Waste Connections, Inc. (Form: 8-K, Received: 07/26/2019 17:08:47)

U NITED 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): July 25, 2019

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.)

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 (“NYSE”)

Toronto Stock Exchange (“TSX”)

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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.02‎

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Ronald J. Mittelstaedt as Executive Chairman

On July 26, 2019, Waste Connections, Inc. (the “ Company ”) issued a press release announcing that Ronald J. Mittelstaedt had returned from his temporary leave of absence and, that upon his return, and concurrent with his decision to step down from his position as Chief Executive Officer of the Company, the Board of Directors of the Company (the “ Board ”) had approved the appointment of Mr. Mittelstaedt as Executive Chairman of the Board. Mr. Mittelstaedt’s appointment as Executive Chairman was effective July 25, 2019.

Mr. Mittelstaedt is and will remain an employee of the Company. Information regarding Mr. Mittelstaedt’s business experience is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 as filed with the U.S. Securities and Exchange Commission (the “ SEC ”) and the Canadian securities regulators. Other than as provided in Mr. Mittelstaedt’s prior Separation Benefits Plan and Employment Agreement, as amended, which permitted ‎him to transition from Chief Executive Officer to Executive Chairman of the Board upon delivery of written notice to the Board, there‎ are no arrangements or understandings between Mr. Mittelstaedt and any other person pursuant to which he was selected as Executive Chairman. Mr. Mittelstaedt has no family relationship with any director or other executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer, and there are no transactions in which Mr. Mittelstaedt has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Appointment of Worthing F. Jackman as President and Chief Executive Officer

On July 26, 2019, the Company also announced that the Board appointed Worthing F. Jackman, the Company’s President, as President and Chief Executive Officer, and to serve as a new member of the Board. Mr. Jackman’s appointments were effective July 25, 2019. In connection with Mr. Jackman’s appointment to the Board, the Board expanded its size to seven members and appointed Mr. Jackman to fill the newly created seat. Mr. Jackman’s term will expire at the Company’s 2020 annual meeting of shareholders.

Information regarding Mr. Jackman’s business experience is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 as filed with the SEC and the Canadian securities regulators. There are no arrangements or understandings between Mr. Jackman and any other person pursuant to which he was selected as President and Chief Executive Officer and a member of the Board. There are also no family relationships between Mr. Jackman and any director or executive officer of the Company, and the Company has not entered into any transactions with Mr. Jackman that are reportable pursuant to Item 404(a) of Regulation S-K.

Separation Benefits Plan Participation Agreements

As previously disclosed, on July 24, 2018, the Compensation Committee of the Board (the “ Compensation Committee ”) and the Board of Directors of the Company’s subsidiary, Waste Connections US, Inc., approved an amended and restated Separation Benefits Plan of Waste Connections US, Inc. (the “ Plan ”), under which certain executives of the Company may become eligible to receive certain severance and change in control benefits. An executive is eligible for the benefits provided under the Plan only if (i) the Compensation Committee designates the executive as a participant in the Plan, and (ii) Waste Connections US, Inc. and the executive enter into a letter agreement confirming the executive’s eligibility for, and participation in, the Plan. The benefits under the Plan are only available to the eligible executives in the event the executive’s employment with Waste Connections US, Inc. is involuntarily terminated, except in certain limited circumstances. The foregoing description of the Plan is qualified in its entirety by reference to the full text of the Plan, which can be found as Exhibit 10.1 to the Company’s Current Report on Form 8-K/A, which was previously filed with the SEC on August 31, 2018.

On July 25, 2019, Waste Connections US, Inc. entered into (i) a participation letter agreement under the Plan with Mr. Mittelstaedt, which supersedes Mr. Mittelstaedt’s prior Separation Benefits Plan and Employment Agreement, and (ii) an amended and restated participation letter agreement under the Plan with Mr. Jackman (the “ Letter Agreements ”).

Mr. Jackman’s Letter Agreement, among other things, provides that the Board will nominate Mr. Jackman to the Board during his term as President and Chief Executive Officer, subject to election by the Company’s shareholders.

The foregoing description of the Letter Agreements is qualified in its entirety by reference to the full text of each of the Letter Agreements filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.

