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| Date May 19, 2023 Time 8:00 a.m. Central Time | | | Place Waste Connections, Inc. 3 Waterway Square Place Suite 110 The Woodlands, TX 77380 | |
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| SAFETY | | | INTEGRITY | | | CUSTOMER SERVICE | |
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| TO BE A GREAT PLACE TO WORK | | | TO BE THE PREMIER WASTE SERVICES COMPANY IN THE U.S. AND CANADA | |
| | YOUR VOTE IS VERY IMPORTANT. | | |
| | Whether or not you plan to attend the Meeting, we urge you to vote and submit your proxy in order to ensure the presence of a quorum. You may do so pursuant to the instructions on your proxy card (including by returning your proxy card by mail or using the Internet or your telephone) if you are a registered shareholder or pursuant to the instructions you receive from your bank or broker (including by using the Internet or your telephone if your bank or broker provides such instructions). 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. | | |
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TIME AND DATE | 8:00 a.m., Central Time | | |||||||||
| LOCATION | Waste Connections, Inc. 3 Waterway Square Place Suite 110 The Woodlands, TX 77380 | | ||||||||
| WHO MAY VOTE Shareholders as of | | |||||||||
| Q&A (See “General Information” on page i for more information) • How many shares are entitled to vote? As of the • May I change my vote? Yes, you may deliver a new proxy with a later date, mail a notice revoking your proxy then vote in person, or update your vote using the Internet or telephone in accordance with the instructions on your proxy card. The latest voting instructions, properly submitted by you and received as described in the accompanying Management Information Circular and Proxy Statement, will be counted. • How many votes do I get? Each shareholder of record is entitled to one vote for each Common Share held. | |
| Items of Business | | | Board Recommendation | | | See Page | | ||||||
| 1 | | | Election of directors | | | | | FOR each director nominee | | | | ||
| 2 | | | Non-binding, advisory vote to approve our named executive officer compensation (“say-on-pay”) | | | | | FOR | | | | ||
| 3 | | | Non-binding, advisory vote on the frequency of a shareholder advisory vote to approve our named executive officer compensation (“say-when-on-pay”) | | | | | FOR a frequency of EVERY YEAR | | | | ||
| 4 | | | Appointment of Grant Thornton LLP as our independent registered public accounting firm for 2023 and authorization of the Board of Directors to fix Grant Thornton LLP’s remuneration | | | | | FOR | | | | ||
| 5 | | | Any other business that may properly come before the Meeting (or any adjournment or postponement of the Meeting) | | | | | | | | | | |
| Internet Vote by visiting the website on your proxy card, www.investorvote.com, 24/7 | | | Phone Vote by calling the telephone number on your proxy card, toll-free, 1-866-732-V0TE (8683), 24/7 | | | Mail Vote by signing, dating and returning your proxy card | | | Mobile Device Scan the QR code | | | At the Meeting Attend the Annual meeting and cast your ballot | |
| | | By Order of the Board of Directors, Patrick J. Shea Executive Vice President, General Counsel and Secretary April 6, 2023 | |
| | | | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS | | | This Notice of Meeting and the accompanying Management Information Circular and Proxy Statement and related solicitation materials in respect of the Meeting and our 2022 Annual Report to Shareholders (which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the U.S. Securities and Exchange Commission and the securities commissions or similar regulatory authorities in Canada on February 16, 2023), are available at investors.wasteconnections.com. | | |
| | | | Average rate (Bank of Canada) | | | | | Average rate (Bank of Canada) | | ||||||||||||||||||
| Year ended December 31, | | CAD$ per US$1.00 | | US$ per CAD$1.00 | | Year ended December 31, | | CAD$ per US$1.00 | | US$ per CAD$1.00 | | ||||||||||||||||
| 2017 | | | $ | 1.2986 | | | | $ | 0.7701 | | | 2018 | | | $ | 1.2957 | | | | $ | 0.7718 | | | ||||
| 2018 | | | $ | 1.2957 | | | | $ | 0.7718 | | | 2019 | | | $ | 1.3269 | | | | $ | 0.7536 | | | ||||
| 2019 | | | $ | 1.3269 | | | | $ | 0.7536 | | | 2020 | | | $ | 1.3415 | | | | $ | 0.7454 | | | ||||
| 2020 | | | $ | 1.3415 | | | | $ | 0.7454 | | | 2021 | | | $ | 1.2535 | | | | $ | 0.7978 | | | ||||
| 2021 | | | $ | 1.2537 | | | | $ | 0.7977 | | | 2022 | | | $ | 1.3013 | | | | $ | 0.7685 | | |
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| PROPOSAL | | | REQUIREMENT FOR APPROVAL | | | EFFECT OF VOTES WITHHELD / ABSTENTIONS | | |||
| 1. | | | Election of Directors | | | You may vote The election of each director nominee may be approved by any one or more shareholders voting | | | A “WITHHOLD” vote is treated as a share present but not a vote cast. A “WITHHOLD” vote will not be counted as a vote cast for the purposes of electing such nominee. However, in uncontested director elections, an incumbent director who receives more “WITHHOLD” votes than votes “FOR” in respect of his or her election must tender their resignation from the Board of Directors. | |
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH NOMINEE (See Page | | |||||||||
| 2. | | | Say-on-Pay | | | You may vote “FOR” or “AGAINST” or you may This proposal will be considered approved by the affirmative vote of a simple majority (50 percent plus one) of the Common Shares present, either in person or by proxy, and entitled to | | | | |
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| 3. | | | Say-When-on-Pay | | | You may vote “EVERY YEAR,” “EVERY TWO YEARS,” “EVERY THREE YEARS,” or you may “ABSTAIN” from voting on this proposal. This proposal will be considered approved by the affirmative vote of a simple majority of the votes cast at the Meeting in favor of any one of the frequency alternatives, or, if none of the frequency alternatives receives at least a simple majority of the votes cast at the Meeting, we will consider the frequency alternative that receives the greatest number of votes cast at the Meeting to be the frequency alternative that has been selected by the shareholders. | | | An “ABSTAIN” vote will have no effect on the outcome of the vote on the Say-When-on-Pay Proposal. Voting results will be considered as set forth under “Requirement for Approval”. | |
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| 4. | | | Appointment of Auditor | | | The appointment of Grant Thornton LLP as our independent registered public accounting firm for 2023 and the authorization of the Board of Directors to fix Grant Thornton LLP’s remuneration may be approved by any one or more shareholders voting “ You may vote “FOR” or “WITHHOLD” your vote from this proposal. | | | A “WITHHOLD” vote will not be counted as a vote cast for purposes of appointing the proposed independent registered public accounting firm. | |
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| | ENGAGEMENT | | | | | COMPENSATION/ BENEFITS | | | | | TRAINING | | |||
• Our Servant Leadership surveys provide employees the opportunity to evaluate their managers and provide written feedback for continuous employee and leadership • Expanded participation in Workplace, our internal communication platform for employees and employee resource groups to connect, inform and further increase employee engagement. • Our “Intentional Retention” program assists leaders in gaining key skills in areas that influence employee tenure. | | | • Our total rewards package includes market-competitive • Increased our minimum hourlywage target in the U.S. and Canada to • • Generous and flexible time off plans including enhanced income protection during times of illness or injury and • • Opportunity to share in our success through an Employee Share Purchase | | | • • Enhanced our | |
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Annual director elections | | | All directors are elected annually for a one-year term. | |
Majority voting | | | We have a majority voting policy for uncontested elections of directors. | |
One share equals one vote | | | We have a single class of shares with equal voting rights. | |
Separation of Chairman and CEO roles | | | Our CEO is able to focus on managing the Company and our Executive Chairman drives accountability at the board level. | |
Lead Independent Director | | | We have a strong lead independent director of the Board of Directors. | |
Financial expertise | | | All members of our Audit Committee are financially literate and | |
Compensation policies and practices | | | Our compensation policies and practices, including our approach to setting performance targets, evaluating performance, and establishing payouts, have been developed to avoid excessive risk-taking. | |
Share ownership guidelines | | | We have robust share ownership guidelines for our directors and executive officers. | |
Succession planning | | | Our Board regularly reviews Board and executive succession planning. | |
Education and training | | | Our Board regularly receives training and updates on ethics, compliance, and governance. | |
Board and committee self-evaluations | | | Our Board and committees conduct annual performance self-evaluations led by the Chair of our Nominating and Corporate Governance Committee. | |
Public company board memberships | | | Directors who serve as chief executive officers or in equivalent positions at any company should not serve on more than two boards of public companies in addition to our Board of Directors; other directors should not serve on more than four other boards of public companies. | |
Risk oversight | | | Directors regularly review information from members of our senior management team regarding our safety performance, employee retention, financial performance, financial outlook, balance sheet, credit profile and liquidity, cybersecurity, litigation, ESG targets and environmental justice, as well as the risks associated with each. | |
Retirement policy | | | Our director retirement policy provides that no director who is over the age of 75 at the expiration of his or her current term may be nominated to a new term; however, in the best interests of our organization, a director may be asked to remain on the Board of Directors for an additional period of time beyond age 75, or to stand for re-election even if such director is over the age of 75. | |
Diversity policy | | | Our diversity policy addresses recruitment and selection protocols to ensure due consideration is given to the benefits of diversity, | |
Position descriptions | | | We have adopted position descriptions for the Board Chairman (including a Board Chairman that is an Executive Chairman), the lead independent director and the chairs of the committees of the Board of Directors, as well as a position description for our CEO. | |
| WRITE TO US | | | |||||
Waste Connections, Inc. Attn: Corporate Secretary 6220 Hwy 7, Suite 600 Woodbridge, Ontario L4H 4G3 Canada | | | Waste Connections, Inc. Attn: Corporate Secretary 3 Waterway Square Place, Suite 110 The Woodlands, Texas 77380 USA | |
| Executive Committee | | | 2022 Meetings: 2 | |
| Members: | | ||||||
| Ronald J. Mittelstaedt, Chair | | | Michael W. Harlan | | | Larry S. Hughes | |
| Role and Responsibilities: | | ||||
| • Authorized to exercise, subject to limitations under applicable law, all of the powers and authority of the Board of Directors in managing our business and affairs, ◦ approval, between meetings of the Board of Directors, of all divestitures by the Company in excess of $25.0 million, and ◦ all acquisitions for cash or other non-equity consideration in excess of $25.0 million. | |
| Audit Committee | | | 2022 Meetings: 4 | |
| Members: | | | |||||||||||
| Michael W. Harlan, Chair | | | Andrea E. Bertone | | | Larry S. Hughes | | | Elise L. Jordan | | | William J. Razzouk | |
| Role and Responsibilities: | | ||||
| • Advises our Board of Directors and management with respect to, among other ◦ internal controls, ◦ financial systems and procedures, ◦ accounting policies, and ◦ other significant aspects of financial management. • Responsible for the selection, • Selects the lead engagement partner, and as required by law, assures rotation of the lead partner every five years. • • Reviews our internal controls and the objectivity of our financial reporting, and meets with appropriate financial personnel and our independent registered public accounting firm in connection with these reviews. • Reviews the professional services provided by our independent registered public accounting firm, | |
| Qualifications: | |
| • All members of the Audit Committee satisfy applicable independence requirements of the NYSE and applicable Canadian securities laws. • The Board of Directors has determined that all members of the Audit Committee are “financially literate” within the meaning of NYSE listing standards and applicable Canadian securities laws. • The Board of Directors has also determined that Mr. Harlan and Ms. Jordan are both “audit committee financial experts” as defined under the applicable SEC rules. Additional information about the Audit Committee is discussed below under “Audit Committee Report.” | |
| Nominating and Corporate Governance Committee | | | 2022 Meetings: 4 | |
| Members: | | |||||||||
| Edward E. “Ned” Guillet, Chair | | | Michael W. Harlan | | | Elise L. Jordan | | | Susan “Sue” Lee | |
| Role and | |||||
• Recommends director nominees to the Board of Directors. • Oversees an annual self-evaluation process to assess the effectiveness of the Board of Directors and its committees. • Develops and implements corporate governance principles. See “Board Renewal; Board Performance Evaluation” for more information regarding the committee’s annual self-evaluation process. | |
| Qualifications: • As a matter of policy, the Board of Directors applies the same additional independence requirements of the Audit and Compensation Committees to the members of the Nominating and Corporate Governance Committee. Each member of this committee therefore satisfies the independence requirements of the NYSE and applicable Canadian securities laws. | |
| Compensation Committee | | | 2022 Meetings: 6 | |
| Members: | | ||||||
| William J. Razzouk, Chair | | | Edward E. “Ned” Guillet | | | Susan “Sue” Lee | |
| Role and Responsibilities: | |||||
• Establishes our corporate officer compensation policies and administers such policies. • Studies, recommends and implements the amount, terms and conditions of payment of any and all forms of compensation for our directors, NEOs and other corporate officers. • Approves and administers any guarantee of any obligation of, or other financial assistance to, any officer or other employee. • Approves the grant of restricted share units, performance share units, warrants and other forms of equity incentives to officers, employees and consultants. • Renders recommendations to the Board of Directors concerning cash and equity-based compensation and benefits for non-employee directors. See “Compensation Discussion and Analysis — Executive Compensation” for more information regarding compensation and the Compensation Committee. | |
| Qualifications: • All members of the Compensation Committee satisfy applicable independence requirements of the NYSE and applicable Canadian securities laws. | |
| | | | Committee Assignments | | ||||||||||||
| Committee Member | | | Independent | | | Audit | | | Compensation | | | Executive | | | Nominating & Corporate Governance | |
| Edward E. “Ned” Guillet | | | • | | | | | | M | | | | | | C | |
| Michael W. Harlan | | | • | | | C | | | | | | M | | | M | |
| Larry S. Hughes | | | • | | | M | | | | | | M | | | | |
| Worthing F. Jackman | | | | | | | | | | | | | | | | |
| Elise L. Jordan | | | • | | | M | | | | | | | | | M | |
| Susan “Sue” Lee | | | • | | | | | | M | | | | | | M | |
| William J. Razzouk | | | • | | | M | | | C | | | | | | | |
| Ronald J. Mittelstaedt | | | | | | | | | | | | C | | | | |
| Number of Meetings in 2021 | | | Board = 4 | | | 4 | | | 4 | | | 2 | | | 3 | |
| | | | Committee Assignments | | ||||||||||||
| Committee Member | | | Independent | | | Audit | | | Compensation | | | Executive | | | Nominating & Corporate Governance | |
| Andrea E. Bertone | | | • | | | M | | | | | | | | | | |
| Edward E. “Ned” Guillet | | | • | | | | | | M | | | | | | C | |
| Michael W. Harlan | | | • | | | C | | | | | | M | | | M | |
| Larry S. Hughes | | | • | | | M | | | | | | M | | | | |
| Worthing F. Jackman | | | | | | | | | | | | | | | | |
| Elise L. Jordan | | | • | | | M | | | | | | | | | M | |
| Susan “Sue” Lee | | | • | | | | | | M | | | | | | M | |
| William J. Razzouk | | | • | | | M | | | C | | | | | | | |
| Ronald J. Mittelstaedt | | | | | | | | | | | | C | | | | |
| Number of Meetings in 2022 | | | Board = 4 | | | 4 | | | 6 | | | 2 | | | 4 | |
We have adopted a Code of Conduct and Ethics that applies to all of our directors, officers and employees. The Nominating and Corporate Governance Committee is responsible for ensuring the Company implements good corporate governance practices, including compliance with the Code of Conduct and Ethics. Directors who have, or who may be reasonably perceived to have, a personal or related-party interest in a transaction or agreement being contemplated by the Company are required to declare such interest at any meeting at which the matter is being considered and, when appropriate, will leave the meeting during discussion and abstain from voting on such matter. The Nominating and Corporate Governance Committee is responsible for the review and annual updates to our Code of Conduct and Ethics.
