8-K
Waste Connections, Inc. (WCN)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant To Section 13 or 15(d)
ofthe Securities Exchange Act of 1934
Dateof Report (Date of earliest event reported): May 17, 2024
Waste Connections, Inc.
(Exact name of registrant as specifiedin its charter)
| Ontario, Canada | 1-34370 | 98-1202763 |
|---|---|---|
| (State or other jurisdictionof Incorporation) | (Commission File Number) | (I.R.S. Employer IdentificationNo.) |
6220 Hwy 7, Suite 600
Woodbridge
Ontario L4H 4G3
Canada
(Address of principalexecutive offices)
Registrant’s telephone number,
including area code: (905
) 532-7510
Not Applicable
(Former nameor address, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common Shares, no par value | WCN | New York Stock Exchange<br><br> <br>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 2024 annual meeting of shareholders on May 17, 2024 (the “Meeting”).
The Company’s shareholders (the “Shareholders”) elected each of the eight nominees for director by the votes indicated below:
| Nominee for Director: | Total Votes For: | Total Votes<br><br> Withheld: | Total Broker<br><br> Non-Votes: | |||
|---|---|---|---|---|---|---|
| Andrea E. Bertone | 214,920,820 | 7,078,922 | 7,409,417 | |||
| Edward E. “Ned” Guillet | 211,975,139 | 10,024,603 | 7,409,417 | |||
| Michael W. Harlan | 210,154,898 | 11,844,844 | 7,409,417 | |||
| Larry S. Hughes | 220,948,973 | 1,050,769 | 7,409,417 | |||
| Elise L. Jordan | 220,196,541 | 1,803,201 | 7,409,417 | |||
| Susan “Sue” Lee | 220,260,734 | 1,739,008 | 7,409,417 | |||
| Ronald J. Mittelstaedt | 218,197,830 | 3,801,912 | 7,409,417 | |||
| Carl D. Sparks | 221,808,705 | 191,037 | 7,409,417 |
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 (“say on pay”), by the votes indicated below:
| Total Votes For: | 212,520,477 |
|---|---|
| Total Votes Against: | 9,259,759 |
| Total Votes Abstained: | 219,506 |
| Total Broker Non-Votes: | 7,409,417 |
The Shareholders approved the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2024 and authorized the Company’s Board of Directors to fix the auditor’s remuneration by the votes indicated below:
| Total Votes For: | 229,298,078 |
|---|---|
| Total Votes Withheld: | 111,081 |
Item 8.01. Other Events.
On May 17, 2024, 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 17, 2024, issued by Waste Connections,<br>Inc. |
|---|---|
| 104 | The cover page of Waste Connections, Inc. on Current Report on Form 8-K formatted in Inline XBRL. |
| --- | --- |
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 17, 2024 | BY: | /s/ Mary Anne Whitney |
| Mary Anne Whitney | ||
| Executive Vice President and Chief Financial Officer |
Exhibit 99.1
WASTE CONNECTIONS ANNUAL SHAREHOLDERS MEETINGRESULTS
TORONTO,ONTARIO, May 17, 2024 – Waste Connections, Inc. (TSX/NYSE: WCN) (“Waste Connections” or the “Company”) today announced the results of its Annual Meeting of Shareholders (the “Meeting”). All eight director nominees in the Company’s 2024 management information circular and proxy statement were nominated at the Meeting and 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 are:
| Nominee | Votes<br> For | % Votes<br> For | Votes<br> Withheld | % Votes Withheld |
|---|---|---|---|---|
| Andrea E. Bertone | 214,920,820 | 96.81 | 7,078,922 | 3.18 |
| Edward E. “Ned” Guillet | 211,975,139 | 95.48 | 10,024,603 | 4.51 |
| Michael W. Harlan | 210,154,898 | 94.66 | 11,844,844 | 5.33 |
| Larry S. Hughes | 220,948,973 | 99.52 | 1,050,769 | 0.47 |
| Elise L. Jordan | 220,196,541 | 99.18 | 1,803,201 | 0.81 |
| Susan “Sue” Lee | 220,260,734 | 99.21 | 1,739,008 | 0.78 |
| Ronald J. Mittelstaedt | 218,197,830 | 98.28 | 3,801,912 | 1.71 |
| Carl D. Sparks | 221,808,705 | 99.91 | 191,037 | 0.08 |
All director nominees were elected in accordance with the majority voting policy included in the Company’s Corporate Governance Guidelines and Board Charter, with each receiving a majority of the total votes cast in respect of his or her election.
The shareholders approved on a non-binding, advisory basis the compensation of the Company’s named executive officers as disclosed in the proxy statement (“Say-on-Pay”).
The shareholders approved the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2024 and authorized the Company’s Board of Directors to fix the auditor’s remuneration.
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 (wasteconnections.com) is an integrated solid waste services company that provides non-hazardous waste collection, transfer and disposal services, including by rail, along with resource recovery primarily through recycling and renewable fuels generation. The Company serves approximately nine million residential, commercial and industrial customers in mostly exclusive and secondary markets across 46 states in the U.S. and six provinces in Canada. Waste Connections also provides non-hazardous oilfield waste treatment, recovery and disposal services in several basins across the U.S. and Canada, as well as intermodal services for the movement of cargo and solid waste containers in the Pacific Northwest. Waste Connections views its Environmental, Social and Governance (“ESG”) efforts as integral to its business, with initiatives consistent with its objective of long-term value creation and focused on reducing emissions, increasing resource recovery of both recyclable commodities and clean energy fuels, reducing reliance on off-site disposal for landfill leachate, further improving safety and enhancing employee engagement. Visit wasteconnections.com/sustainability for more information and updates on our progress towards targeted achievement.
CONTACT:
| Mary Anne Whitney / (832) 442-2253 | Joe Box / (832) 442-2153 |
|---|---|
| maryannew@wasteconnections.com | joe.box@wasteconnections.com |