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

COVANTA HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		1-6732		95-6021257
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

445 South Street, Morristown, New Jersey		07960
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (862) 345-5000

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 5, 2011, Covanta Holding Corporation held its Annual Meeting of Stockholders. At that meeting, stockholders voted on the following proposals:

1.

To elect ten directors to serve a one-year term that will expire at the next Annual Meeting of Stockholders. Each director was elected with the votes cast as follows:

Directors		For				Withheld				Broker Non-Votes
David M. Barse			102,752,858				11,634,486				15,846,509
Ronald J. Broglio			114,024,997				362,347				15,846,509
Peter C.B. Bynoe			77,022,315				37,365,029				15,846,509
Linda J. Fisher			114,039,883				347,461				15,846,509
Joseph M. Holsten			114,036,390				350,954				15,846,509
Anthony J. Orlando			113,610,258				777,086				15,846,509
William C. Pate			113,640,358				746,986				15,846,509
Robert S. Silberman			104,468,046				9,919,298				15,846,509
Jean Smith			114,031,142				356,202				15,846,509
Samuel Zell			106,827,283				7,560,061				15,846,509

2.

To ratify the appointment of Ernst & Young LLP, the independent registered public accountants, as our independent auditors for the 2010 fiscal year.

Votes For		Votes Against		Abstentions		Broker Non-Votes
129,773,623		445,605		14,625		0

3.

Advisory vote on executive compensation.

Votes For		Votes Against		Abstentions		Broker Non-Votes
69,442,836		44,377,251		567,255		15,846,512

4.

Advisory vote on the frequency of the advisory vote on executive compensation.

One Year		Two Years		Three Years		Abstentions		Broker Non-Votes
48,990,458		300,649		64,599,899		496,335		15,846,512

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.