8-K - WCN - Equibles

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

Date of Report (Date of earliest eventreported): May 13, 2022

Waste Connections, Inc.

(Exact name of registrant as specifiedin its charter)

Ontario, Canada	1-34370	98-1202763
(State or other jurisdictionof<br><br> <br>Incorporation)	(Commission File Number)	(I.R.S. Employer Identification<br><br> <br>No.)

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

(Formername 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
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 2022 annual meeting of shareholders on May 13, 2022 (the “Meeting”).

The Company’s shareholders (the “Shareholders”) elected each of the eight nominees for director by the votes indicated below:

Nominee for Director:
Ronald J. Mittelstaedt	189,800,659	8,507,193	7,628,288
Edward E. “Ned” Guillet	165,501,884	32,805,967	7,628,289
Michael W. Harlan	169,129,759	29,178,093	7,628,288
Larry S. Hughes	198,085,294	222,557	7,628,289
Worthing F. Jackman	194,708,932	3,598,919	7,628,289
Elise L. Jordan	189,994,683	8,313,169	7,628,288
Susan “Sue” Lee	189,989,130	8,318,721	7,628,289
William J. Razzouk	178,925,366	19,382,485	7,628,289

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:	193,417,357
Total Votes Against:	3,932,014
Total Votes Withheld:	958,476
Total Broker Non-Votes:	7,628,293

The Shareholders approved the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm until the close of the Company’s 2023 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:	205,867,996
Total Votes Withheld:	68,143
Total Broker Non-Votes:	1

Item 8.01 Other Events.

On May 13, 2022, 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 13, 2022, issued by Waste Connections, 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 13, 2022	BY:	/s/ Mary Anne Whitney
		Mary Anne Whitney
		Executive Vice President and Chief Financial Officer

Exhibit 99.1

WASTE CONNECTIONS ANNOUNCES RESULTS FROM ANNUAL

SHAREHOLDERS MEETING

TORONTO, ONTARIO, May 13, 2022 – Waste Connections, Inc. (TSX/NYSE: WCN) (“Waste Connections” or the “Company”) today announced that all of the nominees listed in the Company’s 2022 management information circular and proxy statement (the “proxy statement”) for the annual meeting of shareholders held on May 13, 2022 (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
Ronald J. Mittelstaedt	189,800,659	95.71	8,507,193	4.29
Edward E. “Ned” Guillet	165,501,884	83.46	32,805,967	16.54
Michael W. Harlan	169,129,759	85.29	29,178,093	14.71
Larry S. Hughes	198,085,294	99.89	222,557	0.11
Worthing F. Jackman	194,708,932	98.19	3,598,919	1.81
Elise L. Jordan	189,994,683	95.81	8,313,169	4.19
Susan “Sue” Lee	189,989,130	95.81	8,318,721	4.19
William J. Razzouk	178,925,366	90.23	19,382,485	9.77

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 approved the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm until the close of the Company’s 2023 annual meeting of shareholders 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 is an integrated solid waste services company that provides non-hazardous waste collection, transfer and disposal services, along with resource recovery primarily through recycling and renewable fuels generation. The Company serves more than eight million residential, commercial and industrial customers in mostly exclusive and secondary markets across 43 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., as well as intermodal services for the movement of cargo and solid waste containers in the Pacific Northwest. For more information, visit Waste Connections at www.wasteconnections.com.

CONTACT:

Mary Anne Whitney / (832) 442-2253	Joe Box / (832) 442-2153
maryannew@wasteconnections.com	joe.box@wasteconnections.com