12 Waste Connections Corporate Governance Board Leadership
The Board of Directors oversees the selection of its Chairman and the CEO. Effective July 2019, the Board of Directors separated the positions of Board Chairman and CEO. The Board has determined that we are best served by having Ronald J. Mittelstaedt, the Company’s founder, serve as the Board’s Executive Chairman. Mr. Mittelstaedt previously held the positions of Board Chairman and CEO from January 1998 until July 2019, when Mr. Mittelstaedt transitioned to the position of Executive Chairman. At that time, Worthing F. Jackman was promoted to CEO. Since Mr. Mittelstaedt no longer serves as both Board Chairman and CEO, our Corporate Governance Guidelines and Board Charter provides that the positions of Board Chairman and CEO be held by separate persons. Our Corporate Governance Guidelines and Board Charter requires that at each regularly scheduled meeting of the Board of Directors, the non-employee directors meet separately, without management present, in executive session. The non-employee directors may also meet without management present at other times as determined by the lead independent director. Since January 1, 2022, the non-employee directors met separately, without management present, five times. When the Board Chairman is an affiliated director or a member of the Company’s management, or when the
2023Notice of Annual Meeting & Proxy Statement13 Corporate Governance Majority Voting for Directors Our Corporate Governance Guidelines and Board Charter provides, in uncontested director elections, for our directors to be elected by the affirmative vote of a “majority of the votes cast” with respect to his or her election at a meeting of shareholders, and each incumbent director who receives more “WITHHOLD” votes than votes “FOR” A “majority of the votes cast” means the number of shares voted “FOR” a director’s election exceeds 50% of the number of the total votes cast with respect to that director’s election. The total votes cast for that director’s election will include votes “FOR” that director and “WITHHOLD” votes, but will exclude abstentions, broker Upon receipt of such a tendered resignation, the Nominating and Corporate Governance Committee of the Board of Directors or another independent committee of the Board of Directors will make a determination as to whether to recommend that the Board of Directors accept or reject such resignation. The applicable committee is expected to recommend that the Board of Directors accept the resignation absent exceptional circumstances. The director who is the subject of such determination is not permitted to participate in the deliberations or decisions of the deciding committee. We must promptly publicly disclose the decision(s) of the Board of Directors by a press release and a filing with the SEC and the applicable securities commissions or similar regulatory authorities in Canada. If the director’s tendered resignation is not accepted by the deciding committee or the director does not submit his or her resignation to the Board of Directors, such director will continue to serve until his or her successor is duly elected, or his or her earlier resignation or removal. If the director’s resignation is accepted by the deciding committee, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board of Directors, in its sole discretion, may fill any resulting vacancy. Director Orientation and Continuing Education We provide access to appropriate orientation programs, sessions or materials for new members of the Board of Directors for their benefit either prior to or within a reasonable period of time after their nomination or election to the Board of Directors. Board members have access to written materials and presentations by senior management regarding the directors’ legal and ethical responsibilities; our strategic plans, principal operating risks and financial statements; the material factors that affect our performance; the operation, significance and effects of incentive compensation programs and related party transactions; and other key policies and practices. Continuing education is provided through a number of opportunities, including visits to our operating locations, strategic and financial presentations by members of senior and regional management, and periodic presentations by outside experts on topics of interest. Directors are encouraged, but not required, to participate in outside continuing education programs that help directors strengthen investor trust and stakeholder confidence. Position Descriptions Written position descriptions for the Board Chairman, the lead independent director and each of the Committee chairs, as well as a position description for the CEO of the Company, have been approved by the Board of Directors. 14 Waste Connections Board Composition Board Composition Board Renewal Our Board of Directors believes there are a number of mechanisms for ensuring refreshment of the Board of Directors without implementing director term limits, including the use of performance evaluations of the Board of Directors, mandatory retirement policies for directors, the identification of skills needed on the Board of Directors and succession planning. Our Board adopted a director retirement policy that provides that no director who is over the age of 75 at the expiration of his or her current term may be nominated to a new term. However, the Nominating and Corporate Governance Committee may determine that it would be in our best interests to ask a director to remain on the Board of Directors for an additional period of time beyond age 75, or to stand for re-election even if such director is over the age of 75. Board and Committee Performance Evaluation Our Board of Directors and each committee perform an annual performance self-evaluation to assess, at a minimum, the effectiveness and adequacy of the meetings of the Board of Directors and its committees, the adequacy and timeliness of information provided to the Board of Directors by our management team, the diversity of experience of individual directors and the contributions of each director. The evaluation process is overseen by the Nominating and Corporate Governance Committee. As a result of this annual process, the Board and each of its committees functioned well together, and the members of our Board of Directors were satisfied with the overall performance of the Board and each of its committees.
Board Composition Director Nomination Process
16 Waste Connections Board Composition
In addition, any of our shareholders may nominate one or more persons for election as a director of the Company at any meeting of shareholders called for the purpose of electing directors if the shareholder complies with the notice, information and consent provisions contained in our By-law No. 1. Pursuant to our By-law No. 1, to be considered for inclusion in our proxy materials, notice of a shareholder’s nomination of a person for election to the Board of Directors (the “Notice”) must be received by the Secretary of the Company in writing at the address listed on the first page of this Proxy Statement Shareholders making nominations must provide, among other things: • Their name, business and residential address; • The number of securities of the Company beneficially owned, or controlled or directed, directly or indirectly, by the shareholder or any other person with whom the shareholder is acting jointly or in concert with respect to the Company or any of its securities as of the record date for the meeting and the Notice • Their interests in, or rights or obligations associated with, any agreements, arrangements or understandings, the purpose or effect of which is to alter, directly or indirectly, the person’s economic interest in a security of the Company or the person’s economic exposure to the Company; • Full particulars of any proxy, contract, relationship, arrangement, agreement or understanding pursuant to which such person, or any of his or her affiliates or associates, or any person acting jointly or in concert with such person, has any interests, rights or obligations relating to the voting of any securities of the Company or the nomination of directors to the Board of Directors; and • Any other information that would be required to be included in a dissident proxy circular or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to applicable law. Additionally, shareholders nominating director candidates are required to disclose, among other things: • The name, age, business and residential address of the Proposed Nominee; • The principal occupation, business or employment of the Proposed Nominee, both presently and within the past five years; • The number of securities of each class of securities of the Company or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by the Proposed Nominee, as of the record date and the Notice • Full particulars of any relationship, agreement, arrangement or understanding, including financial, compensation and indemnity related relationships, agreements, arrangements, or understandings, between the Proposed Nominee and 2023Notice of Annual Meeting & Proxy Statement17 Board Composition the shareholder, or any affiliates or associates of, or any person or entity acting jointly or in concert with, the Proposed Nominee or the shareholder, in connection with the Proposed Nominee’s nomination and election as a director of the Company; and Any other information that would be required to be included in a dissident proxy circular or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to applicable law. Such information must be promptly updated and supplemented so as to be accurate as of the We recommend that any shareholder wishing to nominate a director at an annual meeting of shareholders review a copy of our By-law No. 1. Board Diversity
18 Waste Connections Board Composition
Board Skills, Experience and Diversity
Board Composition
20 Waste Connections Board Composition Director Biographies
(3) Ms. Bertone joined the Board of Directors in November 2022 following the final Board and Committee meetings held in 2022. 2023Notice of Annual Meeting & Proxy Statement21 Board Composition
22 Waste Connections Board Composition
(4) Waste Connections, Inc. is a corporation organized under the laws of Ontario, Canada. In 2016, the predecessor corporation, Waste Connections, Inc., a Delaware corporation, entered into a business combination with Progressive Waste Solutions Ltd., a corporation organized under the laws of Ontario, Canada (“Progressive Waste” and the transaction, the “Progressive Waste acquisition”). References to the “Company” and “Waste Connections” refer to the combined business after the business combination and to the Delaware corporation, now known as “Waste Connections US, Inc.”, before the Progressive Waste acquisition.
2023Notice of Annual Meeting & Proxy Statement23 Board Composition
24 Waste Connections Board Composition
Board Composition Director Compensation and Equity Ownership The Compensation Committee and the Board of Directors aim to set director compensation levels at or near the market median relative to directors at companies of comparable size, industry, and scope of operations in order to ensure directors are paid competitively for their time commitment and responsibilities. A market competitive compensation package is important because it enables us to attract and retain highly qualified directors who are critical to our long-term success. Director compensation practices have been adopted to align with market best practices and ensure director interests are closely aligned with the interests of our shareholders as set forth below. • Appropriate Compensation Mix. The majority of director compensation is equity-based. Cash retainers, including incremental Board and committee leadership retainers, are intended to provide fixed compensation for time spent, while the equity-based compensation component recognizes director responsibility for strategic oversight and shareholder value. • Periodic Review. Our Compensation Committee re-assesses our non-employee director compensation periodically and intends to continue to engage an independent compensation consultant to perform a comprehensive market analysis of our director compensation program and practices. The results of this review in 2022 are described further in Director Compensation Program Review. • Annual Limit on Total Compensation. Our 2016 Incentive Award Plan (the “2016 Plan”), a summary of which is attached as Appendix B, sets forth a meaningful annual limit on non-employee director compensation, as further described below in Annual Limit on Non-Employee Director Compensation. • Share Ownership Guidelines. We maintain meaningful share ownership guidelines that align our directors’ long-term interests with those of our shareholders, as further described below in Non-Employee Director and Executive Chairman Equity Ownership. • No Hedging or Pledging of Securities. We maintain a policy that prohibits directors from engaging in transactions designed to hedge against the economic risks associated with an investment in Common Shares. In addition, these individuals may not pledge Common Shares as collateral unless preauthorized to do so in certain limited situations. • No Additional Compensation for Employee Directors. Directors who also serve as employees of the Company receive no additional compensation for director service. DIRECTOR COMPENSATION REVIEW The Compensation Committee periodically engages its independent compensation consultant to review director compensation using the same peer group used to benchmark executive compensation. The Compensation Committee independently retained Pearl Meyer & Partners, LLC (“Pearl Meyer”) in 2022 to review the compensation of the Company’s non-employee directors, which had remained unchanged since 2016. After reviewing the information presented during the fourth quarter of 2022 and upon recommendation by the Compensation Committee, the Board of Directors in February 2023 approved (1) a CAD$35,000 increase in the dollar value of the target DSU/RSU grant for non-employee directors (from CAD$210,000 to CAD$245,000), effective beginning in 2023; (2) an increase in the share ownership requirement for non-employee directors to hold Common Shares having a market value of at least $500,000, or five times the annual cash retainer; and (3) a share ownership requirement for the Executive Chairman to hold Common Shares having a market value of at least $2,500,000, or five times his annual salary. ANNUAL LIMIT ON NON-EMPLOYEE DIRECTOR COMPENSATION The 2016 Plan contains an annual limit on non-employee director compensation, inclusive of all cash compensation and any equity-based awards under the 2016 Plan that may be made to a non-employee director for service during any calendar year. The annual limit is $350,000 per year (or $700,000 for any non-employee director in the director’s first year of service or for any calendar year that such director serves as non-executive chair of the Board). ANNUAL RETAINER AND EQUITY GRANTS All of our non-employee directors are paid an annual cash retainer and receive deferred share units (“DSUs”). 26 Waste Connections Board Composition The principal features of the compensation received by our non-employee directors for fiscal year
Non-employee directors may elect, irrevocably and in advance, to receive up to CAD$150,000 of their director grant in The following table provides compensation information for the year ended December 31,
(1) Ms. Lee and Mr. Hughes received their compensation in Canadian currency. For purposes of this presentation, Canadian dollar amounts have been converted to U.S. dollars based on the Bank of Canada average rate of exchange for the period from January 1, (2) In February 2023Notice of Annual Meeting & Proxy Statement27 Board Composition The table below shows the aggregate number of unvested share awards (in the form of RSUs, PSUs and DSUs, as applicable) outstanding for each non-employee director and the Executive Chairman as of December 31,
(3) None of the non-employee directors nor Mr. Mittelstaedt received perquisites or other personal benefits in an aggregate amount of $10,000 or more. We reimburse directors for transportation, lodging and other expenses actually incurred in attending Board and committee meetings and other Company-related events. (4) Mr. Hughes irrevocably waived his entitlement to the $100,000 annual cash retainer for the year ended December 31, (5) In February For purposes of the calculation, Common Shares deemed “beneficially owned” by the non-employee directors and the Executive Chairman within the meaning of the rules of the SEC, as well as DSUs and RSUs subject to time-based vesting held by the non-employee director and the Executive Chairman, as applicable, and vested or time-based unvested DSUs and RSUs or resulting shares deposited into a deferred compensation plan or arrangement, are included in the calculation of the amount of the individual’s ownership. As of the date of this Proxy Statement, with the exception of Ms. Bertone who was appointed to the Board of Directors in November 2022, all non-employee directors and the Executive Chairman exceeded the requirements of our share ownership guidelines. Ms. Bertone has until December 31, 2027, to accumulate the share ownership prescribed by the guidelines. Non-employee directors and the Executive Chairman held the following Common Shares, DSUs, unvested RSUs and 28 Waste Connections Board Composition
DIRECTORS’ DEFERRED SHARE UNIT PLAN DSUs are notional units that have the same value as Common Shares, and therefore have the same upside and downside risk as to value, but do not give the holder voting or other shareholder rights. Awarding DSUs to non-employee directors serves to align the interests of non-employee directors with those of shareholders. DSUs are redeemed and settled for cash or shares at the discretion of the Company, only when the non-employee director leaves the Board of Directors, and the redemption value of a DSU is equal to the market value of a Common Share at the date of redemption, less applicable withholdings. Non-employee directors may elect, irrevocably and in advance, to receive all or part of their director and committee chair cash retainers either in cash or DSUs. They may also elect, irrevocably and in advance, to receive up to CAD$150,000 of their upcoming equity grants in RSUs that are settled in Common Shares, with the remainder of such compensation to be received in the form of DSUs. Notional DSUs are credited to an account for each non-employee director and held until the non-employee director leaves the Board of Directors. DSUs earn dividend equivalents at the same rate as dividends paid on Common Shares. Upon redemption and settlement, DSU holders are credited with additional DSUs that are equivalent in value to the dividends declared on the Common Shares. Public Company Board Memberships Under the terms of our Corporate Governance Guidelines and Board Charter, directors who also serve as chief executive officers or in equivalent positions at any company should not serve on more than two boards of public companies in addition to our Board of Directors, and other directors should not serve on more than four other boards of public companies in addition to our Board of Directors. Additionally, our Audit Committee Charter specifies that directors may not simultaneously serve on the audit committees of more than two other public companies unless our Board of Directors first determines such service will not impair the ability of the director to serve effectively on our Audit Committee. The director biographies list the other reporting issuers for which the Company’s directors serve as directors and the stock exchange on which those issuers are listed. 2023Notice of Annual Meeting & Proxy Statement29 Share Ownership Share Ownership Share Ownership of Five Percent Shareholders The following table shows ownership information for any person or company known by our directors and executive officers to beneficially own, or control or direct, directly, or indirectly, 5% or more of the Common Shares. This information is presented as of the Record Date.
(1) Beneficial ownership is determined in accordance with the rules of the SEC. In general, a person who has voting power and/or investment power with respect to securities is treated as the beneficial owner of those securities. Except as otherwise indicated by footnote, the Company believes that the persons named in this table have sole voting and investment power with respect to the Common Shares shown. (2) The Common Share ownership of The Vanguard Group is based on a Schedule 13G/A filed with the SEC on February (3) The Common Share ownership of 30 Waste Connections Share Ownership Share Ownership of the Board of Directors and Corporate Officers The following table sets forth information known to the Company concerning Common Shares beneficially owned, as of March
(1) Beneficial ownership is determined in accordance with the rules of the SEC. In general, a person who has voting power and/or investment power with respect to securities is treated as the beneficial owner of those securities. Except as otherwise indicated by footnote, and subject to applicable community property laws, the Company believes that the beneficial owners of the Common Shares, based on information furnished by such owners, have sole investment power and voting power with respect to such Common Shares. (2) Common Shares subject to share options and/or warrants currently exercisable or exercisable within 60 days after March (3) Executive officers of the Company, in years prior to 2015, were able to voluntarily defer receipt of RSU grants under the Company’s Nonqualified Deferred Compensation Plan. The RSUs held under the Nonqualified Deferred Compensation Plan are not considered Common Shares that are beneficially owned for SEC disclosure purposes. The Company has included them in this table because they are similar to or track its Common Shares, they ultimately are settled in Common Shares, and they represent an investment risk in the performance of its Common Shares. (4) Includes (5) Includes (6) Includes 120 Common Shares held by Mr. Shea’s children. (7) Includes 3,583.811 shares held by a family trust of which Mr. Razzouk is the trustee. 2023Notice of Annual Meeting & Proxy Statement31 Compensation Discussion Compensation Discussion and Analysis Table of Contents
Our Named Executive Officers This Compensation Discussion and Analysis (“CD&A”) provides a detailed description of our executive compensation philosophy and objectives, the elements of our executive compensation program, the key executive compensation decisions made under those programs for Our NEOs for Please see Mr. Jackman’s biography on page 23.
