secwatch.observer/filing/0000045876-26-000084.txt

## Key facts
- Shareholder Votes
  ENVIRI Corp shareholders approved To approve and adopt the Agreement and Plan of Merger, dated November 20, 2025, by and among the Company, CLEH, Inc., Enviri LLC, Veolia Environnement S.A., and Liberty Merger Sub Inc., and the merger of Merger Sub with and into CE Holdings. at the 2026-05-04 meeting.
  - Proposal: merger approval
  - Outcome: passed
  - Meeting: 2026-05-04
  source text: Transaction Proposal At the Special Meeting, the Transaction Proposal was approved, having received “FOR” votes from holders of a majority of the outstanding shares of Common Stock entitled to vote on the Transaction Proposal at the Special Meeting. The table below sets forth the voting results for this proposal: Votes For Votes Against Abstentions 69,861,257 144,168 176,763
  evidence_url: https://www.sec.gov/Archives/edgar/data/45876/000004587626000084/0000045876-26-000084-index.htm
- Shareholder Votes
  ENVIRI Corp shareholders rejected To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers in connection with the transactions contemplated by the Merger Agreement and the Separation Agreement. at the 2026-05-04 meeting.
  - Proposal: say on pay
  - Outcome: failed
  - Meeting: 2026-05-04
  source text: Non-Binding Merger-Related Executive Compensation Proposal At the Special Meeting, the Non-Binding Merger-Related Executive Compensation Proposal was not approved, having not received “FOR” votes from holders of a majority of the votes present in person or by proxy at the Special Meeting and entitled to vote on the proposal. The table below sets forth the voting results for this proposal: Votes For Votes Against Abstentions 14,466,837 54,341,070 1,374,280
  evidence_url: https://www.sec.gov/Archives/edgar/data/45876/000004587626000084/0000045876-26-000084-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.