Amendments to Articles of Incorporation or

Effective January 4, 2017, Amendment No. 2 to the Bylaws of Advanced Emissions Solution, Inc. (the Registrant) was adopted (Amendment No. 2). Amendment No. 2 amends the Registrants Bylaws to require approval by a majority of votes cast in a contested director election. The foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 2, which is filed herewith as Exhibit 3.1 and is incorporated herein by reference. The Registrants Bylaws, which are filed as Exhibit 3.2 to the Registrants Quarterly Report on Form 10-Q for the period ended June 30, 2013 filed on August 9, 2013 (File No. 000-54992), remain in full force and effect except as set forth in Amendment No. 1 to the Bylaws, filed as Exhi bit 3.2 to the Registrants Current Report on Form 8-K filed July 29, 2014 (File No. 000-54992), and Amendment No. 2.

As previously disclosed in the Registrants filings under the Securities Exchange Act of 1934, as amended, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (filed on April 19, 2016), two stockholder derivative lawsuits were filed against certain current and former officers and directors of the Registrant along with the Registrant as a nominal defendant in the Colorado District Courts for Douglas County and for the City and County of Denver in June and July of 2014. By agreement of the parties, the case in the Denver County District Court was transferred to the Douglas County District Court, and the cases were consolidated (the Stockholder Derivative Action).

Following a mediation, which occurred in May of 2016, the parties came to an agreement in principle to settle the Stockholder Derivative Action, and on September 30, 2016, the parties entered into a Stipulation and Agreement of Settlement (the Stockholder Derivative Settlement) to resolve the action in its entirety. Under the terms of the Stockholder Derivative Settlement, among other things, the Registrant is required to amend voting requirements for director elections, which is accomplished by Amendment No. 2.

On August 11, 2016, the Board of Directors (the Board) of the Registrant approved Amendment No. 2 subject to and effective upon the final approval of the Stockholder Derivative Settlement by the Douglas County Court. On January 4, 2017, the Douglas County District Court issued an order granting final approval of the Stockholder Derivative Settlement.

Item 9.01

Financial Statements and Exhibits.



Exhibit No.



Amendment No. 2 to the Bylaws of Advanced Emissions Solutions, Inc., dated as of January 4, 2017.



Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


January 10, 2017

Advanced Emissions Solutions, Inc.


/s/ L. Heath Sampson

L. Heath Sampson

President, Chief Executive Officer and Treasurer



Exhibit No.



Amendment No. 2 to the Bylaws of Advanced Emissions Solutions, Inc., dated as of January 4, 2017.


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