32 Waste Connections Compensation Discussion and Analysis
Executive Summary Our executive compensation program is designed to align the interests of senior management with shareholders by attaching a significant portion of their compensation to our annual operating and financial performance, as well as longer term shareholder returns. We believe that our pay-for-performance philosophy and the design of our executive compensation program strongly supports an environment of continuous improvement and shareholder value creation. As described in the sections “Compensation Discussion and Analysis — Role of Independent Compensation Consultant” and “Comparator Group Compensation Data”, a review by the Compensation Committee’s independent compensation consultant in October 33 Compensation Discussion FINANCIAL Waste Connections delivered another In (5) See page 2 for the footnote on non-GAAP financial measures. 34 Waste Connections Compensation Discussion A more detailed description of the Company’s fiscal year Compensation Philosophy and Objectives Our Compensation Committee’s philosophy with respect to the compensation of the NEOs does not differ materially from its philosophy regarding other executive and corporate officers. The Committee believes that compensation paid to NEOs should closely align with our performance on both a short-term and long-term basis, be linked to specific, measurable results intended to create value for shareholders, and assist us in attracting and retaining key officers critical to our long-term success. In establishing compensation for NEOs, the Compensation Committee’s objectives are to:
Our overall executive compensation program is structured to attract and retain highly qualified executive and corporate officers by paying them competitively and consistent with our success. We believe that the compensation structure should ensure that a significant portion of pay directly relates to the performance of our Common Shares and other factors that directly and indirectly influence shareholder value. Accordingly, our approach to compensation is to • base salary, • an annual performance-based incentive opportunity tied to goals that link NEO compensation to our annual operating and financial performance, and • long-term equity grants intended to align NEO compensation with shareholder returns and financial performance over a longer period and to aid in retention. Each year, the Compensation Committee allocates total compensation for the Company’s NEOs between cash and equity based on comparisons with other companies and the Compensation Committee’s judgment. 2023Notice of Annual Meeting & Proxy Statement35 Compensation Discussion and Analysis EXECUTIVE COMPENSATION PROGRAM BEST PRACTICES Our executive compensation program includes features we believe drive performance and excludes features we believe do not serve our shareholders’ long-term interests. The table below highlights some of the “Best Practices” featured in our compensation program, as well as the “Problematic Pay Practices” that we have excluded.
PAY FOR PERFORMANCE COMPENSATION MIX Our executive compensation program is designed to reward our NEOs and other corporate officers for achieving strong operational performance and delivering on the Company’s strategic initiatives, both of which are important to the long-term success of the Company. Based on the Company’s The Compensation Committee believes a significant portion of the compensation of our NEOs should be aligned with our shareholders’ interests and directly linked to measurable performance. To evaluate the proportion of performance-based compensation for our NEOs, the Compensation Committee looks at recurring compensation by examining the TDC earned by our NEOs. TDC is calculated by adding base salary, actual cash annual incentives paid and the grant date fair value of share awards, each as reported in our Summary Compensation Table. It excludes indirect compensation reported under the “All Other Compensation” column of our Summary Compensation Table. In 36 Waste Connections Compensation Discussion Say-on-Pay
Noteworthy Compensation Actions for The Company’s management and Compensation Committee, with the input of the full Board of Directors and the Compensation Committee’s independent compensation consultant, have periodically reviewed our executive compensation program and made certain revisions over the years to further align pay with performance. In light of our shareholders’ support and the Company’s significant shareholder value creation over the years, the Compensation Committee decided to retain the core design of our executive compensation program for fiscal The Compensation Committee took additional noteworthy actions • • Committee decided to increase the value of the long-term equity award grants in 2021 and 2022 for all participants in the Company’s PSU program. For all officers, including NEOs, 2023Notice of Annual Meeting & Proxy Statement37 Compensation Discussion and Analysis Approach to Compensation ROLE OF THE COMPENSATION COMMITTEE The Compensation Committee has the primary authority for the consideration and determination of the cash and equity compensation we pay our executive and corporate officers. The Compensation Committee also makes recommendations to the Board of Directors concerning cash and equity-based compensation and benefits for non-employee directors. To aid the Compensation Committee, the CEO meets with the Compensation Committee and provides recommendations annually to the Compensation Committee regarding the compensation of the other NEOs and corporate officers. However, the Compensation Committee is not bound to follow the CEO’s recommendations. Pursuant to its charter, the Compensation Committee has the authority to engage its own independent advisors to assist in carrying out its duties. The Compensation Committee holds executive sessions not attended by any members of management or
In determining the base salary, performance-based compensation and long-term equity-based compensation levels for the NEOs, the Compensation Committee considers: (1) the compensation structure and practices of a comparator group of companies that it believes are the Company’s leading competitors in the solid waste industry; (2) a comparator group of companies, most of which operate outside the solid waste industry, with comparable financial profiles; and (3) its own judgment as to an appropriate level of compensation for a company of our size and financial performance. From time to time, the Compensation Committee uses compensation consultants and comparator group analyses from third parties to assess our compensation components. For For • current base salary; • salary paid in • bonus percentage; • cash bonus paid for • RSUs and PSUs granted in • dollar amount of 401(k) and Nonqualified Deferred Compensation Plan matches in • payments and reimbursements for various expenses that could be considered perquisites; and • value of unvested RSUs and PSUs as of the end of In determining the amount of compensation for the NEOs, the Compensation Committee does not consider amounts realized from prior equity-based compensation grants because the Compensation Committee seeks to provide compensation that takes into account the cost of replacing the NEO on a market competitive basis and what is equitable based on our performance. We believe that, to some extent, appreciation reflected in the amounts realized from prior equity-based compensation grants confirms the Compensation Committee’s success in aligning compensation with our shareholders’ interests. 38 Waste Connections Compensation Discussion and Analysis EXERCISE OF DISCRETION IN EXECUTIVE COMPENSATION DECISIONS As a risk mitigation provision, the Compensation Committee has complete discretion to withhold payment pursuant to any of our incentive compensation plans irrespective of whether we or the NEOs have successfully met the goals set under those plans. ROLE OF INDEPENDENT COMPENSATION CONSULTANT The Compensation Committee periodically retains Pearl Meyer • provide market data and information regarding market practices and trends, • assess the competitiveness of our executive compensation program, • compare our performance relative to a Comparator Group, • assist with the development of the Compensation Discussion and Analysis in this Proxy Statement, and • provide analysis on our non-employee director compensation. The Compensation Committee retains Pearl Meyer directly, supervises all work assignments performed by the firm, and reviews and approves all work invoices received for payment. As required under Item 407(e)(3) of Regulation S-K, the Compensation Committee annually assesses whether the work of Pearl Meyer raises any conflict of interest. No conflict of interest was determined to exist with respect to Pearl Meyer’s services as a compensation consultant during the last fiscal year. COMPARATOR GROUP COMPENSATION DATA The Compensation Committee periodically analyzes the compensation practices of a Comparator Group to assess our competitiveness with the market. In doing so, it takes into account factors such as the relative size and financial performance of those companies and factors that differentiate us from them. Criteria used for establishing the Comparator Group (1) organization size, with financial characteristics such as revenue, free cash flow, capital expenditures, EBITDA, market capitalization or enterprise value similar to those of the Company, (2) country of domicile, including Canada and the United States, and (3) industry, including companies in the environmental, facilities and diversified support services, transportation, oil and gas equipment and services, distribution, and construction materials industries. Due to limited peers in Canada, the industry criteria was broader for Canadian companies. The Compensation Committee independently retained Pearl Meyer in
Pearl Meyer concluded that, in aggregate, the Company’s targeted TDC for the NEOs was aligned with the 2023Notice of Annual Meeting & Proxy Statement39 Compensation Discussion and Analysis Elements of Compensation Our Compensation Committee believes that a significant portion of the compensation of our NEOs should align with our shareholders’ interests and be directly linked to performance. While the exact pay mix of our NEOs’ total compensation (base salary, annual incentives, and equity-based compensation) is not specifically determined, the Compensation Committee generally targets annual incentives and equity-based compensation for our NEOs to constitute between 70% and 80% of TDC, In aggregate for the NEOs relative to levels of compensation of the Comparator Group, 2022 base salaries and target BASE SALARY Our compensation program includes base salaries to compensate the NEOs and other corporate officers for services rendered each year. Base salaries provide a secure base of compensation that is not dependent on our performance and is an amount that recognizes the role and responsibility of each NEO and other corporate officer, as well as such officer’s experience, performance and contributions. We also believe this element is beneficial in attracting and retaining high-performing and experienced corporate officers. The Compensation Committee considers base salary increases for certain NEOs and other corporate officers annually. Base salary decisions generally reflect the Compensation Committee’s consideration of our Comparator Group data and subjective factors including an officer’s experience and past performance.
In determining Our compensation program includes an annual cash incentive award to reward NEOs and other corporate officers based on our performance and the individual executive’s contribution to that performance. Under our Management Incentive Compensation Program (the “MICP”), which is administered pursuant to Under the MICP, the NEOs and other corporate officers of the Company are eligible to receive annual incentives. For
40 Waste Connections Compensation Discussion and Analysis In The Compensation Committee adopted the performance targets for the fiscal year in February (1) EBITDA, weighted at 20%; (2) operating income, or EBIT, weighted at 20%; (3) operating income as a percentage of revenue, or EBIT Margin, weighted at 30%; and (4) net cash provided by operating activities as a percentage of revenue, or CFFO Margin, weighted at 30%. Payouts are determined based on our weighted average achievement relative to each metric (the “multiplier”). Because the Compensation Committee believes the operating budget adopted by our Board of Directors is a compilation of stretch goals set for each operating location, the targeted performance goals reflect a percentage or factor of the final budget, consistent with the prior year, as set forth below.
Under the terms of the MICP, the Compensation Committee, in its complete and sole discretion, may adjust the targeted performance goals if an acquisition, significant new contract or extraordinary event results in a significant impact to the goals. For these purposes, the Compensation Committee determines operating income, or EBIT, primarily by adjusting for any gains or losses on disposal of assets, and determines EBITDA by adding depreciation, amortization and closure/post-closure accretion to operating income, both generally consistent with the Company’s approach to reporting non-GAAP measures in its earnings releases and filings with the SEC and applicable securities commissions or similar regulatory authorities in Canada. The Compensation Committee chose these measures of performance because they are widely used by investors as valuation measures in the solid waste industry and because the targeted goals encourage improving free cash flow and returns on invested capital. The Company’s cumulative performance relative to target is calculated as a weighted average and treated as a multiplier. The multiplier is applied to the target payout so that if the Company achieved 100% of its targets, the participants would receive 100% of their annual incentives. Participants may earn from 0% up to a maximum of 200% of their targeted annual incentives, based on their position, in accordance with the following sliding scale, which illustrates the interpolation of payouts within the ranges: 2023Notice of Annual Meeting & Proxy Statement41 Compensation Discussion and Analysis
Payments under this program are contingent on continued employment at the time of payout, subject to the terms of any applicable employment agreements. 2022 In February
(1) The Compensation Committee adjusted the targets and results for Annual incentives earned for each participant were calculated pursuant to the interpolated sliding scale shown above. Based on the calculations, the Company achieved a weighted average of 42 Waste Connections Compensation Discussion and Analysis Annual incentives earned and paid as a percentage of each participant’s eligible base salary, as well as incentives paid as a percentage of incentives earned, are shown below.
(1) Calculated based on Further disclosure regarding the actual annual incentive amounts earned by the NEOs for In lieu of paying an annual incentive in cash, the Compensation Committee, in its complete and sole discretion, may choose to pay the annual incentive in RSUs issued under the 2016 Plan or any succeeding plan we adopt. All In February We believe that equity ownership in the Company ties executive compensation to the performance of Common Shares and creates an incentive for sustained growth, superior shareholder returns and employee retention. This investment provided to NEOs and other corporate officers coupled with multi-year vesting periods or performance-based metrics serves to enhance retention and corporate culture, both of which are instrumental to the future success of the Company and the long-term interests of our shareholders. Each year, the Compensation Committee, after consultation with the CEO, assesses our performance and the performance of each of the NEOs and other corporate officers during the most recently completed fiscal year. Based on the Compensation Committee’s subjective review of the prior year’s performance and with a focus on maintaining a competitive market level of compensation, each NEO and other corporate officer receives a grant of RSUs and PSUs under the 2016 Plan. While staying competitive with the market is an overall guideline, individual target opportunities may vary based on the Compensation Committee’s consideration of other factors, as discussed above. The equity-based compensation targets in 2022 were 350% of eligible base salary for Mr. Jackman and 200% for the other NEOs. RSUs constituted 50% of the total equity grant awarded, and PSUs (at target) constituted the remaining 50%. See “Grant of Plan Based Awards in Fiscal Year 2022” table for additional detail regarding equity awards granted to each of the NEOs in 2022. For 2023, the total equity-based compensation targets were set as follows: for Mr. Jackman, 380% of his base salary; and 210% for the other NEOs. RSUs constituted 50% of the total equity grant awarded, and PSUs (at target) constituted the remaining 50%. Restricted Share Units The Compensation Committee believes that the use of RSU awards reduces the overall compensation cost to us compared to the cost of granting share options at levels intended to convey similar value and offers our NEOs a competitive and more stable equity-based compensation. RSU awards provide our NEOs and other corporate officers with the opportunity to share in the success of the Company. RSU awards vest in equal increments annually over four years and three years for U.S. and Canadian employees, respectively. Upon vesting of the RSU awards, the participant receives Common Shares equal to the number of RSUs that vested (or, in our discretion, the cash equivalent), less any shares (or cash, if applicable) withheld and used to pay withholding taxes and other source deduction amounts. There are no dividend equivalents paid on outstanding RSUs during the vesting period, and RSUs do not carry voting rights or any other rights of a shareholder. Performance Share Units In 2014, the Compensation Committee introduced performance-based restricted share units, or PSUs, which are awards subject to three-year performance hurdles to further enhance the link between executive compensation and our 2023Notice of Annual Meeting & Proxy Statement43 Compensation Discussion and Analysis performance. Performance goals for the three-year performance period are recommended by management based on our historical performance, current projections and trends, and are established during the first quarter of the performance period. The Compensation Committee reviews management’s recommendations (including a discussion of associated risks), determines appropriate revisions, and once satisfied with the degree of difficulty associated with goal achievement, approves the goals for each performance period. The Compensation Committee seeks to establish goals for which the likelihood of missing the target goal is at least as high as the likelihood of achieving the target goal based on reasonable assumptions and projections at the time of grant. For the annual award in February The table below shows the required achievement of ROIC improvement and FCFPS growth performance measures and the corresponding potential payouts under our PSUs granted in
