Exhibit 3.1
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 23, 2017
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.) |
610 Applewood Crescent, 2nd Floor
Vaughan
Ontario L4K 0E3
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.)
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 26, 2017, Waste Connections, Inc. (the “ Company ”) filed articles of amendment to the Company’s articles of amalgamation pursuant to Section 168(1)(h) of the Business Corporations Act (Ontario) to change the number of the Company’s common shares, whether issued or unissued, on a three-for-two basis, such that, every two common shares will become three common shares effective June 7, 2017, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its 2017 annual and special meeting of shareholders on May 23, 2017 (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 | 147,654,522 | 1,955,494 | 5,220,296 |
| Robert H. Davis | 148,142,722 | 1,467,294 | 5,220,296 |
| Edward E. “Ned” Guillet | 148,891,864 | 718,152 | 5,220,296 |
| Michael W. Harlan | 146,613,424 | 2,996,592 | 5,220,296 |
| Larry S. Hughes | 149,462,021 | 147,995 | 5,220,296 |
| Susan “Sue” Lee | 149,537,158 | 72,858 | 5,220,296 |
| William J. Razzouk | 146,615,301 | 2,994,715 | 5,220,296 |
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 2018 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: | 154,779,735 |
| Total Votes Withheld: | 50,576 |
| Total Broker Non-Votes: | 1 |
The Shareholders approved a special resolution authorizing an amendment to the Company’s articles of amalgamation pursuant to Section 168(1)(h) of the Business Corporations Act (Ontario) to change the number of the Company’s common shares, whether issued or unissued, on a three-for-two basis, such that, when and if such amendment is given effect, every two common shares will become three common shares by the votes indicated below:
| Total Votes For: | 154,774,085 |
| Total Votes Against: | 56,222 |
| Total Broker Non-Votes: | 5 |
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: | 144,756,695 |
| Total Votes Against: | 4,793,804 |
| Total Votes Abstained: | 59,513 |
| Total Broker Non-Votes: | 5,220,300 |
The Shareholders approved on a non-binding, advisory basis holding future say on pay votes every year by the votes indicated below:
| Total Votes For Every Year: | 142,176,054 |
| Total Votes For Every Two Years: | 294,298 |
| Total Votes For Every Three Years: | 7,118,162 |
| Total Votes Abstained: | 21,497 |
| Total Broker Non-Votes: | 5,220,301 |
The Board of Directors of the Company will consider the voting results in its determination of the time period to hold future say on pay votes during its next meeting, and the Company will amend this Current Report on Form 8-K to reflect such decision.
Item 8.01 Other Events.
On May 23, 2017, the Company issued a press release announcing that its shareholders had approved the splitting of the Company’s common shares on a three-for-two basis (the “ Share Split ”) at the Meeting. The proposed Share Split is subject to the requirements of the Toronto Stock Exchange and the New York Stock Exchange. The Company expects that Shareholders of record as of the close of business on June 7, 2017, will receive from the Company’s transfer agent on June 16, 2017, one additional common share for every two shares held. The press release announcing the Share Split and related matters is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Also on May 23, 2017, the Company issued a press release announcing that its shareholders had elected as its 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 99.2 and is incorporated herein by reference.
Safe Harbor and Forward-Looking Information
This document contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 (“ PSLRA ”) and "forward-looking information" within the meaning of applicable Canadian securities laws. These forward-looking statements are neither historical facts nor assurances of future performance and reflect Waste Connections’ current beliefs and expectations regarding future events and operating performance. These forward-looking statements are often identified by the words “may,” “might,” “believes,” “thinks,” “expects,” “intends” or other words of similar meaning. All of the forward-looking statements included in this document are made pursuant to the safe harbor provisions of the PSLRA and applicable Canadian securities laws. Forward-looking statements involve risks and uncertainties. Forward-looking statements in this document include, but are not limited to, the Company’s ability to obtain the required regulatory approvals to complete the Share Split. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to risk factors detailed from time to time in filings that have been made by the Company with the U.S. Securities and Exchange Commission and the securities commissions or similar regulatory authorities in Canada. You should not place undue reliance on forward-looking statements, which speak only as of the date of this document. Waste Connections undertakes no obligation to update the forward-looking statements set forth in this document, whether as a result of new information, future events, or otherwise, unless required by applicable securities laws.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit.
