UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 717, 2013

EnergySolutions, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-33830	51-0653027
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

423 West 300 South Suite 200 Salt Lake City, Utah		84101
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (801) 649-2000

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 (see General Instruction A.2. below):

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 54.0201 ~~Departure~~Changes ofin ~~Directors~~Registrant’s orCertifying ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Accountant.

~~Removal~~(a) Dismissal of ~~Directors~~Independent Registered Public Accounting Firm

InOn ~~connection~~June 17, ~~with~~2013, ~~the recently completed merger of~~ EnergySolutions, Inc., a Delaware corporation (the “Company”), ~~with~~notified ~~affiliates~~Ernst & ofYoung ~~Energy~~LLP ~~Capital~~(“Ernst & ~~Partners II~~Young”), ~~LP, on June 7, 2013~~ the ~~following~~Company’s ~~members~~independent ofregistered ~~the~~public ~~board~~accounting offirm, ~~directors~~that of the Company’s ~~(the “~~Board”) ~~were~~of ~~removed~~Directors bydecided ~~Rockwell~~to ~~Holdco,~~dismiss Ernst ~~Inc.,~~& aYoung ~~Delaware~~as ~~corporation and~~ the Company’s ~~sole~~independent ~~stockholder~~registered ~~(“Parent”):~~public ~~Steven~~accounting R.firm ~~Rogel,~~effective ~~J. Barnie Beasley,~~June ~~Jr.~~17, ~~Pascal Colombani, J~~2013.~~I. “Chip” Everest, II, Clare Spottiswoode, Robert A. Whitman and David B. Winder.~~

~~Employment~~Ernst & ~~Agreements~~Young’s ~~with~~reports ~~Executive~~on ~~Officers~~the Company’s financial statements for the fiscal years ended December 31, 2011 and December 31, 2012 did not contain an adverse opinion or a disclaimer of opinion, and neither such report was qualified or modified as to uncertainty, audit scope, or accounting principles.

OnIn ~~June 13,~~connection ~~2013,~~with the ~~Company~~audits ~~entered~~of ~~into~~the ~~employment~~Company’s ~~agreements~~financial ~~with~~statements ~~each~~for ofthe ~~Gregory~~fiscal S.years ~~Wood~~ended December 31, ~~Executive~~2011 ~~Vice~~and ~~President~~December 31, 2012 and ~~Chief~~in ~~Financial~~the ~~Officer,~~subsequent ~~John~~interim A.period ~~Christian,~~through ~~President~~June 17, ~~Logistics~~2013, ~~Processing~~there ~~and~~were ~~Disposal~~no ~~Group,~~disagreements ~~Mark~~with ~~Morant,~~Ernst & ~~President,~~Young ~~Products~~on ~~and~~any ~~Technology~~matter ~~Group,~~of ~~and~~accounting ~~Alan~~principles M.or ~~Parker~~practices, ~~President,~~financial ~~Projects~~statement ~~Group~~disclosure, ~~and~~or ~~Government~~auditing ~~Group,~~scope ~~(the~~or ~~“Employment~~procedure ~~Agreements”).~~which, ~~The~~if ~~Employment~~not ~~Agreements~~resolved ~~replace~~to ~~and~~the ~~supersede~~satisfaction ~~the~~of ~~executive~~Ernst & ~~severance~~Young ~~agreements~~would ~~that~~have ~~each~~caused ~~executive~~Ernst & ~~officer~~Young ~~entered~~to ~~into~~make ~~with~~reference to the ~~Company~~matter in ~~June 2012~~its report.

~~Cash~~The ~~Payments.~~Company ~~Under~~has ~~the~~provided ~~Employment~~Ernst & ~~Agreements,~~Young ~~each~~with ~~executive~~a ~~officer~~copy isof ~~entitled~~the toabove andisclosures. ~~annual~~The ~~base~~Company ~~salary~~has ofrequested ~~$600,000~~Ernst & ~~and~~Young to afurnish ~~cash~~it ~~bonus for each fiscal year, with~~ a ~~target~~letter ~~amount~~addressed ~~equal~~ to ~~80%~~the ~~(100% for Mr~~U. ~~Wood) of his annual base salary~~S. ~~Mr. Wood~~Securities ~~also~~and ~~received~~Exchange aCommission ~~cash~~stating ~~retention~~whether ~~bonus~~it ~~payment~~agrees ~~equal~~with tothe ~~$400,000~~above ~~which~~statements. isA ~~subject~~copy toof ~~certain vesting conditions and Mr.~~Ernst ~~Wood~~& Young’s ~~compliance~~letter ~~with~~is ~~certain~~included ~~noncompetition~~as ~~and~~Exhibit 16.1 ~~nonsolicitation~~to ~~covenants~~this Report.