A copy of the press release announcing Mr. Mittelstaedt’s return from his temporary leave of absence and his transition from Chief Executive Officer to Executive Chairman and Mr. Jackman’s appointment as President and Chief Executive Officer is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

10.1	Separation Benefits Plan Participation Letter Agreement by and between Waste Connections US, Inc. and Ronald J. Mittelstaedt, effective July 25, 2019.

10.2	Separation Benefits Plan Participation Letter Agreement by and between Waste Connections US, Inc. and Worthing F. Jackman, effective July 25, 2019.

99.1	Press Release, dated July 26, 2019, issued by Waste Connections, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WASTE CONNECTIONS, INC.


	By:		/s/ Patrick J. Shea
			Patrick J. Shea
			Executive Vice President, General Counsel and Secretary

Date: July 26, 2019

Exhibit 10.1

July 25, 2019

Ronald J. Mittelstaedt

3 Waterway Square Place, Suite 110
The Woodlands, Texas 77380

Re:

The Waste Connections US, Inc. Separation Benefits Plan

Dear Ron:

This letter agreement (this “ Letter Agreement ”) relates to the Separation Benefits Plan (and Summary Plan Description) of Waste Connections US, Inc., a Delaware corporation (the “ Company ”), effective July 24, 2018 (the “ Plan ”).

Through this Letter Agreement, you are being offered the opportunity to become a participant in the Plan (a “ Participant ”), and thereby to be eligible to receive the severance and change in control benefits set forth therein, effective as of July 25, 2019 (the “ Participant Effective Date ” ). A copy of the Plan is attached to this Letter Agreement. You should read it carefully and become comfortable with its terms and conditions, and those set forth below.

By signing below, you will be acknowledging and agreeing to the following provisions:

that you have received and reviewed a copy of the Plan;

that terms not defined in this Letter Agreement but beginning with a capital letter have the meaning assigned to them in the Plan;

that participation in the Plan requires that you agree irrevocably and voluntarily to the terms of the Plan (including, without limitation, the covenants set forth in Sections 5, 6 and 12 of the Plan) and the terms set forth below; and

that you have had the opportunity to carefully evaluate this opportunity, and desire to participate in the Plan according to the terms and conditions set forth herein.

3 Waterway Square Place, Suite 110, The Woodlands, TX 77380

Tel (832) 442-2200 · Fax (832) 442-2290 · www.wasteconnections.com

Subject to the foregoing, we invite you to become a Participant in the Plan. Your participation in the Plan will be effective upon your signing and returning this Letter Agreement to the Company within thirty (30) days of your receipt of this Letter Agreement.

You and the Company (hereinafter referred to as the “parties”) hereby AGREE as follows:

Positions and Responsibilities . During the Term, you will be directly employed by the Company, will serve as Executive Chairman of Waste Connections, Inc., a corporation organized under the laws of Ontario, Canada (the “ Parent ”) and certain of its subsidiaries, including the Company, and will perform such other duties and responsibilities as may be reasonably assigned to you from time to time by the Parent’s Board of Directors (the “ Board ”) and/or Chief Executive Officer (the “ CEO ” ). You will devote your attention, energies and abilities in those capacities to the proper oversight and operation of the business of the WCI Group. As Executive Chairman of the Parent and certain of its subsidiaries, including the Company, you will: (i) coordinate your activities with the CEO or his designee, (ii) be based at either the Parent’s principal administrative offices in The Woodlands, Texas or its office in El Dorado Hills, California, and (iii) be responsible for all duties, authority and responsibility customary for such positions. In addition, the Board shall nominate you to serve as a member of the Board at all times during the Term, subject to election by the Parent’s shareholders. During any period in which you are a member of the Board, you shall serve as its Chairman and also shall serve on its Executive Committee. You will devote such time and attention to your duties as are reasonably necessary to the proper discharge of your responsibilities hereunder. You agree to perform all duties consistent with: (a) policies established from time to time by the WCI Group; and (b) all applicable legal requirements. For purposes of the Plan, you are hereby designated as a President/EVP Participant.

Compensation, Benefits and Reimbursement of Expenses .

Base Salary . The Company hereby agrees to pay you an annual base salary of Five Hundred Thousand Dollars ($500,000) (“ Base Salary ”). Your Base Salary will be payable in accordance with the Company’s normal payroll practices, and your Base Salary is subject to withholding and social security, unemployment and other taxes. Further increases in Base Salary will be considered by the Board.