In addition, the ESG component provides for progress towards achieving each of the Finally, a relative performance metric affects the number of PSU awards earned. Performance with respect to the TSR modifier is calculated based on the Company’s performance relative to the S&P 500 Index for each of the twelve quarters during the 3-year performance period. The Compensation Committee believes this calculation of TSR prevents the overweighting of anomalous events at the beginning or end of a multi-year measurement period. Moreover, any incremental payout associated with this modifier begins to accrue only if the Company’s average relative TSR is above the 50th percentile of the peer group, as described below. Each participant can earn 112.5% of the achieved amount if the Company’s relative TSR measured against the S&P 500 companies is between the 50th and 75th percentile and 125% of the achieved amount if the Company’s relative TSR measured against the S&P 500 companies is above the 75th percentile. At the end of a three-year performance period, the Compensation Committee will certify the performance results and percentage payout, as well as the resulting final number of PSUs earned by each participant, if any. There are no dividends paid on outstanding PSUs during the vesting period, but dividend equivalents on the number of PSUs that ultimately vest will accumulate, and a dividend equivalent payment will be payable to each participant on the settlement date without interest. Upon vesting of the PSUs, in addition to receiving the number of Common Shares determined in accordance with the payout calculation, the participant will receive a cash payment equal in value to the total dividends that would have been paid on the number of Common Shares that vest. PSUs do not carry voting rights or any other rights of a shareholder. In February Each goal was judged on a 0% to 200% performance scale and was equally weighted when calculating overall Company performance for purposes of determining the number of earned Common Shares. The adjusted free cash flow measure set 44 Waste Connections Compensation Discussion and Analysis a target compound annual growth rate for the Company to achieve over the 3-year performance period. Adjusted free cash flow per share was calculated for each year using adjusted free cash flow divided by the number of shares outstanding, with the calculation of adjusted free cash flow consistent with the Company’s approach to reporting non-GAAP measures in its earnings releases and filings with the SEC and applicable securities commissions or similar regulatory authorities in Canada. The ROIC improvement measure set a target increase in ROIC for the Company to achieve over the 3-year performance period. ROIC for each year was then calculated using after tax net operating profit before amortization of intangibles, divided by average invested capital (generally determined by taking the average of invested capital at the end of the year and invested capital at the end of the prior year). The Compensation Committee determined that compounded adjusted free cash flow per share growth during the 3-year performance period ended December 31, end of this CD&A on page The target amount of
The measurement period for the SHARE OWNERSHIP GUIDELINES To further align management incentives and shareholder interests and discourage inappropriate or excessive risk-taking, our Board of Directors has established share ownership guidelines for our NEOs and other corporate officers. The current minimum ownership thresholds are as follows: 2023Notice of Annual Meeting & Proxy Statement45 Compensation Discussion and Analysis Once a corporate officer has acquired a number of Common Shares that satisfies the ownership multiple then applicable to him or her, such number of Common Shares then becomes his or her minimum ownership requirement (even if the officer’s salary increases or the fair market value of such Common Shares subsequently changes) until he or she is promoted to a higher level. Each corporate officer is expected to attain the applicable share ownership threshold under the guidelines within five years following the later of (i) the first annual assessment with respect to such individual or (ii) the first annual assessment at which a higher share ownership multiple becomes applicable to such individual (due to a promotion or otherwise). The five-year phase-in period is intended to permit gradual accumulation of the incremental ownership associated with a new or higher multiple. For purposes of the calculation, Common Shares deemed “beneficially owned” by the corporate officer within the meaning of the rules of the SEC, as well as RSUs subject to time-based vesting held by a corporate officer and vested or time-based unvested RSUs or resulting Common Shares deposited into a deferred compensation plan or arrangement, are included in the calculation of the amount of such individual’s ownership. As of the date of this Proxy Statement, all of our corporate officers exceed their current share ownership requirement. TIMING OF EQUITY AWARDS The Compensation Committee generally makes annual grants of equity-based compensation to our executive and non-executive officers and other employees in February following the public release of year-end financial results and outlook for the upcoming year. This timing is optimal from the Compensation Committee’s standpoint for two reasons: first, the Compensation Committee has the financial results from the previous year; and second, management may notify employees of the annual grant award at or around the same time they typically notify employees of their cash annual incentive with respect to the previous year, which we typically pay in February. Other Benefits and Compensation Information We provide certain limited benefits to our employees, including the NEOs, to fulfill business purposes. In general, these benefits make up a very small percentage of total compensation for the NEOs. 401(K)PLAN The NEOs are entitled to participate in a Company-sponsored 401(k) profit sharing plan on the same terms as all our U.S. employees. We make matching contributions of 100% of every dollar of a participating employee’s pre-tax and Roth contributions until the employee’s contributions equal five percent of the employee’s eligible compensation, subject to certain limitations imposed by the Internal Revenue Code, or the IRC. Employees are eligible to participate in the 401(k) plan beginning on the first day of the month following the completion of sixty days of employment. Matching contributions are subject to certain deferral limitations imposed by the IRC on 401(k) plans and, when made, are 100% vested. DEFERRED COMPENSATION PLAN We provide NEOs and certain other highly compensated employees the opportunity to defer receiving income until a scheduled in-service date or after they terminate their employment. This offers tax advantages by deferring taxation on the deferred compensation until the distribution date. We make a matching contribution of 100% of every dollar of a participating employee’s pre-tax eligible contributions until the employee’s contributions equal five percent of the employee’s eligible compensation, less the amount of any match we make on behalf of the employee under the Company-sponsored 401(k) plan. Matching contributions are subject to certain deferral limitations imposed by the IRC on 401(k) plans and, when made, are 100% vested. The deferred compensation plan is described under the heading “Nonqualified Deferred Compensation in Fiscal Year EMPLOYEE SHARE PURCHASE PLAN On February 11, 2020, the Board of Directors adopted the 2020 Employee Share Purchase Plan (the “ESPP”), which was approved by the Company’s shareholders on May 15, 2020. Under the ESPP, qualified employees (including NEOs) may elect to have payroll deductions withheld from their eligible compensation on each payroll date in amounts equal to or greater than one percent (1%) but not in excess of ten percent (10%) of eligible compensation in order to purchase Common Shares under certain terms and subject to certain restrictions set forth in the ESPP. The exercise price is equal to 95% of the closing price of the Company’s common shares on the last day of the relevant offering period, subject to certain restrictions. The maximum number of Common Shares that may be issued under the ESPP is 1,000,000, subject to adjustment in accordance with the terms of the ESPP. Common Shares issued or delivered under the ESPP may be Common Shares that are authorized and unissued or Common Shares that were reacquired by the Company, including Common Shares purchased in 46 Waste Connections Compensation Discussion and Analysis the open market on behalf of the applicable participant. If Common Shares are acquired on the open market, the Company is responsible for funding the difference between the acquisition cost of such Common Shares and the option price payable from the participant’s contributions. OTHER BENEFITS We also offer a number of benefits to the NEOs pursuant to benefit programs that provide for broad-based employee participation. In addition to the 401(k) plan and the ESPP described above, the benefits include medical, prescription drugs, dental and vision insurance, short-term and long-term disability insurance, life and accidental death and dismemberment insurance, health and dependent flexible spending accounts, health savings accounts, and employee assistance benefits. These generally available benefits do not specifically factor into decisions regarding an individual executive’s total compensation or equity-based compensation package. These benefits are designed to help us attract and retain employees as we compete for talented individuals in the marketplace, where such benefits are commonly offered. We also offer limited additional benefits to select employees, such as payment for annual physical examinations, reimbursement of certain club dues and financial planning services, and personal use at times of a private aircraft if approved by the CEO. ANTI-HEDGING/PLEDGING POLICY We have adopted a policy prohibiting executive officers and directors from engaging in transactions designed to hedge against the economic risks associated with an investment in Common Shares or pledging Common Shares. These individuals may not engage in the purchase or sale of put and call options, short sales and other hedging transactions designed to minimize the risk of owning Common Shares. In addition, these individuals may not pledge Common Shares as collateral unless pre-authorized to do so in certain limited situations. CLAWBACK PROVISIONS Our Board of Directors has adopted a Compensation Recoupment Policy (the “Clawback Policy”) to maintain and enhance a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. As more fully described in the Clawback Policy, which was filed as an exhibit to the Form 10-K we filed with the SEC and the securities commissions and similar regulatory authorities in Canada on February Although we may need to revise our Clawback Policy depending on the final recoupment rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), we believe this policy is a good governance practice that is beneficial for the Company even ahead of the final rules. We also maintain numerous risk mitigating provisions in our compensation arrangements for the NEOs, which are described under the heading “Compensation Risk Assessment.” Examples include the Compensation Committee’s ability to exercise negative discretion to reduce annual incentive awards to zero, PSU grants which require achievement of multiple pre-determined goals over a three-year period before vesting, anti-hedging/ TAX DEDUCTIBILITY CONSIDERATIONS In establishing total compensation for our executive officers, the Compensation Committee considers the accounting treatment and tax treatment of its compensation decisions, including Section 162(m) of the IRC. Section 162(m) generally disallows an income tax deduction to publicly traded corporations for compensation in excess of $1,000,000 paid for any fiscal year to the Company’s “covered employees,” defined in Section 162(m) as the CEO, the Chief Financial Officer and the three most highly compensated executive officers, other than the CEO and Chief Financial Officer. The Compensation Committee believes that the potential deductibility of the compensation payable under its incentive compensation plans and arrangements should be only one of a number of relevant factors taken into consideration in establishing those plans and arrangements for our executive officers and not the sole governing factor. For that reason, the Compensation Committee intends to structure its incentive compensation plans and arrangements in a manner which, acknowledging that a portion of those compensation payments may not be deductible under Section 162(m), assures appropriate levels of total compensation for our 2023Notice of Annual Meeting & Proxy Statement47 Compensation Discussion and Analysis SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS The Compensation Committee believes that the Company’s current and historic successes are due in large part CD&A Appendix — Calculation of Actual Results for As discussed above, the Adjusted Free Cash Flow Per Share Measure (In Millions, Except as Noted)
Return on Invested Capital Measure (In Millions, Except as Noted)
* Non-GAAP measures, as reconciled in our Annual Report on Form (1) Adjusted free cash flow per share measure defined as compound annual growth rate of adjusted free cash flow divided by total diluted shares outstanding during the three-year period ended December 31, (2) Reflects effective tax rates for the full years (3) Average total capital defined during each period as the average outstanding debt less cash plus equity, adjusted to reflect the timing of incremental debt associated with acquisitions late in the year. Outstanding debt includes long-term debt and current year debt, and cash includes restricted cash. (4) ROIC measure defined as absolute increase in ROIC during the three-year period ended December 31, 2022, as adjusted. 48 Waste Connections Compensation Discussion and Analysis Compensation Committee Report The Compensation Committee of the Board of Directors has reviewed and discussed with management the “Compensation Discussion and Analysis” required by Item 402(b) of Regulation S-K. Based on the review and discussions referred to above, the Compensation Committee recommended to the Board of Directors that the “Compensation Discussion and Analysis” be incorporated into both our Annual Report on Form 10-K for the fiscal year ended December 31, This report is submitted on behalf of the Compensation Committee.
Compensation Risk Assessment We believe our compensation policies and practices do not present any risk that is reasonably likely to have a material adverse effect on the Company. We believe our approach to setting performance targets, evaluating performance, and establishing We considered the following elements of our compensation policies and practices when evaluating whether such policies and practices encourage our employees to take unreasonable risks: • Annual performance targets are established by each operating location and region and on a company-wide basis to encourage decision-making that is in the best long-term interests of both the Company and our shareholders; • We adjust performance targets to exclude the benefit or detriment of extraordinary events to ensure our employees are compensated on results within their control or influence; • We adjust performance targets to include certain acquisitions and new contracts not reflected in the originally approved operating budget in order to achieve targeted returns on deployed capital; • The use of four performance metrics in our annual cash incentive plan mitigates the incentive to overperform with respect to any particular financial metric at the expense of other financial metrics; • We set annual performance goals to avoid targets that, if not achieved, result in a large percentage loss of compensation; • • • Our NEOs receive annual cash incentive bonus awards only if cash incentive bonus awards payable to other employees have been made; • We have adopted a clawback policy which allows us to seek recovery of certain incentive cash and equity compensation if it is earned based on inaccurate financial statements; • We use RSUs rather than share options for equity awards because RSUs retain value even in a depressed market; recipient employees are less likely to take unreasonable risks to get, or keep, share options “in-the-money;” • Equity-based compensation with time-based vesting over a multi-year schedule accounts for a time horizon of risk and ensures that participating employee interests are aligned with the long-term interests of our shareholders; • Share ownership guidelines require members of our Board of Directors, our NEOs, and other corporate officers to maintain certain ownership levels in Common Shares, which aligns a portion of their personal wealth to the long-term performance of the Company; 2023Notice of Annual Meeting & Proxy Statement49 Compensation Discussion and Analysis • We have adopted a policy that prohibits members of our Board of Directors, our NEOs, and other corporate officers from engaging in transactions designed to hedge against the economic risks associated with an investment in Common Shares or pledging Common Shares; and • Our Compensation Committee periodically utilizes an independent compensation consultant that performs no other services for the Company. 50 Waste Connections Executive Compensation Tables and Additional Information Executive Compensation Tables and Additional Information Summary Compensation Table The following table summarizes the total compensation earned by each of our NEOs in 2022, 2021
(1) Amounts shown reflect salary earned by the NEOs for each year indicated and reflect increases that Ms. Whitney and Messrs. Jackman, Chambliss, Shea and Little received on February 1, (2) Share based awards consist of (i) RSUs granted under the 2016 Plan, and (ii) PSUs granted under the 2016 Plan. Amounts shown do not reflect compensation actually received by the NEO. Instead, the amounts shown are the grant date fair value of the awards computed in accordance with GAAP,
(3) Amount shown reflects costs incurred by the Company related to (a) matching contributions under the Company’s 401(k) plan, (b) matching contributions under the Company’s nonqualified deferred compensation plan, (c) life insurance premiums, (d) professional association dues, (e) tax preparation expenses, (f) club dues, (g) optional annual executive physical examinations, 2023Notice of Annual Meeting & Proxy Statement51 Executive Compensation Tables and Additional Information (h) personal use of corporate aircraft incidental to a business function, and (i) purely personal use of corporate aircraft. We make available for business use to our NEOs and other employees a private aircraft. Our general policy is not to permit employees, including the NEOs, to use the aircraft for purely personal use. Occasionally, employees or their relatives or spouses, including relatives or spouses of the NEOs, may derive personal benefit from travel on our aircraft incidental to a business function, such as when an NEO’s spouse accompanies the officer to the location of an event the officer is attending for business purposes. For purposes of our Summary Compensation Table, we value the compensatory benefit to the officer at the incremental cost to us of conferring the benefit, which consists of additional catering and fuel expenses. In the example given, the incremental cost would be nominal because the aircraft would have been used to travel to the event, and the basic costs of the trip would have been incurred, whether or not the NEO’s spouse accompanied the officer on the trip. However, beginning in 2020, we made the aircraft available for limited, purely personal use as a result of commercial air travel disruptions and to reduce possible health concerns related to traveling during the COVID-19 pandemic. On the rare occasions when we permit an employee to use the aircraft for purely personal use, we value the compensation benefit to such employee (including NEOs) at the incremental cost to us of conferring the benefit, which consists of the average weighted fuel expenses, catering expenses, trip-related crew expenses, landing fees and trip-related hangar/parking costs. Since our aircraft is used primarily for business travel, the valuation excludes the fixed costs that do not change based on usage, such as pilots’ compensation and the cost of maintenance. Our valuation of personal use of aircraft as set forth in this Proxy Statement is calculated in accordance with SEC guidance, which may not be the same as valuation under applicable tax regulations.
