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): ~~November~~December 2220, 2024


Enviri Corporation
(Exact name of Company as specified in its charter)

Delaware

001-03970

23-1483991

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Two Logan Square

100-120 North 18th Street, 17th Floor

19103

Philadelphia,

Pennsylvania

(Address of principal executive offices)

(Zip Code)


			(267)			857-8715
			(Company’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Ticker symbol(s)

Name of each exchange on which registered

Common Stock, par value $1.25 per share

NVRI

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 45.0102. ~~Changes~~ Departure inof ~~Registrant's~~Directors ~~Certifying~~or ~~Accountant~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~The~~On ~~Audit~~December 20, ~~Committee~~2024, ~~of the Board of Directors (the “Audit Committee”) of~~ Enviri Corporation (the “Company”) ~~authorized~~entered ~~management~~into toan ~~initiate~~amended aand ~~strategic~~restated ~~request-for-proposal~~change ~~process~~in ~~soliciting~~control ~~proposals~~severance ~~from~~agreement ~~accounting firms to provide audit services to~~ (the ~~Company~~“Amended asChange ~~its~~in ~~independent~~Control ~~registered~~Severance ~~public~~Agreement”) ~~accounting~~with ~~firm~~each ~~for~~of ~~the~~F. ~~fiscal~~Nicholas ~~year~~Grasberger ~~ending~~III, ~~December~~President ~~31,~~& ~~2025.~~Chief ~~The~~Executive ~~objective~~Officer of ~~this~~the ~~process~~Company, isTom toG. ~~practice~~Vadaketh, ~~good~~Senior ~~corporate~~Vice ~~governance~~President ~~with~~& ~~respect~~Chief toFinancial ~~the~~Officer ~~retention~~ of the Company’s, ~~independent~~Jennifer ~~registered~~O. ~~public~~Kozak, ~~accounting~~Senior ~~firm~~Vice asPresident ~~outlined~~& inChief ~~the~~Human ~~Company’s~~Resources ~~audit~~Officer ~~committee charter, including on-going evaluation~~ of the ~~firm’s qualifications~~Company, ~~independence,~~ and ~~renumeration~~Russell C. ~~Management~~Hochman, ~~requested~~Senior ~~proposals~~Vice ~~from~~President, ~~several~~General ~~independent~~Counsel, ~~registered~~Chief ~~public~~Compliance ~~accounting~~Officer ~~firms,~~& ~~including~~Corporate ~~PricewaterhouseCoopers~~Secretary ~~LLP~~of ~~(“PwC”),~~ the Company’s ~~current independent registered public accounting firm~~(each, inan ~~the process~~“Executive”).

OnPursuant ~~November 22,~~to ~~2024, PwC notified~~ the ~~Audit~~Amended ~~Committee~~Change ~~that~~in itControl ~~would~~Severance ~~not~~Agreement, beif ~~able~~the toCompany ~~meet~~terminates the ~~Company’s~~employment ~~economic~~of ~~expectations~~an ~~and,~~Executive ~~therefore,~~during ~~had~~the ~~decided~~Protection ~~not~~Period tofollowing ~~participate~~a Change in ~~the~~Control ~~request-~~for~~-proposal~~ ~~process~~reasons ~~and~~other tothan ~~decline~~Cause, toDisability ~~stand~~or ~~for~~Death, ~~re-election~~or asif the ~~Company’s~~Executive ~~independent~~shall ~~registered~~terminate ~~public~~their ~~accounting~~employment ~~firm~~ for ~~fiscal~~Good ~~year~~Reason, ~~2025.~~the ~~PwC’s~~Company ~~decision~~shall ~~was~~pay ~~not~~to the ~~result~~Executive of(i) ~~any~~the ~~disagreement~~Executive’s ~~with~~compensation accrued through the ~~Company~~Date onof ~~any~~Termination ~~matter~~or ofotherwise ~~accounting~~deferred ~~principles~~and ornot ~~practices~~yet paid, ~~financial~~plus ~~statement~~(ii) ~~disclosure~~a orlump ~~auditing~~sum ~~scope~~severance orpayment ~~procedure.~~equal ~~Unless~~to ~~PwC~~a ~~and~~multiple of the ~~Audit~~Executive’s ~~Committee~~Highest Base Salary plus a multiple of the ~~Board~~Executive’s ~~agree~~highest ~~otherwise,~~target ~~PwC~~incentive ~~will~~compensation ~~cease~~then ~~providing~~in ~~services~~effect. toThe ~~the~~applicable ~~Company~~multiple ~~following~~for ~~the~~Mr. ~~filing~~Grasberger ofis ~~its~~three, ~~Annual~~and ~~Report~~the onapplicable ~~Form~~multiple ~~10-K~~ for ~~the~~Messrs. ~~year~~Vadaketh ~~ending~~and ~~December~~Hochman ~~31,~~and ~~2024~~Ms. Kozak is two.