Performance Bonus . You shall be entitled to an annual cash bonus (the “ Bonus ”) based on the Parent’s attainment of reasonable financial objectives to be determined annually by the Board. Your target annual Bonus will equal Fifty Percent (50%) of the applicable year’s ending Base Salary and will be payable if the Board determines, in its sole and exclusive discretion, that that year’s financial objectives have been attained. Nothing in the Plan or in this Letter Agreement shall invalidate any cash bonus plan approval by the Board or a Committee of the Board providing for higher payments in the event extraordinary or “stretch” goals are met. The Bonus will be paid in accordance with the Parent’s bonus plan, as approved by the Board; provided, that in no case shall any portion of the Bonus with respect to any such fiscal year be paid more than three (3) months after the end of such fiscal year.

3 Waterway Square Place, Suite 110, The Woodlands, TX 77380

Tel (832) 442-2200 · Fax (832) 442-2290 · www.wasteconnections.com

Grants of Equity Awards . You shall be eligible for annual grants of restricted share unit awards, performance share unit awards or other Equity Awards on such terms and to such level of participation as the Board or the Compensation Committee of the Board determines to be appropriate, bearing in mind your positions and responsibilities, provided that the target annual amount of such awards is expected to be equal in value to 100% of your Base Salary on the date of grant. The terms of any such Equity Awards shall be governed by the relevant plans under which they are issued and described in detail in applicable agreements between the Parent and you.

Other Benefits . You will be entitled to paid annual vacation, which will accrue on the same basis as for other employees of the Company of similar rank, but which will in no event be less than four (4) weeks for any twelve (12) month period commencing January 1st of each year. You also will be entitled to participate, on the same terms as other employees of the Company participate, in any medical, dental or other health plan, pension plan, profit-sharing plan and life insurance plan that the Company may adopt or maintain, any of which may be changed, terminated or eliminated by the Company at any time in its exclusive discretion.

Reimbursement of Other Expenses . The Company agrees to pay or reimburse you for all reasonable travel and other expenses incurred by you in connection with the performance of your duties on presentation of proper expense statements or vouchers. All such supporting information shall comply with all applicable Company policies relating to reimbursement for travel and other expenses.

Other Perquisites . You shall be entitled to all perquisites provided to a President/EVP Participant, as approved by the Compensation Committee of the Board, and as they may exist from time to time, including reimbursement of up to $20,000 annually for costs you incur for country club and professional association membership dues and professional financial and tax planning services.

Severance and Change in Control Benefits .

3 Waterway Square Place, Suite 110, The Woodlands, TX 77380

Tel (832) 442-2200 · Fax (832) 442-2290 · www.wasteconnections.com

Termination without Cause or for Good Reason . If your employment is terminated by the Company without Cause or by you for Good Reason, the Company will pay you, in lieu of any payments under Section 4 of the Plan for the remainder of the Term, a Severance Amount equal to 2.99 times the sum of your Base Salary as of the Date of Termination plus your target annual Bonus for the year in which the termination occurs. This amount will be paid in accordance with Section 7(b) or Section 8(a) of the Plan, as applicable, in addition to any other payments specified therein.

Payments on Change in Control . If a Change in Control occurs during the Term and your employment with the Company is terminated by the Company without Cause or by you for Good Reason, in each case within two (2) years after the effective date of the Change in Control, then you will be entitled to receive and the Company agrees to pay to you, in lieu of payments under Section 4 of the Plan for the remainder of the Term, a Severance Amount equal to 2.99 times the sum of your Base Salary as of the Date of Termination plus your target annual Bonus for the year in which the termination occurs. This amount will be paid in accordance with Section 10(a) of the Plan, in addition to any other payments specified therein.