(a) Amounts shown are paid by the Company in connection with life insurance policies made available to all participants in our Nonqualified Deferred Compensation Plan, including the NEOs. Grants of Plan-Based Awards in Fiscal Year The following table summarizes
52 Waste Connections Executive Compensation Tables and Additional Information (1) “RSU” refers to restricted share units granted under the 2016 Plan. “PSU” refers to performance-based restricted share units granted under the 2016 Plan. “MICP” refers to cash awards made pursuant to our Management Incentive Compensation Program, which is administered pursuant to the 2016 Plan. (2) In the case of the MICP, the target incentive amounts shown in this column reflect our annual incentive bonus plan awards under the MICP and represent the target awards pre-established as a percentage of salary. The maximum is the greatest payout which can be made if the pre-established maximum performance level is met or exceeded. Actual annual incentive bonus amounts earned by the NEOs for (3) Share awards consist of RSUs granted under the 2016 Plan on February (4) The value of a share award is based on the fair value as of the grant date of such award computed in accordance with GAAP, (5) Represents the range of possible payouts of Common Shares upon the vesting of PSUs granted in fiscal year 2023Notice of Annual Meeting & Proxy Statement53 Executive Compensation Tables and Additional Information Outstanding Equity Awards at The following table summarizes RSUs and other equity awards that have not vested and related information for each of our NEOs as of December 31,
(1) “RSU” refers to restricted share units granted under the 2016 Plan. “PSU” refers to performance-based restricted share units granted under the 2016 Plan. (2) Assuming that the first-year performance hurdle is satisfied, which in the case of these grants it was, the RSUs vest in equal installments on each of the first four anniversaries of the grant date of February 15, 2019. (3) Assuming that the first-year performance hurdle is satisfied, which in the case of these grants it was, the RSUs vest in equal installments on each of the first four anniversaries of the grant date of February 14, 2020. (4) The RSUs vest in equal installments on each of the first four anniversaries of the grant date of February 19, 2021. 54 Waste Connections Executive Compensation Tables and Additional Information (5) The RSUs vest in equal installments on each of the first four anniversaries of the grant date of February 18, 2022. (6) Based on the closing price of Common Shares of (7) Represents unearned Common Shares under the PSU awards granted in February Shares Vested in Fiscal Year The following table summarizes each vesting of RSUs
Pension Benefits in Fiscal Year We do not sponsor any qualified or non-qualified defined benefit plans for any of our executive officers, including the NEOs. Nonqualified Deferred Compensation in Fiscal Year The following table summarizes the participation of our NEOs during
(1) Amounts in these columns represent base salary and cash annual incentive each NEO elected to defer and our annual matching contributions in lieu of matching contributions under our 401(k) plan. Contributions by an NEO are reported in the Summary Compensation Table under “Salary”, “Bonus” and/ or “Non-Equity Incentive Plan Compensation” and matching contributions we make to an NEO’s account are reported in the Summary Compensation Table under “All Other Compensation.” (2) Amounts in this column are not included in any other amounts disclosed in this Proxy Statement, as the amounts are not preferential earnings. Instead, earnings disclosed are determined by reference to the returns on one or more select mutual funds, as determined by the participant, that are also available for investment by the general public. (3) Amounts shown in this column include amounts reported as compensation to the NEO in the Summary Compensation Table in our previous proxy statements or annual reports on Form 10-K. The NEOs and certain other highly compensated employees are entitled to participate in the Nonqualified Deferred Compensation commissions. We make a matching contribution of 100% of every dollar of a participating employee’s pre-tax eligible contributions until the employee’s contributions equal five percent of the employee’s eligible compensation, less the amount of any match we make on behalf of the employee under the Company-sponsored 401(k) plan, and subject to certain deferral limitations imposed by the IRC on 401(k) plans. Our matching contributions are 100% vested when made. The Company also credits an amount reflecting a deemed return to each participant’s deferred 2023Notice of Annual Meeting & Proxy Statement55 Executive Compensation Tables and Additional Information compensation account periodically, based on the returns of various mutual funds or measurement funds selected by the participant. The earnings on an employee’s deferred compensation may exceed or fall short of market rate returns, depending on the performance of the funds selected compared to the markets in general. The investment options offered by our plan administrator and their annual rates of return for the calendar year ended December 31,
Distributions from the Nonqualified Deferred Compensation Plan are triggered by the occurrence of certain events, including termination of employment and scheduled in-service distributions as allowed by the Internal Revenue Service. Upon termination of employment or the scheduled in-service date, as applicable, a participant will receive a distribution from the plan in the form he or she previously selected — either in a lump sum or in annual installments over any period selected, up to fifteen years. Payments will commence within 60 days after the last day of the six-month period immediately following the termination date or the scheduled in-service date, as applicable. If a participant becomes disabled, he or she will receive his or her entire account balance in a lump sum within 60 days of the date on which he or she became disabled. Upon the death of a participant during employment or while receiving his or her benefits under the plan following termination of employment, his or her unpaid account balance will be paid to his or her beneficiary in a lump sum within 60 days of the date the plan committee is notified of his or her death. Participants also elect whether to receive a distribution of their entire account balance in a lump sum upon a change in control of the Company, as defined in the plan, or whether to have their account balance remain in the plan after a change in control. In the absence of such an election, a participant will receive a distribution after a change in control occurs. Participants may also choose to receive lump sum distributions of all or a portion of their account balances upon optional, scheduled distribution dates or upon an unforeseeable financial emergency. Optional distribution dates must be a January 1 that is at least three years after the end of the plan year in which the deferral election is made. Optional distributions may be postponed, subject to certain conditions specified in the plan. Distributions upon an unforeseeable financial emergency are also subject to certain restrictions specified in the plan. 56 Waste Connections Executive Compensation Tables and Additional Information Equity Compensation Plan Information The following is a summary of all of our equity compensation plans and individual arrangements that provide for the issuance of equity securities as compensation, as of December 31,
(1) Consists of the following plans approved by the Company’s and Progressive Waste’s shareholders, as applicable, including the assumptions thereof by the Company on June 1, 2016: (a) the 2016 Plan; (b) the (2) Includes an aggregate of (3) Excludes RSUs, PSUs and DSUs. (4) The remaining On June 1, 2016, the Board of Directors adopted the 2016 Plan, which was approved by Progressive Waste’s shareholders on May 26, 2016. On July 24, 2017, the Board of Directors approved certain housekeeping amendments to the 2016 Plan. On July 24, 2018, the Board of Directors approved certain additional housekeeping amendments to the 2016 Plan. None of the housekeeping amendments to the 2016 Plan required approval of the Company’s shareholders. A summary of the 2016 Plan is attached as Appendix B. The 2016 Plan, as amended, is administered by the Compensation Committee and provides that the aggregate number of Common Shares which may be issued from treasury pursuant to awards made under the 2016 Plan is 7,500,000 Common Shares, representing 2.91%(6) of our issued and outstanding Common Shares. Awards under the 2016 Plan may be made to employees, consultants and non-employee directors and may be made in the form of share options, warrants, restricted shares, RSUs, performance awards (which may be paid in cash, Common Shares, or a combination thereof), dividend equivalent awards (representing a right of the holder thereof to receive the equivalent value (which may be paid in cash or Common Shares) of dividends paid on Common Shares), and share payments (a payment in the form of Common Shares or a share option or other right to purchase Common Shares as part of a bonus, defined compensation or other arrangement). The 2016 Plan also provides for awards to non-employee directors in the form of DSUs, which represent the right to receive a cash payment or its equivalent in Common Shares (or a combination of cash and Common Shares), or which may at the time of grant be expressly limited to settlement only in cash and not in Common Shares. As of December 31, The annual burn rate (excluding warrants issued in connection with acquisitions closed during the applicable fiscal year) under the 2016 Plan for the fiscal years ended (6) Based on 257,546,919 Common Shares outstanding as of the Record Date. 2023Notice of Annual Meeting & Proxy Statement57 Executive Compensation Tables and Additional Information Potential Payments upon Termination or Change in Control SEVERANCE ARRANGEMENTS IN EFFECT IN During Under the terms of the Separation Benefits Plan and their respective participation letter agreements, each of Ms. Whitney and Messrs. Jackman, Chambliss, In addition, under the terms of the Separation Benefits Plan, if an NEO is entitled to receive separation pay in connection with his or her termination of employment, then (i) the NEO is entitled to full accelerated vesting of his or her outstanding but unvested time-based equity awards; (ii) the designated performance goals of the The Company would also pay to each NEO who is entitled to receive separation pay an amount equal to the Company’s portion (but not the NEO’s portion) of the cost of medical, dental and other health plan insurance for the NEO (and the NEO’s spouse and children) at the rate in effect on the date of termination for a period of two years from the date of termination (the “NEO Health Insurance Benefit”). As a condition to an NEO’s receipt of any severance benefits under the Separation Benefits Plan, the NEO is required to release and waive (and not revoke) all claims against the WCI Group. The Separation Benefits Plan defines “WCI Group” as the Company and each of its subsidiaries and affiliates. Each NEO is also entitled to the foregoing benefits if such NEO’s employment is terminated as a result of the NEO’s death or disability, except that in the event of death, the estate shall not receive the NEO Health Insurance Benefit. Upon a termination by us without cause or resignation by the NEO for good reason within two years after a change in control, the NEOs are each entitled to receive the benefits described above for a termination without cause, payable in a lump sum on or within 60 days following the date of termination. Further, the Separation Benefits Plan includes a so-called “best pay” provision where payments and benefits provided on account of a change in control shall be made to such participating NEOs in full or in such lesser amount as would result in no portion of the payments being subject to an excise tax under Section In consideration of the above severance benefits, the NEOs must abide by certain restrictive covenants in the Separation Benefits Plan, including a commitment by each NEO not to compete with the Company in a restricted territory and not to solicit our customers or employees for 12 months following the date of such NEO’s termination of employment. For purposes of the Separation Benefits Plan, “good reason” is generally defined as: (i) assignment to the NEO of duties inconsistent with and resulting in a diminution of the NEO’s position (including status, offices, titles, responsibilities and reporting requirements), authority, duties or responsibilities as they existed on the effective date of the Separation Benefits Plan; or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities; a substantial alteration in the title(s) of the NEO (so long as the existing corporate structure of the WCI Group is maintained); provided, however, that the NEO’s failure to be in the same position (including status, offices, titles, responsibilities and reporting requirements) with the Company will constitute “good reason”; (ii) the relocation of the NEO’s principal place of employment to a location more than fifty (50) miles from its present location without the NEO’s prior approval; (iii) a material reduction by the Company in the NEO’s total annual cash compensation (base and bonus) without the NEO’s prior approval; (iv) on or after a change in control, a material reduction by the Company in the NEO’s total annual compensation (base, bonus, and equity opportunities) without the NEO’s prior approval; (v) a failure by the WCI 58 Waste Connections Executive Compensation Tables and Additional Information within twenty (20) days following written notice thereof to the Company of such breach; or (vii) the failure of the Company to obtain the assumption of the plan by any successor entity that causes the NEO to be employed by an entity that is not a member of the WCI Group. For the purposes of the Separation Benefits Plan, “cause” is defined as: (i) a material breach of any of the terms of the agreement or any other agreement with the Company or any member of the WCI Group or any policy of the WCI • there shall be consummated (a) any reorganization, liquidation or consolidation of the Company, or any merger or other business combination of the Company with any other corporation, other than any such merger or other business combination that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such transaction; or (b) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company; or • 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 50% or more of the Company’s outstanding voting securities; or • during any period of two consecutive years, individuals who at the beginning of such period constituted the entire Board of Directors shall cease for any reason to constitute at least one-half of the membership thereof unless the election, or the nomination for election by the Company’s shareholders, of each new director was approved by a vote of at least one-half of the directors then still in office who were directors at the beginning of the period. The NEOs’ participation letter agreements under the Separation Benefits Plan further deem a “change in control” to have occurred 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 50% or more of the outstanding voting securities of a subsidiary of the Company that owns all or substantially all of the WCI • there is a reorganization, merger or other business combination of a subsidiary of the Company that owns all or substantially all of the WCI 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 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 The following tables estimate the payments we would be obligated to make to each of our NEOs as a result of the NEO’s termination (including, in certain cases, in connection with a change in control of the Company) or resignation, assuming such termination or resignation occurred on December 31, For illustrative purposes only, the tables assume that: (a) a termination or resignation of employment occurred on December 31, In addition to the amounts reflected in the tables, on termination of employment, all vested deferred compensation and other retirement benefits payable to the employee under benefit plans in which he or she then participated would be paid to the NEO in accordance with the provisions of the respective plans. These plans include our voluntary 401(k) plan and our Nonqualified Deferred Compensation Plan. 2023Notice of Annual Meeting & Proxy Statement59 Executive Compensation Tables and Additional Information WORTHING F. JACKMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
(1) Reflects the employee’s base salary to the date of termination, paid in a lump sum, which is assumed to have been paid in full. (2) Employee will forfeit his bonus for the year in which such a termination occurs. (3) All of employee’s unvested share options, RSUs, PSUs and other equity awards will be forfeited upon such a termination. (4) Reflects an amount equal to the sum of (i) 2.99x of Mr. Jackman’s then-current base salary; (ii) Mr. Jackman’s target bonus for the year in which the termination occurs, which (5) Reflects an amount equal to the sum of (i) 2.99x of Mr. Jackman’s then-current base salary; and (ii) Mr. Jackman’s target bonus for the year in which the termination occurs, which (6) Reflects the immediate vesting of all of the employee’s outstanding but unvested share options, RSUs, PSUs and other equity awards as of the date of termination. The exercisability of any such share options will be extended to the earlier of the expiration of the term of such share options or the third anniversary of the date of termination. No value for the extension was included since Mr. Jackman does not currently hold any share options. (7) Reflects the immediate vesting of all of the employee’s outstanding but unvested share options, RSUs, PSUs and other equity awards as of the date of termination. Pursuant to the Separation Benefits Plan, in the event of a change in control followed by a termination of Mr. Jackman’s employment by the Company without cause or by Mr. Jackman for good reason, in each case within two years of the change in control, outstanding but unvested RSUs and PSUs shall automatically vest in full, and the shares subject to those vested RSUs and PSUs shall be issued. The exercisability of any such share options will be extended to the earlier of the expiration of the term of such share options or the third anniversary of the date of termination. No value for the extension was included since Mr. Jackman does not currently hold any share options. MARY ANNE WHITNEY, EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
(1) Reflects the employee’s base salary to the date of termination, paid in a lump sum, which is assumed to have been paid in full. (2) Employee will forfeit her bonus for the year in which such a termination occurs. (3) All of employee’s unvested share options, RSUs, PSUs and other equity awards will be forfeited upon such a termination. (4) Reflects an amount equal to the sum of (i) 2.99x of Ms. Whitney’s then-current base salary; (ii) Ms. Whitney’s target bonus for the year in which the termination occurs, which (5) Reflects an amount equal to the sum of (i) 2.99x of Ms. Whitney’s then-current base salary; and (ii) Ms. Whitney’s target bonus for the year in which the termination occurs, which 60 Waste Connections Executive Compensation Tables and Additional Information (6) Reflects the immediate vesting of all of the employee’s outstanding but unvested share options, RSUs, PSUs and other equity awards as of the date of termination. The exercisability of any such share options will be extended to the earlier of the expiration of the term of such share options or the third anniversary of the date of termination. No value for the extension was included since Ms. Whitney does not currently hold any share options. (7) Reflects the immediate vesting of all of the employee’s outstanding but unvested share options, RSUs, PSUs and other equity awards as of the date of termination. Pursuant to the Separation Benefits Plan, in the event of a change in control followed by a termination of Ms. Whitney’s employment by the Company without cause or by Ms. Whitney for good reason, in each case within two years of the change in control, outstanding but unvested RSUs and PSUs shall automatically vest in full, and the shares subject to those vested RSUs and PSUs shall be issued. The exercisability of any such share options will be extended to the earlier of the expiration of the term of such share options or the third anniversary of the date of termination. No value for the extension was included since Ms. Whitney does not currently hold any share options. DARRELL W. CHAMBLISS, EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER
(1) Reflects the employee’s base salary to the date of termination, paid in a lump sum, which is assumed to have been paid in full. (2) Employee will forfeit his bonus for the year in which such a termination occurs. (3) All of employee’s unvested share options, RSUs, PSUs and other equity awards will be forfeited upon such a termination. (4) Reflects an amount equal to the sum of (i) 2.99x of Mr. Chambliss’ then-current base salary; (ii) Mr. Chambliss’ target bonus for the year in which the termination occurs, which (5) Reflects an amount equal to the sum of (i) 2.99x of Mr. Chambliss’ then-current base salary; and (ii) Mr. Chambliss’ target bonus for the year in which the termination occurs, which (6) Reflects the immediate vesting of all of the employee’s outstanding but unvested share options, RSUs, PSUs and other equity awards as of the date of termination. The exercisability of any such share options will be extended to the earlier of the expiration of the term of such share options or the third anniversary of the date of termination. No value for the extension was included since Mr. Chambliss does not currently hold any share options. (7) Reflects the immediate vesting of all of the employee’s outstanding but unvested share options, RSUs, PSUs and other equity awards as of the date of termination. Pursuant to the Separation Benefits Plan, in the event of a change in control followed by a termination of Mr. Chambliss’ employment by the Company without cause or by Mr. Chambliss for good reason, in each case within two years of the change in control, outstanding but unvested RSUs and PSUs shall automatically vest in full, and the shares subject to those vested RSUs and PSUs shall be issued. The exercisability of any such share options will be extended to the earlier of the expiration of the term of such share options or the third anniversary of the date of termination. No value for the extension was included since Mr. Chambliss does not currently hold any share options. PATRICK J. SHEA, EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
2023Notice of Annual Meeting & Proxy Statement61 Executive Compensation Tables and Additional Information (1) Reflects the employee’s base salary to the date of termination, paid in a lump sum, which is assumed to have been paid in full. (2) Employee will forfeit his bonus for the year in which such a termination occurs. (3) All of employee’s unvested share options, RSUs, PSUs and other equity awards will be forfeited upon such a termination. (4) Reflects an amount equal to the sum of (i) 2.99x of Mr. Shea’s then-current base salary; (ii) Mr. Shea’s target bonus for the year in which the termination occurs, which (5) Reflects an amount equal to the sum of (i) 2.99x of Mr. Shea’s then-current base salary; and (ii) Mr. Shea’s target bonus for the year in which the termination occurs, which (6) Reflects the immediate vesting of all of the employee’s outstanding but unvested share options, RSUs, PSUs and other equity awards as of the date of termination. The exercisability of any such share options will be extended to the earlier of the expiration of the term of such share options or the third anniversary of the date of termination. No value for the extension was included since Mr. Shea does not currently hold any share options. (7) Reflects the immediate vesting of all of the employee’s outstanding but unvested share options, RSUs, PSUs and other equity awards as of the date of termination. Pursuant to the Separation Benefits Plan, in the event of a change in control followed by a termination of Mr. Shea’s employment by the Company without cause or by Mr. Shea for good reason, in each case within two years of the change in control, outstanding but unvested RSUs and PSUs shall automatically vest in full, and the shares subject to those vested RSUs and PSUs shall be issued. The exercisability of any such share options will be extended to the earlier of the expiration of the term of such share options or the third anniversary of the date of termination. No value for the extension was included since Mr. Shea does not currently hold any share options. JAMES M. LITTLE, EXECUTIVE VICE PRESIDENT — ENGINEERING AND DISPOSAL
