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): ~~September~~ 6October 10, 2023

HERITAGE-CRYSTAL CLEAN, INC.

(Exact name of Registrant as specified in its charter)

Delaware		001-33987		26-0351454
(State of Incorporation)		(Commission File Number)		(IRS ~~Employer~~EmployerIdentification ~~Identification~~ No.)


2000 Center Drive, Suite East C300, Hoffman Estates, IL		60192
(Address of principal executive offices)		(Zip Code)

(847) 836-5670

(Registrant’s telephone number, including area code)

N/A

(Former name or 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:

☐	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	~~Trading Symbol~~TradingSymbol(s)	Name of exchange on which registered
Common Stock, $0.01 par value per share	HCCI	NASDAQ Global Select Market
Common stock, par value $0.01 per share	HCCI	NASDAQ Global Select Market

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

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 85.0107 ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

On ~~September~~October 610, 2023, Heritage-Crystal Clean, Inc. (“~~Crystal~~HCCI” ~~Clean~~or the “Company”) ~~issued~~held a ~~press~~special ~~release~~meeting ~~announcing the expiration~~ of ~~the~~stockholders ~~waiting period under~~ (the ~~Hart-Scott-Rodino~~“Special ~~Antitrust~~Meeting”) ~~Improvements~~to ~~Act~~consider ofcertain ~~1976,~~proposals asrelated ~~amended, with respect~~ to the ~~previously announced~~ Agreement and Plan of Merger, dated as of July 19, 2023 (the “Merger Agreement”), by and among ~~Crystal~~the ~~Clean~~Company, JFL-Tiger Acquisition Co., Inc., a Delaware corporation (“Parent”), and JFL-Tiger Merger Sub, Inc., ~~(the~~a Delaware corporation and wholly-owned subsidiary of Parent (“Merger ~~Agreement~~Sub”)., Apursuant ~~copy~~to ofwhich, upon the ~~press~~terms ~~release~~and issubject ~~attached~~to asthe ~~Exhibit~~conditions ~~99.1~~set toforth ~~this~~therein, ~~Current~~Merger ~~Report~~Sub onwill ~~Form~~merge ~~8-K~~with and isinto ~~incorporated~~the ~~herein~~Company, bywith ~~reference~~the Company surviving the merger as a wholly-owned subsidiary of Parent (the “Merger”).

~~Additional~~As ~~Information~~of the close of business on August 28, 2023, the record date for the Special Meeting, there were 24,342,717 shares of common stock of the Company, par value $0.01 per share (“Common Stock”), outstanding and ~~Where~~entitled to ~~Find~~vote Itat the Special Meeting. At the Special Meeting, the holders of a total of 21,642,187 shares of Common Stock, representing approximately 88.9% of the voting power of the issued and outstanding shares of Common Stock as of the record date, were present in person or represented by proxy, constituting a quorum.

~~This~~At ~~communication may be deemed to be solicitation material in respect of~~ the ~~transaction~~Special ~~contemplated by the Merger Agreement (the “proposed merger”). In connection with the proposed merger~~Meeting, ~~Crystal Clean filed with~~ the ~~U.S.~~following ~~Securities~~proposals ~~and~~were ~~Exchange~~considered: Commission (the “SEC”) a definitive proxy statement (the “Proxy Statement”) on Schedule 14A on August 31, 2023. Crystal Clean has mailed the Proxy Statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the proposed merger. This communication is not a substitute for the Proxy Statement or any other document that Crystal Clean may file with the SEC or send to its stockholders in connection with the proposed merger. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS OF CRYSTAL CLEAN ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and security holders are or will be able to obtain the documents (if and when available) free of charge at the SEC’s website at www.sec.gov, or free of charge from Crystal Clean by directing a request to Mark DeVita, EVP & CFO, at mark.devita@crystal-clean.com.

~~Participants~~1. ina proposal to adopt the ~~Solicitation~~Merger Agreement (the “Merger Agreement Proposal”);

~~Crystal~~2. ~~Clean~~a ~~and~~proposal ~~its~~to ~~respective directors~~approve, ~~executive~~on ~~officers~~a ~~and~~non-binding ~~other~~advisory ~~members of management and employees~~basis, ~~under~~specified ~~SEC~~compensation ~~rules,~~that may be ~~deemed~~paid toor bebecome ~~“participants”~~payable into the ~~solicitation of proxies from stockholders of Crystal Clean in favor of the proposed merger. Information about Crystal Clean~~Company’s ~~directors~~named ~~and~~ executive officers ~~is set forth~~ in ~~the~~connection Proxy Statement. To the extent holdings of Crystal Clean’s securities by its directors or executive officers have changed since the amounts set forth in the Proxy Statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the ~~SEC.~~Merger ~~Additional information concerning~~ (the ~~interests~~“Compensation ofProposal”); ~~Crystal Clean’s participants in the solicitation, which may, in some cases, be different than those of Crystal Clean’s stockholders generally, is also set forth in the Proxy Statement.~~ and

No3. ~~Offer~~a proposal to approve one or ~~Solicitation~~more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement (the “Adjournment Proposal”).

