GFL Environmental Inc 6-K, filed May 17, 2023
GFL Environmental Inc. (GFL)
About this 6-K
GFL Environmental Inc filed this 6-K on May 17, 2023.
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
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2023
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 offices)
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 ¨ Form 40-F x
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 exhibits are furnished as part of this Report on Form 6-K.
| Exhibit Number |
Description | |
| 99.1 | Press Release Announcing Results of the 2023 Annual and Special Meeting of Shareholders | |
| 99.2 | Report of Voting Results | |
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 | |
| Date: May 17, 2023 | Title: | Executive Vice President and Chief Legal Officer |
Exhibit 99.1
GFL Environmental Inc. Announces Results from Annual and Special Meeting of Shareholders
VAUGHAN, ON, May 17, 2023 – GFL Environmental Inc. (NYSE: GFL) (TSX: GFL) (“GFL” or the “Company”) announced the voting results from its annual and special meeting of shareholders held today virtually via live audio webcast.
Shareholders of the Company voted in favour of all items of business, including the election of each of the director nominees as follows:
| Nominee | Votes For | Votes Withheld | ||
| (a) Patrick Dovigi | 457,984,094 (96.16%) | 18,288,824 (3.84%) | ||
| (b) Dino Chiesa | 447,756,026 (94.01%) | 28,516,892 (5.99%) | ||
| (c) Violet Konkle | 475,930,793 (99.93%) | 342,125 (0.07%) | ||
| (d) Sandra Levy | 476,236,297 (99.99%) | 36,621 (0.01%) | ||
| (e) Jessica McDonald | 449,416,342 (94.36%) | 26,856,576 (5.64%) | ||
| (f) Arun Nayar | 447,093,958 (93.87%) | 29,178,960 (6.13%) | ||
| (g) Paolo Notarnicola | 398,954,610 (83.77%) | 77,318,308 (16.23%) | ||
| (h) Ven Poole | 475,865,350 (99.91%) | 407,568 (0.09%) | ||
| (i) Blake Sumler | 475,866,913 (99.91%) | 406,005 (0.09%) | ||
| (j) Raymond Svider | 416,985,745 (87.55%) | 59,287,173 (12.45%) |
Final voting results on all matters voted on at the meeting will be filed on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
About GFL
GFL, headquartered in Vaughan, Ontario, is the fourth largest diversified environmental services company in North America, providing a comprehensive line of solid waste management, liquid waste management and soil remediation services through its platform of facilities throughout Canada and in more than half of the U.S. states. Across its organization, GFL has a workforce of more than 20,000 employees.
For more information:
Patrick Dovigi
+1 905 326-0101
pdovigi@gflenv.com
Exhibit 99.2
REPORT OF VOTING RESULTS
In accordance with Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations, the following sets out the matters voted upon at the annual and special meeting of shareholders (the “Meeting”) of GFL Environmental Inc. (the “Company”) held on May 17, 2023. Each of the matters set out below is described in greater detail in the Company’s management information circular dated April 5, 2023 (the “Circular”).
| 1. | Election of Directors |
Each of the 10 nominees listed in the Circular was elected as a director of the Company to hold office until the close of the next annual meeting of shareholders or until their successor is elected or appointed. The results of the votes cast are set out below:
| Name of Nominee | Votes FOR | % | Votes WITHHELD | % | ||||
| (a) Patrick Dovigi | 457,984,094 | 96.16% | 18,288,824 | 3.84% | ||||
| (b) Dino Chiesa | 447,756,026 | 94.01% | 28,516,892 | 5.99% | ||||
| (c) Violet Konkle | 475,930,793 | 99.93% | 342,125 | 0.07% | ||||
| (d) Sandra Levy | 476,236,297 | 99.99% | 36,621 | 0.01% | ||||
| (e) Jessica McDonald | 449,416,342 | 94.36% | 26,856,576 | 5.64% | ||||
| (f) Arun Nayar | 447,093,958 | 93.87% | 29,178,960 | 6.13% | ||||
| (g) Paolo Notarnicola | 398,954,610 | 83.77% | 77,318,308 | 16.23% | ||||
| (h) Ven Poole | 475,865,350 | 99.91% | 407,568 | 0.09% | ||||
| (i) Blake Sumler | 475,866,913 | 99.91% | 406,005 | 0.09% | ||||
| (j) Raymond Svider | 416,985,745 | 87.55% | 59,287,173 | 12.45% |
| 2. | Appointment of Independent Auditor |
KPMG LLP was appointed as the auditor of the Company until the next annual meeting of shareholders or until a successor auditor is appointed and the board of directors of the Company was authorized to fix the remuneration of the auditor. The results of the votes cast are set out below:
| Votes FOR | % | Votes WITHHELD | % | |||
| 480,968,122 | 99.91% | 441,090 | 0.09% |
| 3. | Renewal of the Company’s Omnibus Long-Term Incentive Plan |
The resolution regarding the renewal of the Company’s Omnibus Long-Term Incentive Plan and the approval of all unallocated options, rights or other entitlements thereunder were approved. The results of the votes cast are set out below:
| Votes FOR | % | Votes AGAINST | % | |||
| 365,406,052 | 76.72% | 110,866,866 | 23.28% |
| 4. | Renewal of the Company’s DSU Plan |
The resolution regarding the renewal of the Company’s Director DSU Plan, the approval of all unallocated deferred share units thereunder and the ratification of all deferred share units awarded thereunder since its expiry on March 5, 2023 were approved. The results of the votes cast are set out below:
| Votes FOR | % | Votes AGAINST | % | |||
| 471,406,187 | 98.98% | 4,866,731 | 1.02% |
| 5. | Consideration of the Company’s Approach to Executive Compensation |
The advisory non-binding resolution on the Company’s approach to executive compensation was approved. The results of the votes cast are set out below:
| Votes FOR | % | Votes AGAINST | % | |||
| 384,166,606 | 80.66% | 92,106,312 | 19.34% |