Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 19, 2014, the Board of Directors ("Board") of US Ecology, Inc.
("Company") appointed Katina Dorton to the Board, increasing the number of
directors to seven. Ms. Dorton will serve in this role until the Company's next
Annual Meeting of Stockholders.
Ms. Dorton, age 56, has more than 20 years of investment banking experience
advising corporate clients and their Boards of Directors on capital markets,
fund raising, mergers and acquisitions and other strategic transactions. Ms.
Dorton is currently a partner at Corise Co., a merchant and banking advisory
firm, and she provides consulting services to public and private companies in
the areas of M&A and strategic finance. She previously served as Managing
Director at Needham & Co., Managing Director-Investment Banking at Morgan
Stanley and as an attorney in private practice at Sullivan & Cromwell. Ms.
Dorton holds a J.D. from the University of Virginia School of Law, an M.B.A.
from George Washington University and a B.A. from Duke University.
Ms. Dorton was also appointed to the Board's Audit Committee. The Board has
determined that Ms. Dorton satisfies the definition of "independent director"
and all other requirements for service on the Board's Audit Committee under the
Nasdaq listing standards and applicable SEC requirements. The Board has also
determined that Ms. Dorton qualifies as an Audit Committee financial expert.
With Ms. Dorton's appointment, the Board's standing committees now consist of
the following Board members:
Audit: Daniel Fox (Chairman), Victor J. Barnhart, Katina Dorton
Compensation: Joe F. Colvin (Chairman), Daniel Fox, David M. Lusk
Corporate Governance: Victor J. Barnhart (Chairman), Daniel Fox, Joe F. Colvin
Ms. Dorton will participate under the Company's 2014-2015 Non-employee Director
Compensation Plan. Under this plan, Ms. Dorton will receive, on a pro-rated
basis, cash compensation of $30,000 and a restricted equity award with a value
equal to $50,000 that is subject to certain vesting restrictions. As a member of
the Audit Committee, Ms. Dorton will also receive, on a pro-rated basis, a cash
retainer of $7,000.
7.01 Regulation FD Disclosure.
On August 20, 2014, the Company issued a press release announcing the
appointment of Ms. Dorton to the Board. A copy of the press release is filed
with this Form 8-K as Exhibit 99.1.
The information in this report (including Exhibit 99.1) being furnished pursuant
to Item 7.01 shall not be deemed to be "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities of that section, nor shall it be deemed to be incorporated by
reference in any filing under the Securities Act of 1933 or the Exchange Act.
9.01 Financial Statements and Exhibits.
99.1 Press release issued by the Company on August 20, 2014.