~~This~~The ~~communication~~Merger isAgreement ~~not~~Proposal ~~intended to~~ and ~~shall~~the ~~not~~Compensation ~~constitute~~Proposal anwere ~~offer~~approved toby ~~buy or sell or~~ the ~~solicitation~~requisite ~~of an offer to buy or sell any securities, or a solicitation of any~~ vote ~~or approval, nor shall there be any offer, solicitation or sale~~ of ~~securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under~~ the ~~securities~~Company’s ~~laws of any such jurisdiction~~stockholders. NoThe ~~offer~~Adjournment ofProposal ~~securities~~was ~~shall~~not bepresented ~~made~~at in the ~~United~~Special ~~States absent registration under the U.S. Securities Act of 1933~~Meeting, as ~~amended,~~there orwere ~~pursuant~~sufficient votes to anapprove ~~exemption~~the ~~from,~~proposal orto inadopt athe ~~transaction~~Merger ~~not~~Agreement ~~subject~~at ~~to,~~the ~~such~~Special ~~registration requirements~~Meeting.

~~Forward-Looking~~Final ~~Statements~~voting results for each such proposal are described below. For more information on each of these proposals, see the definitive proxy statement filed by the Company with the U.S. Securities and Exchange Commission on August 31, 2023.

~~This communication contains forward-looking statements~~1. Forward-looking statements include, without limitation, projections, predictions, expectations, or beliefs about future events or results and are not statements of historical fact. Such statements may include statements regarding the completion of the proposed merger and the expected timing of the completion of the proposed merger, the management of Crystal Clean upon completion of the proposed merger and Crystal Clean’s plans upon completion of the proposed merger. Such forward-looking statements are based on various assumptions as of the time they are made, and are inherently subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are often accompanied by words that convey projected future events or outcomes such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” “intend,” “will,” “may,” “view,” “opportunity,” “potential,” or words of similar meaning or other statements concerning opinions or judgment of Crystal Clean or its management about future events. There can be no assurance that actual results, performance, or achievements of Crystal Clean will not differ materially from any projected future results, performance or achievements expressed or implied by such forward-looking statements. Actual future results, performance or achievements may differ materially from historical results or those anticipated depending on a variety of factors, some of which are beyond the control of Crystal Clean, including, but not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; ~~the~~Proposal: inability to complete the proposed merger due to the failure to obtain stockholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger; risks

related to disruption of management’s attention from Crystal Clean’s ongoing business operations due to the proposed merger; unexpected costs, charges or expenses resulting from the proposed merger; Crystal Clean’s ability to retain and hire key personnel in light of the proposed merger; certain restrictions during the pendency of the proposed merger that may impact Crystal Clean’s ability to pursue certain business opportunities or strategic transactions; the ability of the buyer to obtain the necessary financing arrangements set forth in the commitment letters received in connection with the proposed merger; potential litigation relating to the proposed merger that could be instituted against the parties to the Merger Agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto; the effect of the announcement of the proposed merger on Crystal Clean’s relationships with its customers, operating results and business generally; and the risk that the proposed merger will not be consummated in a timely manner, if at all. Crystal Clean refers you to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Crystal Clean’s Form 10-K for the fiscal year ended December 31, 2022, and comparable sections of Crystal Clean’s Quarterly Reports on Form 10-Q and other filings, which have been filed with the SEC and are available on the SEC’s website at www.sec.gov. All of the forward-looking statements made in this Current Report on Form 8-K are expressly qualified by the cautionary statements contained or referred to herein. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on Crystal Clean or its business or operations. Readers are cautioned not to rely on the forward-looking statements contained in this Current Report on Form 8-K. Forward-looking statements speak only as of the date they are made and Crystal Clean does not undertake any obligation to update, revise or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.


For	Against	Abstain
20,450,761	589,011	602,415

~~Item 9~~2.01 Compensation ~~Financial~~Proposal: ~~Statements and Exhibits.~~

(d) Exhibits


For	Against	Abstain
11,427,542	9,291,557	923,088

ExhibitNo.		Description
99.1		Press Release
104.1		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

SIGNATURES

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.

Date: September 6, 2023

HERITAGE-CRYSTAL CLEAN, INC.

Date: October 11, 2023

Heritage-Crystal Clean, Inc.

/s/ Mark DeVita

Mark DeVita

Executive Vice President & Chief Financial Officer

Filing Compare · Heritage-Crystal Clean, Inc.