Waste Connections, Inc 8-K, filed May 15, 2020
Waste Connections, Inc. (WCN)
About this 8-K
Waste Connections, Inc filed this 8-K on May 15, 2020.
Items reported
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant
To Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported):
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
Registrant’s telephone
number, including area code: (
Not Applicable
(Former name or address, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|
Toronto Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07. Submission of Matters to a Vote of Security Holders.
Waste Connections, Inc. (the “Company”) held its 2020 annual and special meeting of shareholders on May 15, 2020 (the “Meeting”).
The Company’s shareholders (the “Shareholders”) elected each of the Company’s nominees for director by the votes indicated below:
| Nominee for Director: | Total Votes For: | Total Votes Withheld: | Total Broker Non-Votes: |
| Ronald J. Mittelstaedt | 208,434,846 | 12,518,668 | 7,122,363 |
| Edward E. “Ned” Guillet | 214,286,622 | 6,666,892 | 7,122,363 |
| Michael W. Harlan | 206,048,489 | 14,905,025 | 7,122,363 |
| Larry S. Hughes | 220,813,290 | 140,224 | 7,122,363 |
| Worthing F. Jackman | 218,665,041 | 2,288,473 | 7,122,363 |
| Elise L. Jordan | 220,639,784 | 313,730 | 7,122,363 |
| Susan “Sue” Lee | 218,879,180 | 2,074,334 | 7,122,363 |
| William J. Razzouk | 208,227,891 | 12,725,623 | 7,122,363 |
The Shareholders approved on a non-binding, advisory basis the compensation of the Company’s named executive officers as disclosed in the Company’s management information circular and proxy statement in respect of the Meeting by the votes indicated below:
| Total Votes For: | 215,495,666 |
| Total Votes Against: | 5,375,787 |
| Total Votes Withheld: | 81,680 |
| Total Broker Non-Votes: | 7,122,744 |
The Shareholders appointed Grant Thornton LLP as the Company’s independent registered public accounting firm until the close of the Company’s 2021 Annual Meeting of Shareholders and authorized the Company’s Board of Directors to fix the auditor’s remuneration by the votes indicated below:
| Total Votes For: | 227,932,400 |
| Total Votes Withheld: | 143,477 |
| Total Broker Non-Votes: | 0 |
The Shareholders approved the Waste Connections, Inc. 2020 Employee Share Purchase Plan by the votes indicated below:
| Total Votes For: | 220,777,436 |
| Total Votes Against: | 176,751 |
| Total Broker Non-Votes: | 7,121,690 |
Item 8.01 Other Events.
On May 15, 2020, the Company issued a press release announcing that the Shareholders had elected as the Company’s directors each of the nominees listed above under Item 5.07 at the Meeting. The press release announcing the election of the directors and related matters is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibit. |
| 99.1 | Press Release, dated May 15, 2020, issued by Waste Connections, Inc. |
SIGNATURES
Pursuant to the requirements of the U.S. Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WASTE CONNECTIONS, INC. | |||
| Date: May 15, 2020 | BY: | /s/ Mary Anne Whitney | |
| Mary Anne Whitney | |||
| Senior Vice President and Chief | |||
| Financial Officer | |||
Exhibit 99.1
WASTE CONNECTIONS ANNOUNCES RESULTS FROM SHAREHOLDERS MEETING
TORONTO, ONTARIO, May 15, 2020 - Waste Connections, Inc. (TSX/NYSE: WCN) (“Waste Connections” or the “Company”) today announced that all of the nominees listed in the Company’s management information circular and proxy statement (the “proxy statement”) for the annual and special meeting of shareholders held on May 15, 2020 (the “Meeting”) were elected as directors of the Company. Each director will serve until the next annual meeting of shareholders or until his or her successor is duly elected or appointed.
Detailed results of the vote for the election of directors held at the Meeting are set out below.
| Nominee | Votes For | % Votes For | Votes Withheld | % Votes Withheld |
| Ronald J. Mittelstaedt | 208,434,846 | 94.33 | 12,518,668 | 5.67 |
| Edward E. “Ned” Guillet | 214,286,622 | 96.98 | 6,666,892 | 3.02 |
| Michael W. Harlan | 206,048,489 | 93.25 | 14,905,025 | 6.75 |
| Larry S. Hughes | 220,813,290 | 99.94 | 140,224 | 0.06 |
| Worthing F. Jackman | 218,665,041 | 98.96 | 2,288,473 | 1.04 |
| Elise L. Jordan | 220,639,784 | 99.86 | 313,730 | 0.14 |
| Susan “Sue” Lee | 218,879,180 | 99.06 | 2,074,334 | 0.94 |
| William J. Razzouk | 208,227,891 | 94.24 | 12,725,623 | 5.76 |
As each director received at least a majority of the total number of votes cast in respect of his or her election, all directors have been elected in accordance with the majority voting policy included in the Company’s Corporate Governance Guidelines and Board Charter.
The shareholders approved on a non-binding, advisory basis the compensation of the Company’s named executive officers as disclosed in the proxy statement in respect of the Meeting.
The shareholders appointed Grant Thornton LLP as the Company’s independent registered public accounting firm until the close of the Company’s 2021 annual meeting of shareholders and authorized the Company’s Board of Directors to fix the auditor’s remuneration.
The shareholders approved the Waste Connections, Inc. 2020 Employee Share Purchase Plan.
Final voting results on all matters considered at the Meeting will be filed with U.S. Securities and Exchange Commission and the securities commissions or similar regulatory authorities in Canada.
About Waste Connections
Waste Connections is an integrated solid waste services company that provides non-hazardous waste collection, transfer, disposal and recycling services in mostly exclusive and secondary markets in the United States and Canada. Through its R360 Environmental Solutions subsidiary, Waste Connections is also a leading provider of non-hazardous oilfield waste treatment, recovery and disposal services in several of the most active natural resource producing areas in the United States, including the Permian, Bakken and Eagle Ford Basins. Waste Connections serves more than seven million residential, commercial, industrial, and exploration and production customers in 42 states in the U.S., and six provinces in Canada. The Company also provides intermodal services for the rail haul movement of cargo and solid waste containers in the Pacific Northwest.
For more information, visit the Waste Connections website at www.wasteconnections.com. Copies of financial literature, including this release, are available on the Waste Connections website or through contacting us directly at (905) 532-7510. Investors can also obtain these materials and other documents filed with the U.S. Securities and Exchange Commission (“SEC”) and the Canadian securities regulators free of charge at the SEC’s website, www.sec.gov, and at the System for Electronic Document Analysis and Retrieval maintained by the Canadian Securities Administrators at www.sedar.com.
CONTACT:
| Mary Anne Whitney / (832) 442-2253 | Joe Box / (281) 873-3205 |
| maryannew@wasteconnections.com | joe.box@wasteconnections.com |