(1) Reflects the employee’s base salary to the date of termination, paid in a lump sum, which is assumed to have been paid in full. (2) Employee will forfeit his bonus for the year in which such a termination occurs. (3) All of employee’s unvested share options, RSUs, PSUs and other equity awards will be forfeited upon such a termination. (4) Reflects an amount equal to the sum of (i) 2.99x of Mr. Little’s then-current base salary; (ii) Mr. Little’s target bonus for the year in which the termination occurs, which (5) Reflects an amount equal to the sum of (i) 2.99x of Mr. Little’s then-current base salary; and (ii) Mr. Little’s target bonus for the year in which the termination occurs, which (6) Reflects the immediate vesting of all of the employee’s outstanding but unvested share options, RSUs, PSUs and other equity awards as of the date of termination. The exercisability of any such share options will be extended to the earlier of the expiration of the term of such share options or the third anniversary of the date of termination. No value for the extension was included since Mr. Little does not currently hold any share options. (7) Reflects the immediate vesting of all of the employee’s outstanding but unvested share options, RSUs, PSUs and other equity awards as of the date of termination. Pursuant to the Separation Benefits Plan, in the event of a change in control followed by a termination of Mr. Little’s employment by the Company without cause or by Mr. Little for good reason, in each case within two years of the change in control, outstanding but unvested RSUs and PSUs shall automatically vest in full, and the shares subject to those vested RSUs and PSUs shall be issued. The exercisability of any such share options will be extended to the earlier of the expiration of the term of such share options or the third anniversary of the date of termination. No value for the extension was included since Mr. Little does not currently hold any share options. 62 Waste Connections Executive Compensation Tables and Additional Information CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the ratio of the annual total compensation, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K (the “Annual Total Compensation”) of our median employee and the Annual Total Compensation of our CEO, Mr. Jackman. For 2022, our last completed fiscal year, Mr. Jackman’s 2022 Annual Total Compensation was $6,970,037, as reflected in the Summary Compensation Table included in this Proxy Statement. Our median employee was determined in accordance with the methodology described below to be a driver whose annual total compensation for 2022 was $63,129. The resulting ratio of our CEO’s pay to the pay of our median employee is approximately 110.4 to 1. As of December 31, 2022, our employee population consisted of 22,161 active employees, 11,395 of whom are commercial truck drivers and 1,851 of whom are mechanics. There were 18,819 employees located in the United States and 3,342 employees located in Canada. We applied a Canadian dollar to U.S. dollar exchange rate to the compensation paid in Canadian dollars based on the average exchange rate in 2022. We determined our median employee by examining 2022 W-2 box 5 amounts and foreign equivalent taxable income amounts for all of our full time and part time employees, excluding our CEO, who were employed by us on December 31, 2022. We did not include those employees on leave as of December 31, 2022. In addition, we did not include temporary agency employees whose compensation is determined by the agency and who are not considered our employees for purposes of the pay ratio calculation. The pay ratios reported above are reasonable estimates calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratios reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, presented below is the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to “Executive Compensation — Compensation Discussion and Analysis.” Pay Versus Performance Table
(1) Amounts represent compensation actually paid to our CEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules. Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as follows: 2023Notice of Annual Meeting & Proxy Statement63 Executive Compensation Tables and Additional Information
(2) Based on initial investment of $100 and a cumulative Total Shareholder Return of Waste Connections & Dow Jones U.S. Waste & Disposal Services Index. (3) All references to “Net income” in this Proxy Statement refer to the financial statement line item “Net income attributable to Waste Connections”. (4) Adjusted EBITDA is a non-GAAP measure. This section should be read in conjunction with information presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, under the heading “Non-GAAP Financial Measures”, which includes a reconciliation of the non-GAAP financial measures used in this Proxy Statement to GAAP financial measures. 64 Waste Connections Executive Compensation Tables and Additional Information Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2022:
For additional details regarding our most important financial performance measures, please see the discussion in in our Compensation Discussion and Analysis (CD&A) section in this Proxy Statement. Narrative Disclosure to Pay Versus Performance Table The graphs below compare the compensation actually paid to our CEO and the average of the compensation actually paid to our remaining NEOs, with: • The Company’s cumulative Total Shareholder Return (“TSR”) and the Peer Group’s cumulative TSR; • The Company’s Net Income; and • The Company Selected Measure, which is Adjusted EBITDA. Compensation Actually Paid vs. TSR 2023Notice of Annual Meeting & Proxy Statement65 Executive Compensation Tables and Additional Information Compensation Actually Paid vs. Net Income Compensation Actually Paid vs. Adjusted EBITDA 66 Waste Connections Certain Relationships and Related Transactions Certain Relationships and Related Transactions For Since June 2016, Namen Chambliss has held the position of Director of Network and Integrations for the Company. From January 2005 to that date, Mr. N. Chambliss held the position of Network Manager for the Company. Mr. N. Chambliss is the brother of Darrell W. Chambliss, our Executive Vice President and Chief Operating Officer. The total salary and incentive compensation we paid to Mr. N. Chambliss in Since During 2022, Waste Connections of Colorado, Inc., a wholly-owned subsidiary of the Company, paid an aggregate of $175,148 to Doorside, Inc. (“Doorside”), a provider of valet waste services to managed multi-family properties and both recurring dumpster staging and on-call clean-up services to solid waste collection companies in Denver, Colorado. In June 2022, Cooper Jackman, the son of Worthing F. Jackman, our President and Chief Executive Officer, acquired a majority equity interest in Doorside and acquired the remaining interest in February 2023. Under the Company’s decentralized operating model, local management in Denver has complete decision-making authority over the use of Doorside’s services, which we believe improve driver experience and route efficiencies for solid waste collection companies. Indebtedness of Directors and Officers As of the date of this Proxy Statement, no current or proposed director, NEO or other corporate officer of the Company, or any former director, NEO or other corporate officer of the Company, or any associate of any of the foregoing, is, or has been at any time during Interest of Informed Persons and Others in Material Transactions The management of the Company is not aware of any material interest, direct or indirect, of any informed person of the Company (as defined in Review, Approval or Ratification of Transactions with Related Persons The Nominating and Corporate Governance Committee developed, and the Board of Directors approved, our Corporate Governance Guidelines and Board Charter and our Code of Conduct and Ethics, including a Code of Ethics for Senior Financial Officers, as required by Section 406 of the United States Sarbanes-Oxley Act of 2002 and the rules of the SEC and applicable Canadian securities laws. The Nominating and Corporate Governance Committee reviews the Corporate Governance Guidelines and Board Charter and the Code of Conduct and Ethics on an annual basis, or more frequently if appropriate, and recommends to the Board of Directors changes as necessary. In addressing conflicts of interest, the Code of Conduct and Ethics provides that no officer, director or employee may be subject to influences, interests or relationships that conflict with the best interests of the Company. It states that a conflict of 67 Certain Relationships and Related Transactions In an effort to help avoid these and other conflicts of interest, the Code of Conduct and Ethics sets forth certain rules the Company has adopted, including rules that prohibit: (a) officers, directors, and any employees who buy or sell goods or services or have responsibility connected to buying and selling for or on behalf of the Company, as well as the members of their respective families, from having certain economic interests in business concerns that transact business with the Company or are in competition with it; (b) officers, directors or employees from (directly or indirectly) giving or accepting certain gifts to or from any person soliciting or doing business with the Company; (c) officers of the Company from serving as a director of any other company that is organized for profit without the written approval of the Nominating and Corporate Governance Committee; and (d) officers, directors or employees from having any material interest in a business that deprives the Company of any business opportunity or is in any way detrimental to the Company. Each officer and director must report all actual or potential conflicts of interest to the Nominating and Corporate Governance Committee. Directors must also comply with the conflict provisions relating to directors set forth in our Corporate Governance Guidelines and Board Charter and prescribed by the Business Corporations Act (Ontario) (the “OBCA”). The Nominating and Corporate Governance Committee will resolve all conflicts of interest involving officers or directors. If a conflict involves a member of the Nominating and Corporate Governance Committee, that committee will resolve the conflict only if there are two disinterested directors remaining on that committee. Otherwise, the matter will be resolved by the entire Board of Directors. If a significant conflict exists involving a director that cannot be resolved and cannot be waived, the director must resign. The Nominating and Corporate Governance Committee has the sole authority to waive provisions of our Code of Conduct and Ethics with respect to executive officers and directors in specific circumstances where it determines that such waiver is appropriate, subject to compliance with applicable laws and regulations. Any such waivers will be promptly disclosed to our shareholders to the extent required by applicable laws and regulations. 68 Waste Connections Audit-Related Matters Audit Committee Report The Audit Committee has prepared the following report for the Company’s shareholders. The Audit Committee of the Company, whose chairman is Mr. Harlan and whose other members are The Audit Committee is directly responsible for the appointment, oversight, qualification, independence, performance, compensation and retention of the Company’s independent registered public accounting firm, including audit fee negotiations and approval. The Audit Committee also is responsible for the selection of the lead engagement partner, and as required by law, assures rotation of the lead partner every five years. Management is responsible for the Company’s internal controls and the financial reporting process. The Company’s independent registered public accounting firm is responsible for: (i) auditing the effectiveness of the Company’s internal control over financial reporting based on its audit; and (ii) performing an independent audit of the Company’s consolidated financial statements in accordance with generally accepted auditing standards in the U.S. and issuing a report thereon. The Audit Committee’s responsibilities are to review the Company’s internal controls and the objectivity of its financial reporting, and to meet with appropriate financial personnel and the Company’s independent registered public accounting firm in connection with these reviews. The Audit Committee also reviews the professional services provided by the Company’s independent registered public accounting firm and reviews such other matters concerning the Company’s accounting principles and financial and operating policies, controls and practices, its public financial reporting policies and practices, and the results of its annual audit as the Audit Committee may find appropriate or as may be brought to the Audit Committee’s attention. In this context, the Audit Committee has met and held discussions with the Company’s management and its independent registered public accounting firm and meets periodically with both the Company’s internal auditors and its independent registered public accounting firm without management present. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with GAAP, Based on the Audit Committee’s review and discussions referred to above, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, This report is submitted on behalf of the Audit Committee.
69 Audit-Related Matters Audit Committee Pre-Approval Policies and Procedures The Audit Committee has adopted a policy that requires advance approval of all audits, audit-related, tax and other services performed by the independent registered public accounting firm. The policy provides for pre-approval by the Audit Committee of specifically defined audit and non-audit services. Unless the specific service has been previously pre-approved with respect to that year, the Audit Committee must approve the permitted service before the independent registered public accounting firm is engaged to perform it. The Audit Committee has delegated to the chairman of the Audit Committee authority to approve permitted services, provided that the chairman reports all approvals to the Audit Committee at its next meeting. All of the fees described in the table on page 70 Waste Connections Proposals Proposals
What am I being asked to vote on? The Board of Directors is composed of The election of each director nominee may be approved by any one or more shareholders voting “FOR” each such director nominee (i.e., a plurality vote). You may either vote “FOR” or “WITHHOLD” your vote with respect to the election of each director nominee. If you vote “FOR” the election of a nominee, your vote will be cast accordingly. If you select “WITHHOLD” Proxies will be voted, unless otherwise indicated, for the election of all
71 Proposals
What am I being asked to vote on? As required by Section 14A of the Exchange Act, we are requesting our shareholders to approve, on a non-binding, advisory basis, the compensation of our NEOs, as disclosed in the Compensation Discussion and Analysis, the compensation tables, and the narrative discussion set forth on pages Our Compensation Committee, which is responsible for designing and administering our executive compensation program, has designed our executive compensation program to provide a competitive and internally equitable compensation and benefits package that, among other objectives, reflects Company performance, job complexity and value of the position, while ensuring long-term retention, motivation and alignment with the long-term interests of our shareholders. In 2022, more than 97% of the Common Shares voted approved of our NEO compensation program. We believe the compensation program for our NEOs has been instrumental in helping Waste Connections achieve strong financial performance and total shareholder returns. 5-YEAR TOTAL SHAREHOLDER RETURN As described in the sections “Compensation Discussion and Analysis — Role of Independent Compensation Consultant” and “Comparator Group Compensation Data” on page The following is a summary of some of the key points of our executive compensation program. We encourage you to carefully review the “Compensation Discussion and Analysis” beginning on page 72 Waste Connections Proposals
We are asking you to indicate your support for the compensation of our NEOs as described in this Proxy Statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we are asking you to vote on a non-binding, advisory basis “FOR” the following resolution at the Meeting: “RESOLVED, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors of Waste Connections, Inc. (the “Company”), that the compensation paid to the named executive officers of While the results of this advisory vote are not binding, the Compensation Committee will consider the outcome of the vote in deciding whether to take any action as a result of the vote and when making future compensation decisions for NEOs. The Say-on-Pay Proposal may be approved by the affirmative vote of a simple majority (50% plus one) of the Common Shares present, either in person or by proxy, and entitled to vote (meaning that at least a simple majority of the votes cast must be “FOR” the Say-on-Pay Proposal in order for it to be approved). You may either vote “FOR” or “AGAINST,” or you may
2023Notice of Annual Meeting & Proxy Statement73 Proposals
What am I being asked to vote on? Under SEC rules, we are required to hold an advisory vote on the Company’s named executive officer, or NEO, compensation at least once every three years. Pursuant to Section 14A of the Securities and Exchange Act of 1934, as amended, we are asking shareholders to vote, on a non-binding, advisory basis, on whether future advisory votes on NEO compensation should occur every year, every two years or every three years. You may vote to hold a Say-on-Pay vote “EVERY YEAR,” “EVERY TWO YEARS,” or “EVERY THREE YEARS,” or you may “ABSTAIN” from voting on the Say-When-on-Pay Proposal. The Say-When-on-Pay Proposal may be approved by a simple majority of the votes cast, if any of the frequency alternatives receives at least a simple majority of the votes cast at the Meeting. If none of the frequency alternatives receives at least a simple majority of the votes cast at the Meeting, we will consider the frequency alternative that receives the greatest number of votes cast at the Meeting to be the frequency alternative that has been selected by the shareholders. If you “ABSTAIN” from voting on the Say-When-on-Pay Proposal, that will have no effect on the outcome of the vote on the Say-When-on-Pay Proposal because we will consider the frequency alternative that receives at least a simple majority of the votes cast at the Meeting to be the frequency alternative selected by the shareholders, or, if none of the frequency alternatives receives at least a simple majority of the votes cast at the Meeting, we will consider the frequency alternative that receives the greatest number of votes cast at the Meeting to be the frequency alternative that has been selected by the shareholders. Our Board of Directors has determined that an advisory vote on NEO compensation that occurs every year is the most appropriate alternative for the Company, and therefore, our Board of Directors recommends that you vote to hold the advisory vote on named executive officer, or NEO, compensation “EVERY YEAR.” In formulating its recommendation, our Board of Directors considered that an advisory vote on our NEO compensation on an annual basis will allow our shareholders to provide us with their input on our compensation of our NEOs as disclosed in this proxy statement every year.
74 Waste Connections Proposals
The Board of Directors requests that shareholders approve the appointment of Grant Thornton LLP to serve as the Company’s independent registered public accounting firm The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm may be approved by any one or more shareholders voting “FOR” the proposal (i.e., a plurality vote). For purposes of this proposal, votes cast at the Meeting include only those votes cast “FOR” the appointment of Grant Thornton LLP. You may either vote “FOR” or “WITHHOLD” your vote with respect to the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm. If you vote “FOR” the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm, your vote will be cast accordingly. If you select “WITHHOLD,” your vote will not be counted as a vote cast for purposes of appointing Grant Thornton LLP as the Company’s independent registered public accounting firm.
The following table sets forth the fees billed for professional services rendered in
Audit Fees consist of fees associated with both the audit of our consolidated financial statements and the audit of our internal control over financial reporting for fiscal years Audit-Related Fees consist of fees associated with verifying the Company’s organizational composition, as well as for other audit and assurance services provided in Canada. Tax Feesconsist of fees associated with tax compliance, advice and planning. 75 Other Information Other Information Section 16(a) Beneficial Ownership Reporting Compliance Based solely upon a review of reports on Forms 3, 4 and 5, and amendments to those reports, furnished to us during and with respect to fiscal year Directors’ and Officers’ Indemnity Insurance For the period from January 1, For the period from January 1, There were no claims made under the foregoing policies during Shareholder Proposals for The Company is subject to both the rules of the SEC under the Exchange Act and the provisions of the OBCA with respect to shareholder proposals. As indicated in the rules of the SEC under the Exchange Act and under the OBCA, simply submitting a shareholder proposal does not guarantee its inclusion in the Management Information Circular and Proxy Statement as compliance with applicable law is a prerequisite for inclusion. A shareholder proposal submitted pursuant to the rules of the SEC under the Exchange Act for inclusion in the Company’s proxy materials distributed to shareholders prior to the The OBCA permits certain eligible shareholders and beneficial owners of shares to submit shareholder proposals (including proposals in respect of director nominations) to the Company, which proposals may be included in the Company’s proxy materials. To be considered for inclusion in the proxy materials for the Written requests for inclusion of a shareholder proposal pursuant to the rules of the SEC under the Exchange Act or pursuant to the OBCA should be addressed to the address set forth on the first page of this Proxy Statement. The proposal should be sent to the attention of our Executive Vice President, General Counsel and Secretary. Shareholder proposals regarding the nomination of candidates for election as directors must also comply with the advance notice provisions of the Company’s By-law No. 1. See “Our Director Nomination Process” above for a discussion of the procedure regarding shareholder nominations of persons for election to the Board of Directors. Shareholders wishing to put forward a proposal or to nominate a director for election should carefully review the relevant provisions of the Exchange Act, the OBCA and the Company’s By-law No. 1. The chairman of the meeting may refuse to allow the transaction of any business, or to acknowledge the nomination of any person, not made in compliance with the foregoing procedures. 76 Waste Connections Other Information Availability of Documents; Annual Report to Shareholders on Form 10-K Our Annual Report on Form 10-K for the fiscal year ended December 31, Other Business The Board of Directors does not Approval The Board of Directors of the Company has approved the contents of this Proxy Statement and its distribution to the shareholders.