| 3.1 | Articles of Amendment to the Articles of Amalgamation of Waste Connections, Inc. |
| 99.1 | Press Release, dated May 23, 2017, issued by Waste Connections, Inc. |
| 99.2 | Press Release, dated May 23, 2017, 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 26, 2017 | BY: | /s/ Worthing F. Jackman | |
| Worthing F. Jackman, | |||
| Executive Vice President and Chief | |||
| Financial Officer | |||
EXHIBIT INDEX
| Exhibit No. | DESCRIPTION |
| 3.1 | Articles of Amendment to the Articles of Amalgamation of Waste Connections, Inc. |
| 99.1 | Press Release, dated May 23, 2017, issued by Waste Connections, Inc. |
| 99.2 | Press Release, dated May 23, 2017, issued by Waste Connections, Inc. |
Exhibit 3.1
Exhibit 99.1
WASTE CONNECTIONS SHAREHOLDERS APPROVE 3-FOR-2 STOCK SPLIT
TORONTO, ONTARIO, May 23, 2017 – Waste Connections, Inc. (TSX/NYSE: WCN) (“Waste Connections” or the “Company”) announced that at its Annual and Special Meeting of Shareholders held today, shareholders passed a special resolution to approve the proposed three-for-two split (the “Share Split”) of the Company’s common shares (the “Common Shares”). Shareholders of record as of the close of business on June 7, 2017 (the “Record Date”) will receive from the Company’s transfer agent on June 16, 2017 (the “Payment Date”) one additional common share for every two shares held.
The New York Stock Exchange and the Toronto Stock Exchange have determined to implement due bill trading in connection with the Share Split. A due bill is an entitlement attached to listed securities undergoing a material corporation action, such as the Share Split. In this instance, anyone purchasing Common Shares during the period commencing at the opening of business two trading days prior to the Record Date (i.e., Monday, June 5, 2017) and ending on the Payment Date (i.e., Friday, June 16, 2017), inclusive (the “due bill period”), will receive a payable right. Any trades that are executed during the due bill period will be flagged to ensure purchasers receive the entitlement to the additional Common Shares issuable as a result of the Share Split. The Common Shares will commence trading on an ex-dividend basis on Monday, June 19, 2017. The due bill redemption date will be Wednesday, June 21, 2017.
“We believe the stock split, our fourth such split since our founding almost 20 years ago, demonstrates our continuing commitment to both broaden our shareholder base and enhance liquidity for investors,” said Ronald J. Mittelstaedt, Chairman and Chief Executive Officer.
Shareholders do not need to take any action. The Company will use the direct registration system (“DRS”) to electronically register the Common Shares issued pursuant to the Share Split, rather than issuing physical share certificates. Computershare Investor Services Inc. (“Computershare”), Waste Connections’ registrar and transfer agent, will send out DRS advice statements to registered shareholders, indicating the number of additional Common Shares that they are receiving as a result of the Share Split. This will allow shareholders to hold their additional Common Shares in a “book entry” form without having a physical share certificate issued. In addition, Computershare will electronically issue the appropriate number of Common Shares to CDS Clearing and Depositary Services Inc. and The Depository Trust Company for distribution to the non-registered shareholders of Waste Connections. Beneficial shareholders who hold their Common Shares in an account with their investment dealer or other intermediary will have their accounts automatically updated to reflect the Share Split in accordance with the applicable brokerage account providers’ usual procedures.
No holder of Common Shares will be issued fractional shares as a result of the Share Split. All fractional Common Shares resulting from the Share Split will be aggregated and sold in the open market for holders of Common Shares by Computershare, and each holder of Common Shares who would otherwise have been entitled to receive a fraction of a Common Share will receive, in lieu thereof, cash, without interest, in an amount equal to the proceeds from such sale by Computershare, less any brokerage commissions or other fees, in accordance with such holders’ fractional interest in the aggregate number of Common Shares sold. Shareholders will receive cash payments for any fractional shares in Canadian dollars, calculated based on the prevailing average market rate on the date or dates the sales are completed, if they are residents of Canada, and in U.S. dollars if they are not residents of Canada, including if they are residents of the United States.
