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HERITAGE-CRYSTAL CLEAN, INC. FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

May 6, 2014



ITEM 5.07 Submission of Matters to a Vote of Security Holders.

On April 30, 2014, Heritage-Crystal Clean, Inc. (the "Company") held its 2014 Annual Meeting of Shareholders (the "Annual Meeting"), pursuant to notice duly given. The proposal to ratify the appointment of Grant Thornton LLP was a routine matter and, therefore, there were no broker non-votes relating to that matter. The results of the voting for each of these proposals were as follows:

1. Election of Directors.

Broker Election of Class III Directors For Withheld Non-Votes Bruce Bruckmann 14,632,609 568,010 1,240,675 Carmine Falcone 13,475,086 1,725,533 1,240,675 Robert W. Willmschen, Jr. 14,907,116 293,503 1,240,675



Each director nominee was duly elected to serve until the Annual Meeting of Stockholders in 2017 or until the director's successor has been duly elected and qualified, or until the earlier of the director's death, resignation or retirement.

2. To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending January 3, 2015. For 16,359,200 Against 94 Abstain 82,000



Shareholders ratified the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for fiscal year ending January 3, 2015.

3. Approval on an advisory basis of the named executive officer compensation for fiscal 2013. For 14,760,328 Against 88,147 Abstain 352,144 Broker Non-votes 1,240,675



Shareholders approved named executive officer compensation for the fiscal year ending December 28, 2013.

4. To approve the Company's Annual Incentive Plan for the purpose of complying with Section 162(m) of the Internal Revenue Code. For

14,751,939 Against 96,286 Abstain 352,394 Broker Non-votes 1,240,675



Shareholders approved the Company's Annual Incentive Plan.

5. To approve an amendment to the Company's Employee Stock Purchase Plan of 2008 to increase the number of shares available for issuance by 125,000. For

14,835,514 Against 4,163 Abstain 360,942 Broker Non-votes 1,240,675



Shareholders approved the amendment to increase the number of shares available under the Employee Stock Purchase Plan of 2008 by 125,000.

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6. To approve an amendment to the Company's Amended and Restated Bylaws to provide an exclusive Delaware forum for certain litigation and other proceedings. For

12,078,519 Against 3,035,438 Abstain 86,662 Broker Non-votes 1,240,675



Shareholders approved the amendment to the Company's Amended and Restated Bylaws.


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Source: Edgar Glimpses


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