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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant To Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): May 13, 2022
Waste Connections, Inc.
(Exact name of registrant as specified
in its charter)
| Ontario, Canada |
|
1-34370 |
|
98-1202763 |
|
(State or other jurisdiction
of
Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification
No.) |
6220 Hwy 7, Suite 600
Woodbridge
Ontario L4H 4G3
Canada
(Address of principal
executive offices)
Registrant’s telephone number,
including area code: (905) 532-7510
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 |
| Common Shares, no par value |
WCN |
New York Stock Exchange
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: | |
Total Votes For: | | |
Total Votes
Withheld: | | |
Total Broker
Non-Votes: | |
| 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.
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 | |
Votes
For | | |
% Votes
For | | |
Votes
Withheld | | |
% Votes
Withheld | |
| 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 |