Enviri (NVRI) Proxy filing summary

Executive summary

• Announced the planned spin-off of Harsco Environmental and Rail businesses into a standalone public company, New Enviri, expected to close mid-2026, immediately before the sale of Clean Earth to Veolia Environnement S.A.

• New Enviri will focus on environmental solutions for industrial waste and rail sector technology, targeting pro forma 2026 revenues of $1.2 billion and Adjusted EBITDA of $140 million.

• The transaction is subject to shareholder approval, SEC effectiveness of Form 10, and other customary closing conditions.

• Forward-looking statements highlight confidence in growth, value creation, and improved cash flow as large engineered-to-order contracts conclude.

Voting matters and shareholder proposals

• Shareholder approval is required for the Clean Earth sale and the New Enviri spin-off, with proxy materials to be filed and distributed prior to the shareholder meeting.

Board of directors and corporate governance

• Carolann I. Haznedar will serve as Chair of New Enviri's Board, joined by experienced executives from various industries.

• The Board composition aims to provide strong governance and relevant expertise for New Enviri's strategic direction.