Additional Benefits . In addition to the Severance Amount specified in Sections 3(a) and (b) above, if your employment is terminated for the reasons specified in either of those Sections, the Company shall make available to you and your eligible dependents coverage under the Company’s group medical insurance (including group health, dental, and visions benefits) until the later of (i) two years following your termination of employment, or (ii) the date you attain age 65 (each of which shall be concurrent with any health care continuation benefits to which you or your eligible dependents are entitled under Consolidated Omnibus Budget Reconciliation Act (also known as “COBRA”)); provided, however, that you shall be obligated to pay the Company for the portion of the premiums for such coverage on an after-tax basis equal to the amount paid by active employees for such coverage (the “ Medical Insurance Benefit ”). Notwithstanding the previous sentence, with regard to such continuation coverage, if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law or potentially incurring penalties, excise taxes and fees pursuant to the Internal Revenue Code and the Department of Treasury regulations promulgated thereunder (including, without limitation, Section 2716 of the Public Health Service Act), the Medical Insurance Benefit shall terminate and you shall not be eligible to receive any further benefits related to the Medical Insurance Benefit other than as otherwise required by applicable law.

3 Waterway Square Place, Suite 110, The Woodlands, TX 77380

Tel (832) 442-2200 · Fax (832) 442-2290 · www.wasteconnections.com

Right to Other Payments . In consideration of becoming eligible to receive the severance and change in control benefits provided under the terms and conditions of the Plan, in addition to providing the waiver required by Section 7(e) or Section 8(c) of the Plan, as applicable, you agree to waive any and all rights, benefits, and privileges to severance benefits that you might otherwise be entitled to receive under any other plan or arrangement.

Change in Control . For purposes of this Letter Agreement, in addition to the events described in the definition of “Change in Control” in Section 27(f) of the Plan, a Change in Control shall also occur if:

any “person” (as defined in Section 13(d) and 14(d) of the Exchange Act), shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of fifty percent (50%) or more of the outstanding voting securities of a subsidiary of Parent that owns all or substantially all of the WCI Group’s United States operations;

there is a reorganization, merger or other business combination of a subsidiary of Parent that owns all or substantially all of the WCI Group’s United States operations with any other corporation, other than any such merger or other combination that would result in the voting securities of the subsidiary outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the subsidiary or such surviving entity outstanding immediately after such transaction; or

there is a direct or indirect sale, lease, exchange or other transfer (in one transaction or a series of related transactions) by the WCI Group of all, or substantially all, of its United States operations.

Entire Agreement . You understand that the waiver set forth in Section 4 above is irrevocable and that this Letter Agreement and the Plan set forth the entire agreement between the parties with respect to any subject matter covered herein. You agree and acknowledge that this Letter Agreement and the Plan supersede and replace that certain Separation Benefits Plan and Employment Agreement (and Summary Plan Description) effective as of February 13, 2012, as amended by those certain amendments dated December 17, 2015, February 13, 2018, and October 17, 2018 (as amended, the “ Prior Agreement ”), except for Section 4(g) (titled “Retention Award”) of the Prior Agreement (and any definitions or provisions referenced therein, but only for purposes of applying such Section 4(g)), which shall remain in full force and effect.

3 Waterway Square Place, Suite 110, The Woodlands, TX 77380

Tel (832) 442-2200 · Fax (832) 442-2290 · www.wasteconnections.com

Survival . Your participation in the Plan will continue in effect following any termination that occurs while you are a Participant in the Plan with respect to all rights and obligations accruing as a result of such termination.

Counterparts . This Letter Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. A facsimile, telecopy or other reproduction of this Letter Agreement may be executed by one or more parties and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the signature of or on behalf of each such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes.

Miscellaneous . Except for Section 4(g) of the Prior Agreement (and any definitions or provisions referenced therein, but only for purposes of applying such Section 4(g)), this Letter Agreement and the Plan set forth the entire agreement between the WCI Group and you concerning the subject matter described herein, and fully supersede any and all prior oral or written agreements, promises or understandings between the WCI Group and you concerning the subject matter described herein including, without limitation, any acceleration provisions set forth in any agreement evidencing an Equity Award held by you. Further, you represent and acknowledge that in executing this Letter Agreement, you do not rely, and have not relied, on any prior oral or written communications by the WCI Group, and you expressly disclaim any reliance on any prior oral or written communications, agreements, promises, inducements, understandings, statements or representations in entering into this Letter Agreement. Therefore, you understand that you are precluded from bringing any fraud or fraudulent inducement claim against the WCI Group associated with any such communications, agreements, promises, inducements, understandings, statements or representations. The Company and you are entering into this Letter Agreement based on each party’s own judgment.