77 Appendix A: Corporate Governance Guidelines and Board Charter Appendix A: Corporate Governance Guidelines and Board Charter The Board of Directors (the “Board”) of Waste Connections, Inc., an Ontario corporation (the “Company”), acting on the recommendation of the Nominating and Corporate Governance Committee, has adopted these Corporate Governance Guidelines and Board Charter to promote the effective functioning of the Board and its committees (the “Committees”), to promote the interests of the Company as a whole and to ensure a common set of expectations concerning how the Board, its Committees and management should perform their respective functions. In this Corporate Governance Guidelines and Board Charter, “applicable securities laws” refers to: (a) the United States Securities Act of 1933, as amended, the United States Securities Exchange Act of 1934, as amended, and any rules or regulations thereunder; (b) any applicable state securities laws; (c) the Securities Act (Ontario) and the equivalent thereof in each province and territory of Canada in which the Company is a “reporting issuer” or the equivalent thereof, together with the regulations, rules and blanket orders of the securities commission or similar regulatory authority in each of such jurisdictions; and (d) the rules of the New York Stock Exchange and the Toronto Stock Exchange, to the extent that any securities of the Company are listed on such exchange. 1.Role of the Board and Management. The Company’s business is conducted by its employees, managers and officers, under the direction of the Chief Executive Officer and the oversight of the Board, to enhance the long-term value of the Company for its shareholders. The Board is elected by the shareholders to oversee management and to act in the best interests of the Company as a whole. Both the Board and management recognize that the long-term interests of the Company and shareholders are advanced by responsibly addressing the concerns of other stakeholders and interested parties, including employees, recruits, customers, suppliers, communities in which the Company operates, government officials and the public at large. 2.Functions of the Board. The Board has four regularly scheduled meetings each year, at which it reviews and discusses reports by management on the Company’s performance, business and prospects, as well as immediate issues facing the Company, and reviews and approves, as applicable, the annual and interim financial statements of the Company. 3.Selection of Chairman of the Board and Chief Executive Officer. The Board shall select its Chairman and the Company’s Chief Executive Officer in any way it considers to be in the best interests of the Company. When the Chairman is an affiliated director or otherwise not independent under applicable securities laws, a member of the Company’s management, or when the independent directors determine that it is in the best interests of the Company, the independent directors will appoint from among themselves a Lead Independent Director. The Lead Independent Director will: (a) preside at all meetings of the Board at which the Chairman is not present; (b) preside over each meeting of non-employee Directors; (c) have the authority to call meetings of non-employee Directors; (d) help facilitate communication between the Chairman, the Chief Executive Officer and the non-employee Directors; (e) advise with respect to the Board’s agenda; (f) ensure that the Board is able to function independently of management; (g) serve as the leader of the Board on matters of corporate governance; (h) if requested by major shareholders, ensure his or her availability for direct communication; (i) ensure that all Directors have an independent contact on matters of concern to them and ensure that the Board successfully discharges its fiduciary duties; (j) provide guidance on, and monitor, the independence of each Director to ensure the independence of the Board; (k) provide leadership to the Board if circumstances arise in which the Chairman has, or may be perceived to have, a conflict; (l) ensure that functions delegated to Board committees are carried out as required and results are reported to the Board; (m) work with the Chairman and Chief Executive Officer, including helping to review strategies, define issues, maintain accountability and build relationships; (n) in conjunction with the Nominating and Corporate Governance Committee, facilitate the review and assessment of individual Director attendance and performance and the size, composition and overall performance of the Board and its committees; (o) in collaboration with the Chairman and the Secretary, ensure that information requested by Directors or Board committees is provided and meets their needs; and (p) together with the Chairman, ensure the Directors are alert to their obligations to the Company, securityholders, management, other stakeholders and pursuant to applicable law. If the Chairman is an independent director, then the duties for the Lead Independent Director described above shall be part of the duties of the Chairman. 4.Board Committees. The Board has established the following standing Committees to assist it in discharging its responsibilities: (a) Audit; (b) Compensation; (c) Nominating and Corporate Governance; and (d) Executive. The current charters of the Audit, Compensation and Nominating and Corporate Governance Committees are published on the Company’s website and will be provided to shareholders on written request. Members of each of these Committees (including the Committee Chairs) are appointed by the Board and may be removed by the Board in its discretion. The Committee Chairs report the highlights of their meetings to the Board following each meeting of their respective Committees. The Committees may hold meetings in conjunction with the Board. 2023Notice of Annual Meeting & Proxy StatementA-1 Appendix A: Corporate Governance Guidelines and Board Charter Each of the members of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee will be independent under applicable securities laws and the standards specified in Section 8 below. The Company will afford access to the Company’s employees, professional advisers and other resources, if needed, to enable Committee members to carry out their responsibilities. The Board may, from time to time, establish additional committees. 5.Selection of Directors. The Board’s Nominating and Corporate Governance Committee shall be responsible for identifying qualified individuals to become Board members and selecting or recommending to the Board director nominees for each meeting of the shareholders at which one or more directors will be elected and for vacancies the Board chooses to fill. 6.Qualifications of Directors. Directors must have the highest personal and professional ethics, integrity and values. They must be committed to representing the best interests of the Company. They must have an objective perspective, practical wisdom, mature judgment and expertise, skills and knowledge useful to the oversight of the Company’s business. The Company’s goal is a Board that represents diverse experiences at policy-making levels in business and other areas relevant to the Company’s activities, while encouraging a diversity of backgrounds, including with respect to gender, consistent with the Company’s diversity policy. Directors should be committed to serving on the Board for an extended period. Directors should offer their resignation if there is any significant, detrimental change in their personal or professional circumstances, including a change in their principal job responsibilities. Each director should be sufficiently familiar with the business of the Company to ensure active participation in the deliberations of the Board and each Committee on which the director serves. On request, management will make appropriate personnel available to answer any questions a director may have about any aspect of the Company’s business. All directors shall be free to contact the Chief Executive Officer at any time to discuss any aspect of the Company’s business, and shall have complete access to other employees of the Company. The Company values the experience directors bring from other boards on which they serve and other activities in which they participate, but recognizes that these boards and activities may present demands on a director’s time and availability. Therefore, directors who also serve as chief executive officers or in equivalent positions at any company should not serve on more than two Boards of public companies in addition to the Company’s Board, and other directors should not serve on more than four other Boards of public companies in addition to the Company’s Board. The Company does not believe that arbitrary term limits on director’s service are appropriate, nor does it believe that directors should expect to be re-nominated at the end of each term until they retire. The Board’s self-evaluation process described below is an important factor in determining a Board member’s tenure. No director who is over the age of 75 at the expiration of his or her current term may be nominated to a new term. Notwithstanding the foregoing, as part of the Nominating and Corporate Governance Committee’s regular evaluation of the Company’s directors and the overall needs of the Board, the Nominating and Corporate Governance Committee may determine that it would be in the best interests of the Company to ask a director to remain on the Board for an additional period of time beyond age 75, or to stand for re-election even if such director is over the age of 75. Such determination must be renewed annually. 7.Independence Standards. A majority of the Board must be independent, within the meaning of: (a) Section 1.4 of National Instrument 52-110 of the Canadian Securities Administrators; and (b) Section 303A.02 of the Listed Company Manual of the New York Stock Exchange, in each case as such rules may be amended or replaced. For a director to be considered independent, the Board must determine that the director has no material relationship with the Company, provided that the direct or indirect ownership of any amount of the Company’s shares will not be deemed to constitute a material relationship. The Board will review all relationships to assess whether any of them is a material relationship so as to impair that director’s independence. The Board will review annually whether its members satisfy applicable independence tests before any member stands for re-election to the Board. The Company will not make any personal loans or extend credit to any director or officer, other than those expressly permitted under applicable laws. All such arrangements must be approved in advance and administered by the Compensation Committee. No independent director or his or her immediate family member may provide personal services to the Company for compensation, other than as permitted under applicable securities laws. 8.Independence of Committee Members. In addition to the general requirements for independent Board members described above, members of the Audit Committee must also satisfy the additional independence requirements of: (a) National Instrument 52-110 of the Canadian Securities Administrators; (b) the rules of the New York Stock Exchange; and (c) Rule 10A-3 under the United States Securities Exchange Act of 1934, as amended, which, among other things, prohibit a A-2 Waste Connections Appendix A: Corporate Governance Guidelines and Board Charter member of the Audit Committee (other than in his capacity as a member of the Audit Committee, the Board or any other committee of the Board) from receiving any compensatory fees from or being an affiliated person of the Company or any of its subsidiaries. The Board will also apply this additional requirement, as well as any additional requirements mandated by applicable securities laws, to members of the Compensation and Nominating and Corporate Governance Committees. Additionally, members of the Compensation Committee must qualify as “outside directors” under Section 162(m) of the Internal Revenue Code of 1986, as amended, and the regulations and interpretations promulgated thereunder. 9.Competitive Interlocks. In accordance with United States federal antitrust laws, no director may serve on the Board of any company that competes with the Company, if either company derives a statutorily specified amount of revenues from providing services that both companies offer in markets in which both companies are active. To facilitate compliance with these laws, all directors must (a) inform the Company of all companies that they serve as directors, (b) inform the Company before joining any other board and obtain the approval of the Nominating and Corporate Governance Committee before joining any other for-profit board and (c) carefully monitor the activities of companies in which they participate to anticipate interlocks. 10.Size of the Board. Subject to the articles of the Company, the Board determines the number of directors. The Board believes that, given the size of the Company, 11.Director Responsibilities. Directors must perform the roles and functions described in these Guidelines and the charters of all Committees on which they serve. They must devote sufficient time and resources to carry out their duties and responsibilities effectively. They must make every effort to attend each meeting of the Board and all Committees on which they serve, and they must review all materials distributed to them in advance of each such meeting. In discharging responsibilities as a director, a director is entitled to rely in good faith on reports or other information provided by the Company’s management, independent auditors, and other persons as to matters the director reasonably believes to be within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company. Attendance by telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously may be used to facilitate a director’s attendance. Directors must comply with all applicable laws, including the applicable securities laws and, with respect to their activities relating to the Company, the Business Corporations Act (Ontario) (the “OBCA”). 12.Meetings of Non-Employee Directors; Presiding Director. At each regularly scheduled meeting of the Board, the non-employee directors shall also meet separately, without employees present. The Lead Independent Director will preside at such meetings. The non-employee directors may also meet without employees present at other times as determined by the Lead Independent Director. The non-employee directors include all directors who are not employees of the Company or any of its subsidiaries, whether or not they are 13.Agendas. The agenda for each Board meeting shall be established by the Chairman in collaboration with the Chief Executive Officer, taking into account input and suggestions from other members of the Board and senior management. The agenda for each Committee shall be established by the Chair of each Committee, in consultation with appropriate members of the Committee, advisors and senior management. Unless a Committee expressly determines otherwise, the agenda, materials and minutes for each Committee meeting shall be available to all directors, and all directors shall be free to attend any Committee meeting. All directors, whether or not members of the Committee, shall be free to make suggestions to a Committee Chair for additions to the agenda of the Chair’s Committee or to request that an item from a Committee agenda be considered by the Board. 14.Ethics and Conflicts of Interest. The Board expects the Company’s directors, officers and employees to act ethically at all times and to adhere to the Company’s Code of Conduct and Ethics. The Nominating and Corporate Governance Committee will resolve all conflicts of interest involving any officer or director; however, if a conflict involves a member of the Nominating and Corporate Governance Committee, and there are not at least two other members of that Committee who are not involved in the conflict, then the Board will resolve that conflict. Directors must promptly disclose actual or potential conflicts of interest to the Nominating and Corporate Governance Committee and to the Board as required by the OBCA. Such disclosure must be made prior to any Board meeting at which transactions or issues relating to the actual or potential conflict will be addressed. If a significant conflict exists that cannot be resolved, the director must resign. All directors must recuse themselves from any discussion or decision affecting their personal, business or professional interests, to the extent required by the OBCA. 15.Compensation of Board. The Compensation Committee is responsible for recommending to the Board the compensation and benefits for non-employee directors. The Committee will be guided by three principles: (a) the compensation should fairly pay non-employee directors for the work required in light of the Company’s size and scope; (b) compensation should align the directors’ interests with the long-term best interests of the Company; and (c) the structure of the compensation should be simple, transparent and easy for shareholders to understand. At the end of each year, the Compensation Committee will review non-employee director compensation and benefits. 2023Notice of Annual Meeting & Proxy StatementA-3 Appendix A: Corporate Governance Guidelines and Board Charter 16.Share Ownership 17.Clawback 18.Diversity 19.ESG 20.Anti-Hedging/Pledging 21.Self-Evaluation. The Board and each Committee will perform an annual self-evaluation. Annually, the directors will be asked to provide their assessments of the effectiveness of the Board and the Committees on which they serve. Such assessments will address, at a minimum, the effectiveness and adequacy of meetings of the Board and its Committees, the adequacy and timeliness of information provided to the Board by the Company’s management, the diversity of experience of individual directors and the contributions of each director. 22.Succession Plan. The Board will approve and maintain a succession plan for the Chief Executive Officer and other senior management, based on recommendations from the Compensation Committee. Such plan will include policies and principles for selecting and evaluating a new Chief Executive Officer in the event of an emergency or retirement of the Chief Executive Officer. 23.Access to Independent Advisors. The Board and its Committees have the authority at any time to retain independent outside financial, legal or other advisors. 24.Director Orientation and Education. The General Counsel and the Chief Financial Officer will provide an orientation for new directors, and periodically provide materials or briefing sessions for all directors on subjects relevant to their discharge of their duties. Each new director, within six months of election to the Board, will spend a day at the Company’s corporate headquarters (which may be done remotely) for a personal briefing by senior management about the director’s legal and ethical responsibilities; the Company’s strategic plans, principal operating risks and financial statements; the material factors that affect the Company’s performance; the operation, significance and effects of incentive compensation programs and related party transactions; and other key policies and practices. 25.Majority Voting Policy. Each director of the Company must be elected by a majority of the votes cast with respect to his or her election, other than at a meeting of shareholders at which the number of directors nominated for election is greater than the number of seats available on the Board (a “Contested Election”). The forms of proxy circulated in connection with a meeting of the Company’s shareholders that is not a Contested Election shall provide the Company’s shareholders with the ability to vote in favor of, or to withhold from voting for, each director nominee. In the event one or more incumbent directors fails to receive the affirmative vote of a majority of the votes cast with respect to his or her election at a meeting of shareholders that is not a Contested Election (each, a “Subject Director”), the Subject Director must immediately tender his or her resignation to the Board. A “majority of the votes cast” means that the number of shares voted “for” a director’s election exceeds 50% of the number of votes cast with respect to that director’s election. Votes cast with respect to that director’s election shall include votes to withhold authority, but shall exclude abstentions, broker non-votes, and failures to vote with respect to that director’s election. In a Contested Election, a plurality vote standard will apply. Following the receipt of a resignation from a Subject Director, either (i) the Nominating and Corporate Governance Committee of the Board or (ii) if one or more of the members of the Nominating and Corporate Governance Committee is a Subject Director or the Board determines that any decision to be made with respect to a Subject Director should be made by a A-4 Waste Connections Appendix A: Corporate Governance Guidelines and Board Charter committee of the Board other than the Nominating and Corporate Governance Committee, a committee consisting solely of Independent Directors (as defined below) who are not Subject Directors (the committee described in clause (i) or (ii) of this sentence, the “Committee”), will make a determination as to whether to recommend that the Board accept or reject any resignation of a Subject Director. The Committee would be expected to recommend that the Board accept the resignation of a Subject Director absent exceptional circumstances. As used herein, the term “Independent Director” means a director who complies with the “independent director” requirements set forth in Section 7. The Board will make a determination, having considered the recommendation of the Committee, as to whether to accept or reject any resignation of a Subject Director within ninety (90) days from the date of the relevant shareholders’ meeting and shall notify the Subject Director of its decision. A Subject Director will not participate in any meeting of the Board, the Committee or any other committee of the Board at which the Subject Director’s resignation is considered. The Board shall accept the resignation of a Subject Director absent exceptional circumstances and the resignation shall be effective when accepted by the Board. The Company shall promptly issue a news release with the Board’s decision, a copy of which must be provided to any exchange on which the Company’s securities are listed and filed with the Canadian securities commission or similar regulatory authority in each province and territory of Canada in which the Company is a “reporting issuer” or the equivalent thereof and the United States Securities and Exchange Commission. If the Board determines not to