form8k_17302.htm
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): March 30, 2012
 
 
 
 
HARSCO CORPORATION
(Exact Name of Registrant as Specified in Charter)
 
 
Delaware
  
001-03970
  
23-1483991
(State or Other Jurisdiction of Incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)
         
 
350 Poplar Church Road, Camp Hill, Pennsylvania
  
17011
(Address of Principal Executive Offices) 
  
(Zip Code) 
 
 
Registrant's telephone number, including area code:   (717) 763-7064
 
 
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:
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
  x
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 7.01.
Regulation FD Disclosure.

Harsco Corporation (the “Company”) recommends that the Company’s stockholders vote “FOR” proposal three (the advisory vote to approve named executive officer compensation, or the “Say-on-Pay Proposal”) at the Company’s 2012 Annual Meeting of Stockholders. In further support of this recommendation, the Company has prepared the 2012 Stockholder Presentation filed as Exhibit 99.1 hereto and incorporated herein by reference (the “Presentation”), which Presentation is expected to be utilized by certain Company employees between the date of this Current Report on Form 8-K and the date of the Company’s 2012 Annual Meeting of Stockholders, currently scheduled to be held on April 24, 2012, in communications with and the solicitation of votes from certain stockholders of the Company regarding the Say-on-Pay Proposal.  The information in this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.
 
 
 
 
 
Item 9.01. 
Financial Statements and Exhibits.

Exhibit Number
Description

99.1
2012 Stockholder Presentation

 
 
 
 
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.
 
 
 
  HARSCO CORPORATION  
     
       
       
Date:  March 30, 2012
 By:  
/s/ Mark E. Kimmel
  
   
Mark E. Kimmel
  
   
Senior Vice President,
Chief Administrative Officer,
General Counsel and
Corporate Secretary
  
       

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EXHIBIT INDEX
 
 
 
 

Exhibit Number
Description

99.1
2012 Stockholder Presentation