~~The~~In ~~reports~~the event the Company terminates the employment of ~~PwC~~an onExecutive during the ~~Company’s~~Protection ~~consolidated~~Period ~~financial~~following ~~statements~~a Material Divestment for reasons other than Cause, Disability or Death, or if the ~~fiscal~~Executive ~~years~~shall ~~ended~~terminate ~~December~~their 31employment for Good Reason, ~~2023~~in addition to the payments outlined in (i) and ~~2022~~(ii) ~~did~~above, ~~not~~any ~~contain~~unvested anand ~~adverse~~outstanding ~~opinion~~awards orgranted ato ~~disclaimer~~the ofExecutive ~~opinion,~~under the Company’s 2013 Equity and ~~were~~Incentive ~~not~~Compensation ~~qualified~~Plan (the “2013 Plan”) shall become immediately vested or ~~modified~~no aslonger subject to ~~uncertainty,~~restrictions ~~audit~~and ~~scope~~shall orbecome ~~accounting~~subject ~~principles.~~to the Change in Control rules set forth in each award and the 2013 Plan.

~~During~~The ~~the~~foregoing ~~years~~description ~~ended~~of ~~December~~the ~~31,~~Amended ~~2023~~Change ~~and~~in ~~2022,~~Control ~~and~~Severance ~~the~~Agreement ~~subsequent~~does ~~interim~~not ~~period~~purport ~~through~~to ~~November 22,~~be ~~2024,~~complete ~~there~~and ~~were~~is ~~(i)~~qualified noin ~~disagreements~~its ~~between~~entirety ~~the~~by ~~Company~~reference ~~and~~to ~~PwC~~the onfull ~~any~~text ~~matter~~ of ~~accounting~~the ~~principles~~Amended orChange ~~practices,~~in ~~financial~~Control ~~statement~~Severance ~~disclosure~~Agreement, ora ~~auditing~~copy ~~scope~~of ~~or procedure,~~ which, ifis ~~not~~filed ~~resolved~~as toExhibit ~~PwC’s~~10.1 ~~satisfaction, would have caused PwC~~ to ~~make~~this ~~reference~~Current toReport ~~the~~on ~~subject~~Form ~~matter~~8-K ofand ~~the~~incorporated ~~disagreement~~herein inby ~~connection~~reference. ~~with~~Capitalized ~~its~~terms ~~report~~not ~~for~~defined ~~such~~herein ~~years,~~have ~~and~~the ~~(ii)~~meanings noassigned ~~“reportable~~to ~~events”~~them ~~as defined~~ in ~~Item~~the ~~304(a)(1)(v)~~Amended ofChange ~~Regulation~~in ~~S-K~~Control ~~for~~Severance ~~such years and subsequent interim period through November 22, 2024~~Agreement.

In accordance with Item 304(a)(3) of Regulation S-K, the Company has provided PwC with a copy of this Current Report on Form 8-K and requested that PwC furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission (“SEC”) stating whether it agrees with the statements made herein and, if not, stating the respects in which it does not agree, as required by SEC rules. A copy of PwC’s letter, dated November 29, 2024, stating its agreement with the above statements, is attached as Exhibit 16.1 to this report.

The Company will disclose its engagement of a new independent registered public accounting firm once the evaluation process has been completed by the Company and the Audit Committee of the Board and as required by, and in accordance with, the SEC’s rules and regulations.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
16.1						Letter from PwC to the U.S. Securities and Exchange Commission dated November 29, 2024.
10.1						Form of Amended & Restated Change in Control Severance Agreement
104						Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ENVIRI CORPORATION

Date: November 29, 2024

/s/ Russell C. Hochman

Date: December 23, 2024

/s/ Russell C. Hochman

Russell C. Hochman

Senior Vice President and General Counsel,Chief Compliance Officer & Corporate Secretary

Filing Compare · ENVIRI Corp