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Waste Connections, Inc. Proxy Solicitation & Information Statement 2020

Apr 14, 2020

46396_rns_2020-04-14_f541029b-816d-4b11-a989-db684afd8848.pdf

Proxy Solicitation & Information Statement

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Notice of Annual and Special Meeting of Shareholders

MEETING INFORMATION FRIDAY, MAY 15, 2020 8:00 a.m. Central Time

Waste Connections, Inc. 3 Waterway Square Place, Suite 110 The Woodlands, Texas 77380

The Annual and Special Meeting (the “Meeting”) of Shareholders of Waste Connections, Inc. (the “Company”) will be held on Friday, May 15, 2020, at 8:00 a.m. (Central Time). The Meeting will be held at the Company’s principal administrative offices located at Waste Connections, Inc., 3 Waterway Square Place, Suite 110, The Woodlands, Texas 77380, for the following purposes:

  1. To elect the directors of the Company, to hold office until the close of the 2021 Annual Meeting of Shareholders of the Company or until any such director’s earlier resignation, or their respective successors are duly elected or appointed, which is RECOMMENDED by our Board of Directors;

  2. To approve on a non-binding, advisory basis the compensation of our named executive officers as disclosed in the Company’s Management Information Circular and Proxy Statement in respect of the Meeting (“say on pay”), which is RECOMMENDED by our Board of Directors;

  3. To approve the appointment of Grant Thornton LLP as our independent registered public accounting firm until the close of the 2021 Annual Meeting of Shareholders of the Company, and authorize our Board of Directors to fix the auditor’s remuneration, which is RECOMMENDED by our Board of Directors;

  4. To approve the Waste Connections, Inc. 2020 Employee Share Purchase Plan, which is RECOMMENDED by our Board of Directors; and

  5. To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

Only registered holders of common shares in the capital of the Company (the “Common Shares”) at the close of business on March 19, 2020, the record date for the Meeting, are entitled to receive notice of and to vote at the Meeting or any adjournment or postponement thereof.

Important Notice Regarding the Availability of Proxy Materials for the Annual and Special Meeting of Shareholders to be Held on May 15, 2020

This Notice of Meeting and the accompanying Management Information Circular and Proxy Statement and related solicitation materials in respect of the Meeting, our 2019 Annual Report, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the U.S. Securities and Exchange Commission and the securities commissions or similar regulatory authorities in Canada on February 13, 2020, are available at http://wasteconnections.investorroom.com.

Registered holders of Common Shares may vote their proxies by signing, dating and returning a proxy card or by using the Internet or telephone pursuant to the instructions on your proxy card. If your Common Shares are held in the name of a bank or broker, you may be able to vote on the Internet or by telephone. Please follow the instructions on the form you receive. Voting by using the Internet or telephone, or by returning your proxy card in advance of the Meeting, does not preclude you from attending the Meeting.

Your vote is important. Whether or not you plan to attend the Meeting, we urge you to vote and submit your proxy as promptly as possible in order to ensure your representation at the Meeting.

By Order of the Board of Directors, Patrick J. Shea Executive Vice President, General Counsel and Secretary April 3, 2020

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:

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INTERNET BY TELEPHONE BY MAIL IN PERSON Visit the website on your proxy card Call the telephone number on your Sign, date and return your proxy card in Attend the annual and special meeting proxy card the enclosed envelope in The Woodlands, Texas. See page 4 for instructions on how to attend

Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.