10.

Execution . You recognize and agree that your execution of this Letter Agreement results in your enrollment and participation in the Plan, that you agree to be bound by the terms and conditions of the Plan and this Letter Agreement, and that you understand that this Letter Agreement may not be amended or modified except pursuant to Section 20 of the Plan.

[Remainder of page left intentionally blank. Signatures to follow.]

3 Waterway Square Place, Suite 110, The Woodlands, TX 77380

Tel (832) 442-2200 · Fax (832) 442-2290 · www.wasteconnections.com

IN WITNESS WHEREOF, the parties have executed this Letter Agreement, which shall be deemed effective as of the Participant Effective Date.

	WASTE CONNECTIONS US, INC.


	By:	/s/ Worthing F. Jackman
		Worthing F. Jackman
		President and Chief Executive Officer

PARTICIPANT

/s/ Ronald J. Mittelstaedt

Ronald J. Mittelstaedt

3 Waterway Square Place, Suite 110, The Woodlands, TX 77380

Tel (832) 442-2200 · Fax (832) 442-2290 · www.wasteconnections.com

Exhibit 10.2

July 25, 2019

Worthing F. Jackman

3 Waterway Square Place, Suite 110
The Woodlands, Texas 77380

Re:

The Waste Connections US, Inc. Separation Benefits Plan

Dear Worthing:

By signing below, you will be acknowledging and agreeing to the following provisions:

that you have received and reviewed a copy of the Plan;

that terms not defined in this Letter Agreement but beginning with a capital letter have the meaning assigned to them in the Plan;

that you have had the opportunity to carefully evaluate this opportunity, and desire to participate in the Plan according to the terms and conditions set forth herein.

3 Waterway Square Place, Suite 110, The Woodlands, TX 77380

Tel (832) 442-2200 · Fax (832) 442-2290 · www.wasteconnections.com

You and the Company (hereinafter referred to as the “parties”) hereby AGREE as follows:

Positions and Responsibilities . During the Term, you will be directly employed by the Company, will serve as President and Chief Executive Officer of Waste Connections, Inc., a corporation organized under the laws of Ontario, Canada (the “ Parent ”) and certain of its subsidiaries, including the Company, and will perform such other duties and responsibilities as may be reasonably assigned to you from time to time by the Parent’s Board of Directors (the “ Board ”). You will devote your attention, energies and abilities in those capacities to the proper oversight and operation of the business of the WCI Group to the exclusion of any other occupation. As President and Chief Executive Officer of the Parent and certain of its subsidiaries, including the Company, you will: (i) report to the Board, (ii) be based at the Parent’s principal administrative offices in The Woodlands, Texas, and (iii) be responsible for all duties, authority and responsibility customary for such positions. In addition, the Board shall nominate you to serve as a member of the Board at all times during the Term, subject to election by the Parent’s shareholders as required. You will devote such time and attention to your duties as are reasonably necessary to the proper discharge of your responsibilities hereunder. You agree to perform all duties consistent with: (a) policies established from time to time by the WCI Group; and (b) all applicable legal requirements. For purposes of the Plan, you are hereby designated as a President/EVP Participant.

2. Compensation, Benefits and Reimbursement of Expenses .

Base Salary . The Company hereby agrees to pay you an annual base salary of Eight Hundred Thousand Dollars ($800,000) (“ Base Salary ”). Your Base Salary will be payable in accordance with the Company’s normal payroll practices, and your Base Salary is subject to withholding and social security, unemployment and other taxes. Further increases in Base Salary will be considered by the Board.

Performance Bonus . You shall be entitled to an annual cash bonus (the “ Bonus ”) based on the Parent’s attainment of reasonable financial objectives to be determined annually by the Board. Your target annual Bonus will equal One Hundred Twenty Five Percent (125%) of the applicable year’s ending Base Salary and will be payable if the Board determines, in its sole and exclusive discretion, that that year’s financial objectives have been attained. Nothing in the Plan or in this Letter Agreement shall invalidate any cash bonus plan approval by the Board or a Committee of the Board providing for higher payments in the event extraordinary or “stretch” goals are met. The Bonus will be paid in accordance with the Parent’s bonus plan, as approved by the Board; provided, that in no case shall any portion of the Bonus with respect to any such fiscal year be paid more than three (3) months after the end of such fiscal year.