~~Option Award. In connection with the execution of the Employment Agreements, Parent granted each executive officer a non-qualified stock option to purchase 4,511 shares~~ (~~5,639 shares for Mr. Wood~~b) of Parent common stock. Under the terms of the Employment Agreements, each executive officer is also entitled to receive additional stock options in the event that certain stockholders purchase additional shares of Parent common stock prior to November ~~24,~~Engagement ~~2013. Each option will vest and become exercisable in five equal annual installments, subject to full or partial acceleration in the event~~ of aNew ~~change~~Independent inRegistered ~~control~~Public ofAccounting Parent or upon a termination of such executive officer’s employment by the Company without “cause” or by the executive officer for “good reason.” Each option will be subject to forfeiture and/or repayment in the event the executive officer breaches his noncompetition covenant.Firm

~~Severance Payments.~~ The ~~Employment~~Company’s ~~Agreements~~Board ~~provide that, in the event~~ of aDirectors ~~termination~~decided ofto ~~employment~~appoint byDeloitte & ~~the~~Touche ~~Company~~LLP ~~without~~ (“~~cause~~Deloitte”) oras by the ~~executive~~Company’s ~~for~~independent ~~“good~~registered ~~reason,”~~public ~~the~~accounting ~~executive~~firm ~~will~~on ~~receive (i)~~June ~~the~~17, ~~sum of 1~~2013.5 ~~times~~Deloitte ~~his~~will ~~“annual~~act ~~base~~as ~~salary”~~the ~~and~~Company’s ~~1.5~~independent ~~times~~registered ~~his~~public ~~“target~~accounting ~~bonus”~~firm ~~payable~~beginning inwith ~~18 (24 for Mr. Wood) equal monthly installments, (ii) a pro rata portion of his annual cash bonus for~~ the fiscal year inending ~~which the termination occurs, (iii)~~December ~~up to 18 months (24 months for Mr. Wood) of payments in the amount required for COBRA welfare plan continuation and other benefit costs and (iv) up to $50~~31,~~000~~ ~~outplacement reimbursement for one year~~2013.

2During the fiscal years ended December 31, 2011 and December 31, 2012 and through June 17, 2013, the Company did not consult with Deloitte regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, or (ii) any matter that was the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).

InItem ~~addition to the severance payments and benefits described above, Mr~~9. ~~Morant’s~~01 ~~Employment~~Financial ~~Agreement~~Statements ~~entitles him to receive reimbursement for the cost of relocating back to the United Kingdom in the event he~~ and~~/or~~ ~~his family relocate within two years following the termination of his employment~~Exhibits.

The foregoing summaries of the Employment Agreements do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such documents to be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.(d) Exhibits

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

Exhibit No.		Description
16.1		Letter from Ernst & Young LLP to the U.S. Securities and Exchange Commission dated June 21, 2013

On June 13, 2013, the Board appointed Gregory S. Wood and Russ G. Workman to the Board. Mr. Wood has served as the Company’s Executive Vice President and Chief Financial Officer since June 2012 and Mr. Workman has served as the Company’s General Counsel and Corporate Secretary since September 2012.2

3SIGNATURES

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

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

	EnergySolutions, Inc.


Dated: June 21, 2013	By:	/s/ Russ Workman
	Name: Russ Workman
	Title: General Counsel

	EnergySolutions, Inc.
Dated: June 13, 2013	By:	/s/ Russ Workman
	Name: Russ Workman
	Title: General Counsel

4Exhibit Index

Exhibit No.		Description
16.1		Letter from Ernst & Young LLP to the U.S. Securities and Exchange Commission dated June 21, 2013

Filing Compare · EnergySolutions, Inc.