UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~Pursuant~~ ~~to Section 13 or 15(d)~~

ofPURSUANT ~~The~~TO ~~Securities~~SECTION ~~Exchange~~13 ~~Act of~~OR ~~1934~~15(d)

~~Date~~OF ofTHE ~~Report:~~SECURITIES ~~August~~EXCHANGE ~~25, 2020~~ACT ~~(Date~~OF ~~of earliest event reported)~~1934

Date of Report (Date of Earliest Event Reported): September 25, 2020

Advanced Disposal Services, Inc.

(Exact Name of Issuer as Specified in Charter)

delaware	001-37904	90-0875845
Delaware	001-37904	90-0875845
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

90 Fort Wade Road

Ponte Vedra, Florida 32081

(Address of Principal Executive Offices)

(904) 737-7900

(Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code)

Check the appropriate box below if the ~~form~~ Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant 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))

~~Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the~~ Securities ~~Act~~registered ofpursuant ~~1933~~to ~~(§230.405~~Section ~~of this chapter~~12(b) ~~or Rule 12b-2~~ of the ~~Securities Exchange~~ Act ~~of 1934 (§240.12b-2 of this chapter)~~:

Emerging growth company o

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.01 par value		ADSW		New York Stock Exchange

IfIndicate ~~an emerging growth company, indicate~~ by check mark ifwhether the registrant ~~has~~is ~~elected~~an ~~not~~emerging growth tocompany ~~use~~as ~~the~~defined ~~extended~~in ~~transition~~Rule ~~period~~405 ~~for~~of ~~complying~~the ~~with~~Securities ~~any~~Act ~~new or~~of ~~revised financial~~1933 ~~accounting~~(§230.405 ~~standards~~of ~~provided~~this ~~pursuant~~chapter) toor ~~Section~~Rule ~~13(a)~~12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 oof this chapter).

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	ADSW	New York Stock Exchange

Emerging growth company

~~Item~~If ~~5.07~~an ~~Submission~~emerging ofgrowth ~~Matters~~company, indicate by check mark if the registrant has elected not to ause ~~Vote~~the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of ~~Security~~the ~~Holders~~Exchange Act. ¨

OnItem ~~August 25, 2020, Advanced Disposal Services, Inc~~8.01 ~~(the~~Other “Company” or “Advanced Disposal”) held a special meeting of its stockholders (the “Special Meeting”) to vote on the proposals described in the Company’s definitive proxy statement (the “Proxy Statement”) filed with the UEvents.S. Securities and Exchange Commission (the “SEC”) on July 24, 2020. As disclosed in the Proxy Statement, as of the close of business on July 23, 2020, the record date for the Special Meeting, there were 90,758,187 shares of Advanced Disposal’s common stock outstanding and entitled to vote at the Special Meeting. A total of 69,257,360 shares of Advanced Disposal’s common stock, representing approximately 76.30% of the shares outstanding and entitled to vote and constituting a quorum, were represented in person or by valid proxies at the Special Meeting. The final voting results for each of the proposals submitted to a vote of stockholders at the Special Meeting are as follows:

~~Proposal 1:~~ Advanced Disposal’s ~~stockholders~~Services, Inc. ~~approved~~ (the ~~proposal~~“Company”) tois ~~adopt~~filing ~~the~~this ~~Agreement~~Current ~~and~~Report ~~Plan~~on ofForm ~~Merger, dated~~8-K asto ofupdate ~~April~~its ~~14,~~prior ~~2019,~~timing asexpectations ~~amended~~with respect byto ~~Amendment~~the ~~No.~~acquisition ~~1 thereto, dated as~~ of ~~June 24,~~the ~~2020,~~Company asby ~~may~~an ~~be further amended from time to time~~indirect, ~~(the~~wholly-owned ~~“Amended~~subsidiary ~~Merger~~of ~~Agreement”), by and among Advanced Disposal,~~ Waste Management, Inc. (“Waste Management”), and ~~Everglades~~the ~~Merger~~corresponding ~~Sub~~sale ~~Inc.,~~of ~~pursuant~~regulatory divestitures to ~~which~~GFL ~~Everglades Merger~~Environmental, ~~Sub~~ Inc. ~~will~~The ~~merge~~Company ~~(the~~now ~~“Merger”)~~anticipates ~~with~~closing ~~and~~these ~~into~~transactions early ~~Advanced~~in ~~Disposal,~~the ~~and~~fourth ~~Advanced~~quarter ~~Disposal~~of ~~will~~2020, ~~continue as~~following the ~~surviving~~anticipated ~~company~~completion ~~and an indirect, wholly-owned subsidiary~~ of ~~Waste~~the ~~Management~~U.S. ~~Proposal~~Department 1of ~~was~~Justice’s ~~approved by the votes~~regulatory ~~set~~review ~~forth~~of in the ~~table below:~~acquisition.