3 Waterway Square Place, Suite 110, The Woodlands, TX 77380

Tel (832) 442-2200 · Fax (832) 442-2290 · www.wasteconnections.com

Grants of Equity Awards . You shall be eligible for annual grants of restricted share unit awards, performance share unit awards or other Equity Awards on such terms and to such level of participation as the Board or the Compensation Committee of the Board determines to be appropriate, bearing in mind your positions and responsibilities, provided that the target annual amount of such awards is expected to be equal in value to 200% of your Base Salary on the date of grant. The terms of any such Equity Awards shall be governed by the relevant plans under which they are issued and described in detail in applicable agreements between the Parent and you.

3. Severance and Change in Control Benefits .

3 Waterway Square Place, Suite 110, The Woodlands, TX 77380

Tel (832) 442-2200 · Fax (832) 442-2290 · www.wasteconnections.com

Additional Benefits . In addition to the Severance Amount specified in Sections 3(a) and (b) above, for two years following your termination of employment for the reasons specified under either of those Sections, the Company shall make available to you and your eligible dependents coverage under the Company’s group medical insurance (including group health, dental, and visions benefits) (which shall be concurrent with any health care continuation benefits to which you or your eligible dependents are entitled under Consolidated Omnibus Budget Reconciliation Act (also known as “COBRA”)); provided, however, that you shall be obligated to pay the Company for the portion of the premiums for such coverage on an after-tax basis equal to the amount paid by active employees for such coverage (the “ Medical Insurance Benefit ”). Notwithstanding the previous sentence, with regard to such continuation coverage, if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law or potentially incurring penalties, excise taxes and fees pursuant to the Internal Revenue Code and the Department of Treasury regulations promulgated thereunder (including, without limitation, Section 2716 of the Public Health Service Act), the Medical Insurance Benefit shall terminate and you shall not be eligible to receive any further benefits related to the Medical Insurance Benefit other than as otherwise required by applicable law.

3 Waterway Square Place, Suite 110, The Woodlands, TX 77380

Tel (832) 442-2200 · Fax (832) 442-2290 · www.wasteconnections.com

3 Waterway Square Place, Suite 110, The Woodlands, TX 77380

Tel (832) 442-2200 · Fax (832) 442-2290 · www.wasteconnections.com

Miscellaneous . This Letter Agreement and the Plan set forth the entire agreement between the WCI Group and you concerning the subject matter described herein, and fully supersede any and all prior oral or written agreements, promises or understandings between the WCI Group and you concerning the subject matter described herein including, without limitation, any acceleration provisions set forth in any agreement evidencing an Equity Award held by you. Further, you represent and acknowledge that in executing this Letter Agreement, you do not rely, and have not relied, on any prior oral or written communications by the WCI Group, and you expressly disclaim any reliance on any prior oral or written communications, agreements, promises, inducements, understandings, statements or representations in entering into this Letter Agreement. Therefore, you understand that you are precluded from bringing any fraud or fraudulent inducement claim against the WCI Group associated with any such communications, agreements, promises, inducements, understandings, statements or representations. The Company and you are entering into this Letter Agreement based on each party’s own judgment.

10.

[Remainder of page left intentionally blank. Signatures to follow.]

3 Waterway Square Place, Suite 110, The Woodlands, TX 77380

Tel (832) 442-2200 · Fax (832) 442-2290 · www.wasteconnections.com

IN WITNESS WHEREOF, the parties have executed this Letter Agreement, which shall be deemed effective as of the Participant Effective Date.

	WASTE CONNECTIONS US, INC.


	By:	/s/ Patrick J. Shea
		Patrick J. Shea
		Executive Vice President, General Counsel

PARTICIPANT

/s/ Worthing F. Jackman

Worthing F. Jackman

3 Waterway Square Place, Suite 110, The Woodlands, TX 77380

Tel (832) 442-2200 · Fax (832) 442-2290 · www.wasteconnections.com

Exhibit 99.1

WASTE CONNECTIONS NAMES WORTHING JACKMAN AS PRESIDENT AND CEO;

RON MITTELSTAEDT TRANSITIONS TO EXECUTIVE CHAIRMAN

TORONTO, ONTARIO, July 26, 2019 – Waste Connections, Inc. (TSX/NYSE: WCN) (“Waste Connections” or the “Company”) announced the appointment of Worthing F. Jackman, the Company’s President, to President and Chief Executive Officer. He has also joined Waste Connections’ Board of Directors. The Company also announced that Ronald J. Mittelstaedt has returned from his temporary leave of absence and assumed the role of Executive Chairman of the Board of Directors. As Executive Chairman and as a continuing employee, Mr. Mittelstaedt will assist in several areas, including culture, strategy and mergers and acquisitions.

