GFL Environmental Inc 6-K, filed Aug 20, 2021
GFL Environmental Inc. (GFL)
About this 6-K
GFL Environmental Inc filed this 6-K on August 20, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2021
Commission File Number: 001-39240
GFL Environmental Inc.
(Translation of registrant’s name into English)
100 New Park Place, Suite 500
Vaughan, Ontario, Canada L4K 0H9
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
EXHIBIT INDEX
The following exhibit is furnished as part of this Current Report on Form 6-K.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GFL Environmental Inc. | ||
| By: | /s/ Mindy Gilbert | |
| Name: | Mindy Gilbert | |
| Title: | Executive Vice President and General Counsel | |
| Date: August 20, 2021 | ||
3
Exhibit 99.1
NOTICE OF CHANGE OF AUDITOR
| TO: | Deloitte LLP, Chartered Professional Accountants |
| AND TO: | KPMG LLP, Chartered Professional Accountants |
| AND TO : | British Columbia Securities Commission Alberta Securities Commission |
| Financial and Consumer Affairs Authority of Saskatchewan The Manitoba Securities Commission | |
| Ontario Securities Commission Autorité des marchés financiers Nova Scotia Securities Commission | |
| Financial and Consumer Services Commission (New Brunswick) | |
| Office of the Superintendent of Securities (Prince Edward Island) | |
| Office of the Superintendent of Securities Service Newfoundland and Labrador Northwest Territories Securities Office | |
| Nunavut Securities Office | |
| Office of the Superintendent of Securities (Yukon Territory) |
GFL Environmental Inc. (the “Corporation”) has accepted the resignation of Deloitte LLP, Toronto, Ontario (the “former auditor”). Pursuant to Section 149(3) of the Business Corporations Act (Ontario), the board of directors of the Corporation has filled the vacancy in the office of the auditor and has appointed KPMG LLP, Toronto, Ontario (the “successor auditor”) as the Corporation’s auditor until the close of the next annual general meeting of shareholders of the Corporation (the “Meeting”).
The change of auditor was recommended by the audit committee (the “Audit Committee”) of the board of directors of the Corporation (the “Board”) to the Board as a result of a comprehensive review process resulting in a formal request for proposal being tendered to qualifying accounting firms, including the former auditor. Following its review of the requested submissions, the Audit Committee presented its recommendations to the Board. Pursuant to a resolution approved on August 20, 2021 the Board resolved not to renew the engagement of the former auditor as the Corporation’s auditors and to engage the successor auditor as auditors of the Corporation to hold office until the Meeting, at which time the successor auditor will be proposed for appointment as auditor of the Corporation.
In accordance with National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”), the Corporation reports that:
| 1. | the former auditor, at the request of the Corporation, has tendered its resignation as auditor of the Corporation effective as of August 20, 2021; |
| 2. | the former auditor will not be proposed to shareholders at the Meeting for reappointment; |
| 3. | it is expected that the successor auditor will be proposed to shareholders at the Meeting for appointment; |
| 4. | there were no reservations in the former auditor’s reports in connection with audits of the consolidated financial statements for the two most recently completed fiscal years of the Corporation. There have been no further audits of financial statements subsequent to the most recently completed fiscal year and preceding the date of expiry of former auditor’s term of office; and |
100 New Park Place, Suite 500, Vaughan ON L4K 0H9
www.gflenv.com
- 2 -
| 5. | there are no “reportable events” as such term is defined in NI 51-102. |
The change of auditor and appointment of the successor auditor was approved by the Audit Committee and the Board.
DATED this 20th day of August, 2021.