For	Against	Abstained
67,303,849	13,324	1,940,187

Cautionary Statement Regarding Forward-Looking Statements

~~Proposal~~This 2communication contains “forward-looking statements” within the meaning of the U.S. federal securities laws. Such statements include statements concerning anticipated future events and expectations that are not historical facts. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “plan,” “predict,” “project,” “forecast,” “guidance,” “goal,” “objective,” “prospects,” “possible” or “potential,” by future conditional verbs such as “assume,” “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressions or the negative thereof. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, including, without limitation: (1) ~~Advanced~~risks ~~Disposal’s~~related ~~stockholders~~to ~~approved~~the consummation of the ~~proposal~~merger (the “Merger”) between the Company and Waste Management in accordance with the Agreement and Plan of Merger, dated as of April 14, 2019, as amended by Amendment No. 1 thereto, dated as of June 24, 2020, as may be further amended from time to ~~approve~~time, (the “Amended onMerger Agreement”), including the risks that (a) ~~non~~the Merger may not be consummated within the anticipated time period, or at all, (b) the parties may fail to secure the termination or expiration of any waiting period applicable under the Hart-~~binding~~Scott-Rodino ~~advisory~~Antitrust ~~basis~~Improvements Act of 1976, ~~specified~~as ~~compensation~~amended, and (c) other conditions to the consummation of the Merger under Amended Merger Agreement may not be satisfied; (2) the effects that any termination of the Amended Merger Agreement may have on the Company or its business, including the risks that (a) the Company’s stock price may decline significantly if the Merger is not completed, (b) the Amended Merger Agreement may be ~~paid~~terminated in circumstances requiring the Company to pay Waste Management a termination fee, or ~~become~~(c) the circumstances of the termination, including the possible imposition of a 12-month tail period during which the termination fee could be payable upon certain subsequent transactions, may have a chilling effect on alternatives to ~~Advanced~~the Merger; (3) the effects that the announcement or pendency of the Merger may have on the Company and ~~Disposal~~its business, including the risks that as a result (a) the Company’s ~~named~~business, ~~executive~~operating ~~officers~~results inor ~~connection~~stock ~~with~~price may suffer, (b) the ~~Merger~~Company’s current plans and ~~contemplated~~operations bymay be disrupted, (c) the Company’s ability to retain or recruit key employees may be adversely affected, (d) the Company’s business relationships (including, customers and suppliers) may be adversely affected, or (e) the Company’s management’s or employees’ attention may be diverted from other important matters; (4) the effect of limitations that the Amended Merger Agreement. ~~Proposal~~places on the Company’s ability to operate its business, 2return ~~was~~capital ~~approved~~to stockholders or engage in alternative transactions; (5) the nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the Merger and instituted against the Company and others; (6) the risk that the Merger and related transactions may involve unexpected costs, liabilities or delays; (7) other economic, business, competitive, legal, regulatory, and/or tax factors, including the scope and duration of the COVID-19 (coronavirus) pandemic and actions taken by governmental authorities in response thereto and the ~~votes~~significant ~~set~~market ~~forth~~disruption caused by the COVID-19 (coronavirus) pandemic and its impact on the businesses, operations and financial conditions of the Company and Waste Management; and (8) other factors described under the heading “Risk Factors” in Part I, Item 1A of the ~~table~~Company’s ~~below:~~Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020 as updated or

