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Waste Connections, Inc. Proxy Solicitation & Information Statement 2024

Apr 4, 2024

46396_rns_2024-04-04_61e86246-e76b-46e0-a085-cfad987b0652.pdf

Proxy Solicitation & Information Statement

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SCAN TO VIEW MATERIALS & VOTE

WASTE CONNECTIONS, INC.

3 WATERWAY SQUARE PLACE, SUITE 110 THE WOODLANDS, TEXAS 77380 USA

VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above

Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 16, 2024. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 16, 2024. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

V42515-P07587

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY

WASTE CONNECTIONS, INC.

The Board of Directors recommends you vote FOR the following director nominees:

  1. Elect the eight director nominees named in the Company’s Proxy Statement to serve for a one-year term. For Withhold The Board of Directors recommends you vote FOR the

1a. Andrea E. Bertone ! ! following proposal: For Against Abstain 2. Say-on-Pay - Approve, on a non-binding, advisory basis,

1b. Edward E. “Ned” Guillet ! ! the compensation of the Company's named executive ! ! ! officers as disclosed in the Company's proxy statement.

1c. Michael W. Harlan ! ! The Board of Directors recommends you vote FOR the For Withhold following proposal:

1d. Larry S. Hughes ! ! 3. Appoint Grant Thornton LLP as the Company’s ! ! independent registered public accounting firm for 2024 and authorize the Company’s Board of Directors to fix

1e. Elise L. Jordan ! ! the remuneration of the independent registered public accounting firm.

1f. Susan “Sue” Lee ! ! 4. Shareholders may be asked to consider other business that may properly come before the meeting or any adjournment or postponement thereof. Management is

1g. Ronald J. Mittelstaedt ! ! not aware of any other items of business at this time. 1h. Carl D. Sparks ! !

Authorized Signature(s) – This section must be completed for your instructions to be executed.

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by the Board of Directors of the Company.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Annual Report (including Form 10-K) are available at www.proxyvote.com.

V42516-P07587

Appointment
I/We, being Shareholders of Waste Connections, Inc., herebyappoint Mary Anne Whitney, Executive Vice President and ChiefFinancial Officer, or failing this person, Robert M. Cloninger,Senior Vice President, Deputy General Counsel and AssistantSecretaryPrint the name of the person you are appointing if this personis someone other than the Board of Directors appointees listedherein.as my/our appointee with full power of substitution to attend, act and to vote for and on behalf of me/us in accordance with the foregoing directions (or if no directions havegiven, as the appointee sees fit) on the matters that may properly come before the Meeting and at any adjournment or postponement thereof.OR been
Form of Proxy - Annual Meeting (the "Meeting") of Shareholders of Waste Connections, Inc. (the "Company") to be held at 8:00 a.m. (Central Time) on May 17, 2024,at the principal administrative offices of the Company, located at 3 Waterway Square Place, Suite 110, The Woodlands, Texas 77380 USAThis Form of Proxy is solicited by and on behalf of the Board of Directors of the Company.
1. Every holder of common shares of the Company (“Common Shares”) has the right to appoint some other person or company of his or her choice, who neednot be a shareholder, to attend and act on his or her behalf at the Meeting or any adjournment or postponement thereof. If you wish to appoint a person orcompany other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see above).2. If your Common Shares are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.), then all those registered should sign thisProxy. If you are voting on behalf of a corporation or another individual you must sign this Proxy with signing capacity stated, and you may be required to provide documentationevidencing your power to sign this Proxy.3. This Proxy should be signed in the exact manner as the name(s) appear(s) on this Proxy.
  1. If this Proxy is not dated, it will be deemed to bear the date on which it is mailed to the holder.

  2. The Common Shares represented by this Proxy will be voted as directed by the holder; however, if such a direction is not made in respect of any matter, this Proxy will be voted as recommended by the Board of Directors of the Company. If no direction is made, the person appointed herein as proxyholder will vote the Common Shares represented by this Proxy: FOR each of our eight director nominees; FOR the approval, on a non-binding, advisory basis, of the compensation of our named executive officers as disclosed in the Proxy Statement (also known as Say-on-Pay); and FOR the appointment of the independent registered public accounting firm and the authorizing of the Board of Directors to fix the remuneration of the independent registered public accounting firm.

  3. The Common Shares represented by this Proxy will be voted for or withheld from voting on or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the Common Shares will be voted accordingly.

  4. This Proxy confers discretionary authority on your chosen proxyholder in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the Meeting or any adjournment or postponement thereof.

  5. This Proxy should be read in conjunction with the accompanying Notice of Meeting and management information circular and proxy statement of the Company (the “Proxy Statement”).

Proxies submitted must be received by Broadridge Financial Solutions, Inc. not later than 11:59 p.m. Eastern Time, on May 16, 2024, or, if the Meeting is adjourned or postponed, at least, 24 hours (excluding weekends and statutory holidays in the Province of Ontario) before the new time of the adjourned or postponed Meeting. The deadline for the deposit of this Proxy may be waived or extended by the Chair of the Meeting at his or her discretion.