Enviri (NVRI) Proxy filing summary

Executive summary

• The transaction involves the sale of the Clean Earth Business for $3.04 billion in cash to Veolia, followed by a spin-off of the remaining businesses into a new public company, New Enviri, and a subsequent merger of the holding company with Veolia’s subsidiary.

• Shareholders will receive cash consideration of $14.50–$16.50 per share and one share of New Enviri for every three shares held, subject to final board determination.

• The board unanimously recommends approval, citing a premium to market price, certainty of value, and a comprehensive, competitive sale process.

• The transaction is expected to close by mid-2026, pending regulatory and shareholder approvals.

Voting matters and shareholder proposals

• Shareholders are asked to vote on: (1) approval of the merger agreement and merger, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) adjournment of the meeting if more votes are needed.

• Approval of the merger requires a majority of outstanding shares; the other proposals require a majority of shares present or represented.

• Appraisal rights are available for dissenting shareholders under Delaware law.

Board of directors and corporate governance

• The board conducted a multi-phase strategic review, considered multiple bids, and selected Veolia’s offer based on price, certainty, and regulatory considerations.

• The board’s decision was supported by financial and legal advisors and a fairness opinion from BofA Securities.

• Following the separation, certain current directors and officers will continue with New Enviri.