For	Against	Abstained
61,050,005	6,253,996	1,953,359

~~Proposal~~ 3:supplemented Inby ~~connection~~subsequent ~~with~~reports that the ~~Special~~Company ~~Meeting,~~has ~~Advanced~~filed ~~Disposal~~or ~~also~~files ~~solicited proxies~~ with ~~respect~~the toU.S. ~~a proposal~~Securities toand ~~approve~~Exchange ~~one~~Commission. orPotential ~~more~~investors, ~~adjournments~~stockholders ofand ~~the~~other ~~Special~~readers ~~Meeting,~~are ifcautioned ~~necessary~~not ~~or appropriate,~~ to ~~solicit~~place ~~additional~~undue ~~proxies~~reliance ifon ~~there~~these ~~are~~forward-looking ~~insufficient~~statements, ~~votes~~which atspeak ~~the~~only ~~time~~as of the ~~Special~~date ~~Meeting~~on towhich ~~approve~~they ~~the~~are ~~proposal~~made. toThe ~~adopt~~Company ~~the~~does ~~Amended~~not ~~Merger~~assume ~~Agreement.~~any ~~Because~~obligation ~~there~~to ~~were~~publicly ~~sufficient~~update ~~votes~~any ~~represented~~forward-looking atstatement ~~the~~after ~~time~~it ofis ~~the~~made, ~~Special~~whether ~~Meeting~~as toa ~~approve~~result ~~the~~of ~~proposal~~new ~~to adopt the Amended Merger Agreement~~information, ~~the~~future ~~proposal~~events ~~to approve one~~ or ~~more~~otherwise, except ~~adjournments~~as ofrequired ~~the Special Meeting was moot and was not presented for approval~~ by ~~the Advanced Disposal’s stockholders at the Special Meeting~~law.

Item 89.01. ~~Other~~Financial ~~Events~~Statements and Exhibits.

On August 25, 2020, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.(d) Exhibits

2Exhibit Index

Forward-Looking Statements

Exhibit

Number

Description

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

This communication contains “forward-looking statements” within the meaning of the U.S. federal securities laws. Such statements include statements concerning anticipated future events and expectations that are not historical facts. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “plan,” “predict,” “project,” “forecast,” “guidance,” “goal,” “objective,” “prospects,” “possible” or “potential,” by future conditional verbs such as “assume,” “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressions or the negative thereof. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, including, without limitation: (1) risks related to the consummation of the Merger, including the risks that (a) the Merger may not be consummated within the anticipated time period, or at all, (b) the parties may fail to secure the termination or expiration of any waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (c) other conditions to the consummation of the Merger under the Amended Merger Agreement may not be satisfied; (2) the effects that any termination of the Amended Merger Agreement may have on the Company or its business, including the risks that (a) the Company’s stock price may decline significantly if the Merger is not completed, (b) the Amended Merger Agreement may be terminated in circumstances requiring the Company to pay Waste Management a termination fee, or (c) the circumstances of the termination, including the possible imposition of a 12-month tail period during which the termination fee could be payable upon certain subsequent transactions, may have a chilling effect on alternatives to the Merger; (3) the effects that the announcement or pendency of the Merger may have on the Company and its business, including the risks that as a result (a) the Company’s business, operating results or stock price may suffer, (b) the Company’s current plans and operations may be disrupted, (c) the Company’s ability to retain or recruit key employees may be adversely affected, (d) the Company’s business relationships (including, customers and suppliers) may be adversely affected, or (e) the Company’s management’s or employees’ attention may be diverted from other important matters; (4) the effect of limitations that the Amended Merger Agreement places on the Company’s ability to operate its business, return capital to stockholders or engage in alternative transactions; (5) the nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the Merger and instituted against the Company and others; (6) the risk that the Merger and related transactions may involve unexpected costs, liabilities or delays; (7) other economic, business, competitive, legal, regulatory, and/or tax factors, including the scope and duration of the COVID-19 (coronavirus) pandemic and actions taken by governmental authorities in response thereto and the significant market disruption caused by the COVID-19 (coronavirus) pandemic and its impact on the businesses, operations and financial conditions of the Company and Waste Management; and (8) other factors described under the heading “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020 as updated or supplemented by subsequent reports that the Company has filed or files with the U.S. Securities and Exchange Commission. Potential investors, stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company does not assume any obligation to publicly update any forward-looking statement after it is made, whether as a result of new information, future events or otherwise, except as required by law.

3SIGNATURES

~~Item~~Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~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.

~~(d) Exhibits.~~Date: September 25, 2020

	Exhibit No.		Description
	99.1		Press Release, dated August 25, 2020.
	104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Advanced Disposal Services, Inc.

4By: /s/ Jeffrey C. Everett

~~SIGNATURES~~ Name: Jeffrey C. Everett

~~Pursuant~~ Title: Vice toPresident, ~~the requirements of the Securities~~Associate ~~Exchange~~General ~~Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Counsel

	ADVANCED DISPOSAL SERVICES, INC.
Date: August 25, 2020	By:	/s/ Jeffrey C. Everett
		Jeffrey C. Everett
		Vice President, Associate General Counsel

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