HSC Harsco Corporation

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Clarify that the elections of directors shall be determined by a majority of the votes cast along with a resignation policy in uncontested elections, and by a plurality of the votes in contested elections;

Clarify that the Board may postpone, reschedule or cancel meetings of stockholders;

Clarify the powers of the chair of stockholder meetings;

Enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submission of stockholder proposals (other than proposals to be included in the Company’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) made in connection with annual and special meetings of stockholders, including, without limitation, as follows:

Requiring additional disclosures;

Addressing matters relating to Rule 14a-19 under the Exchange Act (the “Universal Proxy Rules”) (e.g., providing the Company a remedy if a stockholder fails to satisfy the Universal Proxy Rule requirements, requiring stockholders intending to use the Universal Proxy Rules to notify the Company of any change in such intent within two business days and to provide reasonable evidence of the satisfaction of the requirements under the Universal Proxy Rules at least five business days before the applicable meeting, etc.);

Requiring that proposed nominees make themselves available for and submit to interviews by the Board or any Board committee within 10 days following the date of any reasonable request therefor from the Board or any Board committee;

Modify the provisions relating to adjournment procedures and lists of stockholders entitled to vote at stockholder meetings, in each case, to reflect recent amendments to the DGCL;

Add provisions that, in an emergency, permit any director or certain officers to call Board meetings, lower quorum thresholds for Board meetings and permit certain officers to be deemed directors for purposes of obtaining a quorum for as long as the emergency is ongoing;

Provide that stockholder meetings may be held by means of remote communication; and

Make various other updates, including ministerial and conforming changes, including changes in furtherance of gender neutrality.