UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): May 6, 2010
 
HERITAGE-CRYSTAL CLEAN, INC.
(Exact name of registrant as specified in its charter)
 

Delaware
001-33987
26-0351454
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
2175 Point Boulevard
Suite 375
Elgin, Illinois
60123
(Address of principal executive offices)
(Zip Code)
 
Registrant's telephone number, including area code:   (847) 836-5670
 
Not Applicable
(Former name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
ITEM 5.07 Submission of Matters to a Vote of Security Holders.
 
On May 6, 2010, Heritage-Crystal Clean, Inc. (the “Company”) held its 2010 Annual Meeting of Shareholders (the “Annual Meeting”), pursuant to notice duly given.  The results of the voting for each of the proposals were as follows:
 
1.
Election of Directors.
 
Election of Class II Directors
 
For
 
Withheld
 
Broker
Non-Votes
 
Donald Brinckman
 
9,666,761
 
99,593
 
556,640
 
Charles E. Schalliol
 
9,670,761
 
95,593
 
556,640
 
 
Each director nominee was duly elected to serve until the Annual Meeting of Stockholders in 2013 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 1, 2011.
 
 
For
10,321,884
 
 
Against
1,102
 
 
Abstain
8
 
 
Broker Non-Votes
0  
 
Shareholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year ending January 1, 2011.
 
3.
To amend our amended and restated certificate of incorporation to increase the number of authorized shares of common stock from 15,000,000 to 18,000,000.
 
 
For
10,313,378
 
 
Against
9,015
 
 
Abstain
601
 
 
Broker Non-Votes
0  
 
Shareholders approved the amendment of the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares from 15,000,000 to 18,000,000.



 
 

 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
 
 
HERITAGE-CRYSTAL CLEAN, INC.
   
Date: May 13, 2010
 
 
By:      /s/ Greg Ray
Greg Ray
Title:   Chief Financial Officer, Vice President, Business Management
and Secretary