ON BEHALF OF THE BOARD OF DIRECTORS
| (signed) "Patrick Dovigi" |
Patrick Dovigi
Chief Executive Officer
100 New Park Place, Suite 500, Vaughan ON L4K 0H9
www.gflenv.com
Exhibit 99.2
 |
Deloitte LLP Bay Adelaide East 8 Adelaide Street West Suite 200 Toronto ON M5H 0A9 Canada
Tel: 416-601-6150 Fax: 416-601-6151 www.deloitte.ca |
August 20, 2021
To
British Columbia Securities Commission
Alberta Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan
The Manitoba Securities Commission
Ontario Securities Commission
Autorité des marchés financiers
Nova Scotia Securities Commission
Financial and Consumer Services Commission (New Brunswick)
Office of the Superintendent of Securities (Prince Edward Island)
Office of the Superintendent of Securities Service Newfoundland and Labrador
Northwest Territories Securities Office
Nunavut Securities Office
Office of the Superintendent of Securities (Yukon Territory)
Dear Sirs/Mesdames:
As required by subparagraph (5)(a)(ii) of section 4.11 of National Securities Instrument 51-102, we have reviewed the notice of change of auditor of GFL Environmental Inc. dated August 20, 2021 (the “Notice”) and, based on our knowledge of such information at this time, as it relates to us, we agree with statements 1, 4 and 5, and we have no basis to agree or disagree with statements 2 and 3 contained in the Notice.
Yours very truly,
/s/ Deloitte LLP
Chartered Professional Accountants
Licensed Public Accountants
Exhibit 99.3
KPMG LLP
100 New Park Place, Suite 1400
Vaughan, ON L4K 0J3
Tel 905-265 5900
Fax 905-265 6390
www.kpmg.ca
To
Alberta Securities Commission
British Columbia Securities Commission
The Manitoba Securities Commission
Financial and Consumer Services Commission, New Brunswick
Office of the Superintendent of Securities, Service Newfoundland and Labrador
Nova Scotia Securities Commission
Ontario Securities Commission
The Office of the Superintendent of Securities, Consumer, Corporate and Insurance
Services Division, Prince Edward Island
Autorité des marchés financiers
Financial and Consumer Affairs Authority of Saskatchewan
Northwest Territories Securities Office
Nunavut Securities Office
Office of the Superintendent of Securities, Yukon Territory
August 20, 2021
Dear Sir/Madam,
Re: Notice of Change of Auditors of GFL Environmental Inc.
We have read the Notice of Change in Auditor of GFL Environmental Inc. dated August 20, 2021 and are in agreement with the statements contained in such Notice.
Yours very truly,
Chartered Professional Accountants, Licensed Public Accountants
KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. KPMG Canada provides services to KPMG LLP.
Exhibit 99.4
GFL Environmental Inc. Announces Change of Auditor to KPMG LLP
VAUGHAN, ON, August 20, 2021 – GFL Environmental Inc. (NYSE, TSX: GFL) (“GFL” or the “Company”) today announced that it has changed its auditor from Deloitte LLP (“Deloitte”) to KPMG LLP (“KPMG”) effective August 20, 2021.
At the request of the Company, Deloitte resigned as the auditor of the Company and the Board of Directors of the Company appointed KPMG as the new auditor effective August 20, 2021 until the close of the Company’s next Annual General Meeting.
There are no “reportable events” (as the term is defined in National Instrument 51-102 – Continuous Disclosure Obligations) between the Company and Deloitte. In addition, there were no reservations in Deloitte’s audit reports for any financial period during which Deloitte was the Company’s auditor.
Luke Pelosi, the Chief Financial Officer of GFL, said, “As a result of a comprehensive review process resulting in a formal request for proposal being tendered to qualifying accounting firms, the Board has appointed KPMG as GFL’s new auditor. I want to thank Deloitte for its support over the years and I look forward to working together in the future on non-audit related engagements.”
In accordance with National Instrument 51-102, the Notice of Change of Auditor, together with the required letters from Deloitte and KPMG, have been reviewed by the Company’s Audit Committee and will be filed on SEDAR.
About GFL
GFL, headquartered in Vaughan, Ontario, is the fourth largest diversified environmental services company in North America, providing a comprehensive line of non-hazardous solid waste management, infrastructure & soil remediation and liquid waste management services through its platform of facilities throughout Canada and in 27 states in the United States. Across its organization, GFL has a workforce of more than 15,000 employees.
For further information: Patrick Dovigi, Founder and Chief Executive Officer
+1 905 326-0101, pdovigi@gflenv.com