Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

(e) Amendment to the Charah Solutions, Inc. 2018 Omnibus Incentive Plan

As described below in Item 5.07 of this Current Report on Form 8-K (this "Current Report"), on June 9, 2021, at the 2021 Annual Meeting of Stockholders (the "Annual Meeting") of Charah Solutions, Inc. (the "Company"), the Company's stockholders approved an amendment (the "Amendment") to the Charah Solutions, Inc. 2018 Omnibus Incentive Plan. The Amendment increased the number of shares authorized for issuance pursuant to awards under the 2018 Omnibus Incentive Plan by 2,000,000 shares, for a total number of 5,006,582 shares authorized. A description of the material terms of the Amendment was included under the heading "Proposal 3: Approval of the Amendment to the Charah Solutions, Inc. 2018 Omnibus Incentive Plan" in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the "SEC") on April 27, 2021, as amended by the Company's Schedule 14A amendment filed with the SEC on April 28, 2021 (the "Proxy Statement"). Such description is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

(a) On June 9, 2021, the "Company held the Annual Meeting of Stockholders.

(d) At the Annual Meeting, the Company's stockholders elected each of the three Class III directors nominated by the Company's Board of Directors to serve for a term of three years or until his successor is duly elected and qualified. The stockholders also ratified the appointment of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for fiscal 2021. The stockholders also approved the Amendment to the Charah Solutions, Inc. 2018 Omnibus Incentive Plan. The proposals are further described in the Proxy Statement.

Final voting results on each proposal submitted to the Company's stockholders at the Annual Meeting are as follows:

1. Election of directors:



                  Votes For      Votes Withheld    Broker Non-Votes

Timothy J. Poché 33,104,822 2,944,206 3,740,328 Mark Spender 33,023,555 3,025,473 3,740,328 Dennis T. Whalen 35,919,212

            129,816          3,740,328

2. Ratification of the appointment of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for fiscal 2021:



Votes For    Votes Against   Abstentions   Broker Non-Votes
39,376,435         388,181        24,740                  -



3. Approval of the amendment to the Charah Solutions, Inc. 2018 Omnibus
Incentive Plan:

Votes For    Votes Against   Abstentions   Broker Non-Votes
31,029,771       4,949,922        69,335          3,740,328

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits

Exhibit No.   Description of Exhibit
  10.1        First Amendment to the Charah Solutions, Inc. 2018 Omnibus
              Incentive Plan.

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