Subject to the treatment of fractional shares, the Share Split is not expected to constitute a taxable transaction for either Canadian federal income tax purposes or U.S. federal income tax purposes. A holder who receives cash in lieu of a fractional Common Share will generally realize a capital gain (or capital loss) in respect of the disposition of that fractional Common Share.
About Waste Connections
Waste Connections is an integrated solid waste services company that provides 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 six million residential, commercial, industrial, and exploration and production customers in 39 states in the U.S., and five provinces in Canada. Waste Connections also provides intermodal services for the 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 either (905) 532-7510 or (832) 442-2200. Investors can also obtain these materials and other documents filed with the U.S. Securities and Exchange Commission (SEC) and the securities commissions or similar regulatory authorities in Canada free of charge at the SEC’s website, www.sec.gov, and at the System for Electronic Document Analysis and Retrieval (SEDAR) maintained by the Canadian Securities Administrators at www.sedar.com.
Safe Harbor and Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 (PSLRA) and “forward-looking information” within the meaning of applicable securities laws in Canada. These forward-looking statements are neither historical facts nor assurances of future performance and reflect Waste Connections’ current beliefs and expectations regarding future events and operating performance. These forward-looking statements are often identified by the words “may,” “might,” “believes,” “thinks,” “expects,” “intends” or other words of similar meaning. All of the forward-looking statements included in this press release are made pursuant to the safe harbor provisions of the PSLRA and applicable Canadian securities laws. Forward-looking statements involve risks and uncertainties. Forward-looking statements in this press release include, but are not limited to, statements about the timing and impact of the proposed share split. Important factors that could cause actual results to differ materially from those in the forward-looking statements, include, but are not limited to risk factors detailed from time to time in filings that have been made by the Company with the U.S. Securities and Exchange Commission and the securities commissions or similar regulatory authorities in Canada. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. Waste Connections undertakes no obligation to update the forward-looking statements set forth in this press release, whether as a result of new information, future events, or otherwise, unless required by applicable securities laws.
CONTACT:
| Worthing Jackman / (832) 442-2266 | Mary Anne Whitney / (832) 442-2253 |
| worthingj@wasteconnections.com | maryannew@wasteconnections.com |
Exhibit 99.2
WASTE CONNECTIONS ANNOUNCES ELECTION OF DIRECTORS
TORONTO, ONTARIO, May 23, 2017 - Waste Connections, Inc. (TSX/NYSE: WCN) (“Waste Connections” or the “Company”) announced that all of the nominees listed in the Company’s management information circular and proxy statement for the annual and special meeting of shareholders held on May 23, 2017 (the “Meeting”) at the Company’s principal administrative offices located in The Woodlands, Texas, were elected as directors of the Company. Each director will serve until the next annual meeting of shareholders or until their successors are 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 | 147,654,522 | 98.79% | 1,955,494 | 1.31% |
| Robert H. Davis | 148,142,722 | 99.02% | 1,467,294 | 0.98% |
| Edward E. “Ned” Guillet | 148,891,864 | 99.52% | 718,152 | 0.48% |
| Michael W. Harlan | 146,613,424 | 98.00% | 2,996,592 | 2.00% |
| Larry S. Hughes | 149,462,021 | 99.90% | 147,995 | 0.10% |
| Susan “Sue” Lee | 149,537,158 | 99.95% | 72,858 | 0.05% |
| William J. Razzouk | 146,615,301 | 98.00% | 2,994,715 | 2.00% |
As each director received at least a majority of the total number of votes cast in respect of their election, all directors have been elected in accordance with the majority voting policy included in the Company’s Corporate Governance Guidelines and Board Charter.
Final voting results on all matters 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 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 six million residential, commercial, industrial, and exploration and production customers in 39 states in the U.S., and five provinces in Canada. Waste Connections also provides intermodal services for the 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 either (905) 532-7510 or (832) 442-2200. Investors can also obtain these materials and other documents filed with the U.S. Securities and Exchange Commission (SEC) and the securities commissions or similar regulatory authorities in Canada free of charge at the SEC’s website, www.sec.gov, and at the System for Electronic Document Analysis and Retrieval (SEDAR) maintained by the Canadian Securities Administrators at www.sedar.com.
CONTACT:
| Worthing Jackman / (832) 442-2266 | Mary Anne Whitney / (832) 442-2253 |
| worthingj@wasteconnections.com | maryannew@wasteconnections.com |