“After almost 22 years, it's time for me to step away from day-to-day operations to provide sufficient time to address health matters affecting my family,” said Mr. Mittelstaedt. “I am grateful to all of our stakeholders—customers, shareholders, lenders, vendor partners and most of all, our employee family—for the trust they have placed in Waste Connections. I remain committed to the Company and look forward to continuing to serve in my capacity as Executive Chairman. It has been a tremendous honor and privilege to lead Waste Connections, and I look forward to continued success for the Company under Worthing, a trusted and respected leader in whom I have complete confidence.”

In September 1997, Mr. Mittelstaedt founded Waste Connections and took the Company public in May 1998 at approximately $30 million in revenue. Since that time, Waste Connections has grown to over $5.3 billion in revenue, with an equity market capitalization of approximately $25 billion, delivering sector-leading total shareholder returns of approximately 4,000%. Under Mr. Mittelstaedt’s stewardship as Chief Executive Officer and Chairman, Waste Connections has become the third largest solid waste company in North America, expanding operations to 42 states in the U.S. and six provinces in Canada, with more than 18,000 employees serving more than seven million customers.

“Few individuals have had as profound an impact on a company or created as much shareholder value as Ron and his team,” said Michael Harlan, Waste Connections’ lead independent director. “Ron has a track record of success that is unparalleled in the industry and has set the standard for excellence as a servant leader with a focus on culture and people. We are confident that he will continue to be impactful in his new role, while also having greater flexibility to devote time to his family. We are grateful for all that Ron has done for the Company, its stakeholders and the communities we serve, and we are extremely pleased that he will continue to serve as Executive Chairman.”

Mr. Jackman has been an integral part of Waste Connections since its inception, originally as its investment banker. He joined the Company in 2003 and has been a member of the senior executive team since 2004, when he assumed the role of Chief Financial Officer. Mr. Jackman was promoted to President in July 2018 and has served as the Company’s Principal Executive Officer since February 2019. “In the more than 20 years he has been affiliated with Waste Connections, Worthing has proven to be an outstanding business executive and leader, with a commitment to furthering the Company’s strategic vision and a relentless focus on growth, culture, execution, accountability and value creation. He has been instrumental in our success and is a respected member of the leadership team, both across the Company and within the industry and the broader investment community,” said Mr. Mittelstaedt. “Our Board has great confidence in Worthing, and we believe that he is the right person to lead the Company.”

“We have tremendous opportunities looking ahead,” said Mr. Jackman. “It is a privilege to lead a long-established team that is well-positioned to drive further shareholder value creation through the solid foundation built under Ron’s leadership. And as a servant leader, I am especially humbled, and have an unending commitment, to serve the more than 18,000 dedicated employees whose tireless efforts are integral to the Company’s continuing success.”

Q2 2019 Conference Call

Waste Connections will be hosting a conference call related to second quarter earnings on July 30 ^th at 8:30 A.M. Eastern Time. To access the call, listeners should dial 800-768-9711 (within North America) or 212-231-2912 (international) approximately 10 minutes prior to the scheduled start time and ask the operator for the Waste Connections conference call (a passcode is not required). A replay of the conference call will be available until August 6, 2019 by calling 800-633-8284 (within North America) or 402-977-9140 (international) and entering Passcode #21925963. The call will be broadcast live over the Internet through a link on the Company’s website at www.wasteconnections.com. A playback of the call will be available on the Company’s website.

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 movement of cargo and solid waste containers in the Pacific Northwest.

For more information, visit the Waste Connections web site 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 (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”), including "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 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 expectations and successful management of the executive transitions. 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 the Company’s filings 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:

Mary Anne Whitney / (832) 442-2253

maryannew@wasteconnections.com