accept the resignation of a Subject Director, the news release must fully state the reasons for the Board’s decision. In evaluating the resignation of a Subject Director, the Board may consider all factors it believes relevant, including (i) the reasons that it believes a majority of the votes cast at the meeting were not voted “for” the Subject Director’s election, (ii) whether the underlying cause or causes of the lack of “for” votes are curable, (iii) the factors, if any, set forth in these Corporate Governance Guidelines and Board Charter or other policies that are to be considered by the Nominating and Corporate Governance Committee in evaluating potential candidates for the Board as such criteria relate to each Subject Director, (iv) whether the Subject Director is a key member of an established, active special committee that has a defined term or mandate, and whether accepting the resignation of the Subject Director would jeopardize the achievement of the committee’s mandate, (v) whether acceptance of any resignation would lead to a “change of control” of the Company as determined pursuant to any Company financing or other material agreement, (vi) whether acceptance of any resignation would lead to a default under any commercial agreement to which the Company or any of its subsidiaries is a party or otherwise bound, or to the Company’s failure to comply with any applicable rule or regulation (including applicable securities laws and applicable corporate law), and (vii) whether majority voting was used for a purpose inconsistent with the policy objectives of the Toronto Stock Exchange related to its majority voting requirement. In the event that any Subject Director does not tender his or her resignation in accordance with this Policy, he or she will not be re-nominated by the Board or the Company for re-election. A-5 Appendix B: Summary of the 2016 Incentive Award Plan Appendix B: Summary of the 2016 Incentive Award Plan The 2016 Incentive Award Plan (the “Plan”) was adopted by the Board of Directors (the “Board”) of Waste Connections, Inc. (the “Company”) on June 1, 2016. The Plan became effective on the date of its adoption by the Board. Certain house-keeping amendments were made to the Plan effective July 24, 2017. The Plan was further amended and restated effective July 24, 2018. The purpose of the Plan is to provide a means for the Company and any subsidiary, through the grant of awards authorized under the Plan, to attract and retain persons of ability as employees, directors and consultants and to motivate such persons to exert their best efforts on behalf of the Company and any subsidiary. The Plan authorizes discretionary grants of share options, warrants, restricted shares, restricted share units, deferred share units, performance awards, dividend equivalents, and share payments to selected employees (including officers) and consultants of the Company or a subsidiary and to members of the Board. The Employee Retirement Income Security Act of 1974 does not govern the Plan. In addition, the Plan does not qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Because this is a summary, it does not contain all the information that may be important to you. To the extent any provision of this summary is inconsistent with the terms of the Plan, the Plan will prevail. You may obtain a copy of the Plan and additional information about the Plan, without charge, by written or oral request to us: Waste Connections, Inc. 3 Waterway Square Place, Suite 110 The Woodlands, Texas 77380 USA Tel.: (832) 442-2200 Attention: Executive Vice President, General Counsel and Secretary Email: pats@wcnx.org Securities Subject to the Plan Under the terms of the Plan, the aggregate number of Common Shares that may be subject to options and other awards is 7,500,000 Common Shares (not including any Common Shares purchased on the open market). The Common Shares covered by the Plan may be authorized but unissued Common Shares in the capital of the Company. Any shares (i) tendered or withheld to satisfy the exercise price of an option or purchase price of a warrant, (ii) tendered or withheld to satisfy the tax withholding obligation with respect to any award, and (iii) reserved for issuance on the exercise of any options or warrants which are settled for cash proceeds instead of through the issuance of Common Shares upon the exercise of such options or warrants, will not be returned or re-added to the shares authorized for grant under the Plan. However, any Common Shares repurchased by the Company prior to vesting at the same price paid by the participant so that such Common Shares are returned to the Company will again be available for awards under the Plan, and the payment of dividend equivalents in cash in conjunction with any outstanding awards will not be counted against Common Shares available for issuance under the Plan. To the extent permitted by applicable law or any exchange rule, substitute awards shall not reduce the Common Shares authorized for grant under the Plan. Additionally, in the event that a company acquired by the Company or any subsidiary or with which the Company or any subsidiary combines has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, subject to any approval required from any share exchange on which the Common Shares are listed, the shares remaining available for issuance pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common shares of the entities party to such acquisition or combination) may be used for awards under the Plan and shall not reduce the Common Shares authorized for grant under the Plan; provided that awards using such available Common Shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not employed by or providing services to the Company or its subsidiaries immediately prior to such acquisition or combination. The maximum number of Common Shares that may be subject to one or more awards granted to any one participant pursuant to the Plan during any calendar year is 750,000, the maximum number of Common Shares that may be subject to one or more share options granted to any one participant pursuant to the Plan during any calendar year is 750,000, the maximum number of Common Shares that may be subject to one or more warrants granted to a participant pursuant to the Plan during any calendar year is 375,000, the maximum amount that may be paid to any one participant in cash during any calendar year with respect to awards payable in cash is U.S. $7,500,000, the aggregate number of Common Shares issuable to insiders (as defined by the Toronto Stock Exchange) pursuant to the Plan or any other security-based compensation 2023Notice of Annual Meeting & Proxy StatementB-1 Appendix B: Summary of the 2016 Incentive Award Plan arrangements of the Company and its subsidiaries shall not exceed ten percent (10%) of the issued and outstanding Common Shares, and during any one (1)-year period, the aggregate number of Common Shares issued to insiders under the Plan or any other security-based compensation arrangements of the Company and its subsidiaries shall not exceed ten percent (10%) of the issued and outstanding Common Shares. In addition, notwithstanding any other incentive compensation plan of the Company or any of its subsidiaries, or any other compensatory policy or program of the Company applicable to its non-employee directors (collectively, the “Director Programs”), the sum of (A) the aggregate grant date fair value (computed as of the date of grant in accordance with applicable financial accounting rules) of all awards and any other security- based awards granted under the Director Programs (other than with respect to compensation described in subsection (B) below) to such director during such calendar year, subject to a maximum fair value of Cdn. $150,000 per calendar year (excluding the fair value of any awards and any other security-based awards granted under the Director Programs issued in lieu of cash fees, where the applicable award has the same value as such cash fees, a one-time grant to a new director upon joining the Board, and any awards settled only in cash); and (b) the aggregate cash value of such director’s retainer, meeting attendance fees, committee assignment fees, lead director retainer, committee chair and member retainers and other Board fees related to service on the Board or committee(s) of the Board that are initially denominated as a cash amount or any other property, other than Common Shares or securities of the Company (whether paid currently or on a deferred basis or in cash or other property), for such calendar year, for any individual, non-employee director for any calendar year beginning on or after January 1, 2016 shall not exceed U.S. $350,000 (or U.S. $700,000 for any non-employee director in the director’s first year of service or for any calendar year that such director serves as non-executive chair of the Board). Any Common Shares distributed pursuant to an award may consist, in whole or in part, of authorized and unissued Common Shares or Common Shares purchased on the open market, provided that, notwithstanding any provision in the Plan to the contrary, all options and warrants granted to Canadian participants shall be settled by way of the issuance of previously unissued Common Shares from treasury of the Company. Except where an award is explicitly required to be settled in Common Shares, no participant has any right to demand, be paid in, or receive Common Shares in respect of any award. Administration The Compensation Committee of the Board, or another committee or subcommittee of the Board or the Compensation Committee (the “Committee”), shall administer the Plan. To the extent necessary to comply with Rule 16b-3 of the Exchange Act, and with respect to awards that are intended to be performance- based compensation, including options or warrants, then the Committee (or another committee or subcommittee of the Board assuming the functions of the Committee under the Plan) shall take all action with respect to such awards, and the individuals taking such action shall consist solely of two or more directors of the Company who are not employees (the “Non-Employee Directors”) appointed by and holding office at the pleasure of the Board, each of whom is intended to qualify as both a “non- employee director” as defined by Rule 16b-3 of the Exchange Act or any successor rule and an “outside director” for purposes of Section 162(m) of the Code (“Section 162(m)”). Additionally, to the extent required by applicable law, each of the individuals constituting the Committee shall be an “independent director” under applicable law and the rules of any securities exchange or automated quotation system on which the Common Shares are listed, quoted or traded. Notwithstanding the foregoing, any action taken by the Committee shall be valid and effective, whether or not members of the Committee at the time of such action are later determined not to have satisfied the requirements for membership or otherwise provided in any charter of the Committee. Except as may otherwise be provided in any charter of the Committee, appointment of Committee members shall be effective upon acceptance of appointment. Committee members may resign at any time by delivering written or electronic notice to the Board. Vacancies in the Committee may only be filled by the Board. Notwithstanding the foregoing, (i) the full Board, acting by a majority of its members in office, shall conduct the general administration of the Plan with respect to awards granted to Non- Employee Directors and, with respect to such awards, the terms “Administrator” and “Committee” as used in the Plan shall be deemed to refer to the Board and (ii) the Board or Committee may delegate its authority hereunder to the extent permitted by the Plan. Duties and Powers of Committee It shall be the duty of the Committee to conduct the general administration of the Plan in accordance with its provisions. The Committee shall have the power to interpret the Plan, any program adopted by the Administrator pursuant to the Plan containing the terms and conditions intended to govern a specified type of award granted under the Plan and pursuant to which such type of award may be granted under the Plan (the “Program”) and any written notice, agreement, terms and conditions, contract or other instrument or document evidencing an award, including through electronic medium, which shall contain such terms and conditions with respect to an award as the Administrator shall determine consistent with the Plan (the “Award Agreement”), and to adopt such rules for the administration, interpretation and application of the Plan as are not inconsistent therewith, to interpret, amend or revoke any such rules and to amend any Program or Award Agreement; provided that the rights or obligations of the participant that is the subject of any such Program or Award Agreement are not affected adversely by such amendment, unless the consent of the participant is obtained, or such amendment is otherwise permitted under the Plan. Any such grant or award under the Plan need not be the same with respect to each participant. In B-2 Waste Connections Appendix B: Summary of the 2016 Incentive Award Plan its sole discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan except with respect to matters which under Rule 16b-3 under the Exchange Act or any successor rule, or Section 162(m), or any regulations or rules issued thereunder, or the rules of any securities exchange or automated quotation system on which the Common Shares are listed, quoted or traded are required to be determined in the sole discretion of the Committee. Authority of Administrator “Administrator” means the entity that conducts the general administration of the Plan as provided in the Plan. With reference to the duties of the Committee under the Plan which have been delegated to one or more persons, or as to which the Board has assumed, the term “Administrator” shall refer to such person(s) unless the Committee or the Board has revoked such delegation, or the Board has terminated the assumption of such duties. Subject to the Company’s By-law No. 1, the Committee’s Charter, the rules of any securities exchange or automated quotation system on which the Common Shares are listed, quoted or traded, any specific designation in the Plan, the Administrator has the exclusive power, authority and sole discretion to: designate eligible individuals to receive awards; determine the type or types of awards to be granted to each eligible individuals; determine the number of awards to be granted and the number of Common Shares to which an award will relate; determine the terms and conditions of any award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price, purchase price, any performance criteria, any restrictions or limitations on the award, any schedule for vesting, lapse of forfeiture restrictions or restrictions on the exercisability of an award, and accelerations or waivers thereof, and any provisions related to non-competition and recapture of gain on an award, based in each case on such considerations as the Administrator in its sole discretion determines; determine whether, to what extent, and pursuant to what circumstances an award may be settled in, or the exercise price of an award may be paid in cash, Common Shares, other awards, or other property, or an award may be canceled, forfeited, or surrendered; prescribe the form of each Award Agreement, which need not be identical for each participant; decide all other matters that must be determined in connection with an award; establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan; interpret the terms of, and any matter arising pursuant to, the Plan, any Program or any Award Agreement; make all other decisions and determinations that may be required pursuant to the Plan or as the Administrator deems necessary or advisable to administer the Plan; and accelerate wholly or partially the vesting or lapse of restrictions of any award or portion thereof at any time after the grant of an award, subject to whatever terms and conditions it selects and the Plan. Eligibility Persons eligible to participate in the Plan include selected employees (including officers), consultants of the Company or a subsidiary of the Company and directors, as determined by the Committee. Options Options include (A) in respect of a U.S. participant, an option to acquire one Common Share, awarded under the Plan, that is not intended to qualify as an “incentive share option” within the meaning of Section 422 of the Code, and (B) in respect of a Canadian participant, an option to acquire one Common Share awarded under the Plan. Each option granted shall be evidenced by an Option Agreement in substantially the form as may be approved by the Administrator, which Option Agreement shall specify the term for which the option thereunder is granted and shall provide that such option shall expire at the end of such term. Each Option Agreement shall specify the exercise price per Common Share, as determined by the Administrator at the time the option is granted, which exercise price shall in no event be less than the fair market value per Common Share on the date of grant. Warrants Each warrant granted shall be evidenced by a Warrant Agreement in substantially the form as may be approved by the Administrator. Each Warrant Agreement shall specify the term for which the warrant thereunder is granted and shall provide that such warrant shall expire at the end of such term. Each Warrant Agreement shall specify the purchase price per share, as determined by the Administrator at the time the warrant is granted, which purchase price shall in no event be less than the fair market value per share on the date of grant. Restricted Shares Restricted shares are Common Shares awarded under the Plan in accordance with the terms and conditions of the Plan which are subject to forfeiture or buyback by the Company over the restriction period. Each restricted share award shall be 2023Notice of Annual Meeting & Proxy StatementB-3 Appendix B: Summary of the 2016 Incentive Award Plan evidenced by a Restricted Share Agreement in substantially the form as may be approved by the Administrator. The restricted shares shall entitle the restricted share participant to receive restricted shares, which are subject to forfeiture until the end of the restriction period. The Administrator shall have the discretionary authority to authorize restricted share awards and determine the restrictions or restriction period for each such restricted share award. Such restrictions may include, without limitation, restrictions concerning voting rights and transferability and such restrictions may lapse separately or in combination at such times and pursuant to such circumstances or based on such criteria as selected by the Administrator, including, without limitation, criteria based on the participant’s duration of employment, directorship or consultancy with the Company, the performance criteria, Company performance, individual performance or other criteria selected by the Administrator. By action taken after the restricted shares are issued, the Administrator may, on such terms and conditions as it may determine to be appropriate, accelerate the vesting of such restricted shares by removing any or all of the restrictions imposed by the terms of the applicable Program or Award Agreement. Restricted shares may not be sold or encumbered until all restrictions are terminated or expire. Restricted Share Units A restricted share unit is a unit credited by means of a bookkeeping entry on the books of the Company, awarded pursuant to the Plan, representing the right to receive a cash payment or its equivalent in Common Shares (or a combination) (determined at the discretion of the Company) upon the attainment of designated performance milestones or the completion of a specified period of employment or service with the Company or any subsidiary or upon a specified date or dates following the attainment of such milestones or the completion of such service period. Each restricted share unit award shall be evidenced by a Restricted Share Unit Agreement in substantially the form or forms as may be approved by the Administrator. The restricted share units subject to a restricted share unit award shall entitle the restricted share unit participant to receive the payment underlying those restricted share units upon the attainment of designated performance goals, including but not limited to one or more performance criteria, Company performance, individual performance, the satisfaction of specified employment or service requirements, upon the expiration of a designated time period following the attainment of such goals or the satisfaction of the applicable service period or other specific criteria, in each case, subject to the Plan, on a specified date or dates or over any period or periods, as determined by the Administrator. Except for restricted share units granted to a Canadian employee participant, the Administrator may provide the restricted share unit participant with the right to elect the issue date or dates for the Common Shares which vest under his or her restricted share unit award. Subject to the Plan, the issuance of vested Common Shares under the restricted share unit award may be deferred to a date following the termination of the restricted share unit participant’s employment or service with the Company and its subsidiaries. Like restricted shares, restricted share units may not be sold, or otherwise transferred or hypothecated. Common Shares underlying restricted share units will not be issued until the restricted share units have vested and the Company elects to transfer Common Shares to the participant, and recipients of restricted share units will have no voting or dividend rights prior to the time when vesting conditions are satisfied and the underlying Common Shares are transferred to the recipient. Deferred Share Units A deferred share unit is a unit credited by means of a bookkeeping entry on the books of the Company, awarded to a director pursuant to the Plan, representing the right to receive a cash payment or its equivalent in Common Shares (or a combination thereof) (determined at the discretion of the Company) on the applicable deferred share unit settlement date, which is the third business day following the earliest time of: (i) the director’s death; or (ii) the latest time that the director ceases to be an employee, officer or director of the Company and any affiliate (within the meaning of that term in paragraph 8 of Interpretation Bulletin IT-337R4, Retiring Allowances [Consolidated], or any successor publication thereto). Each deferred share unit award shall be evidenced by a Deferred Share Unit Agreement in substantially the form or forms as may be approved by the Administrator. Dividend Equivalents Dividend equivalents are rights to receive the equivalent value (in cash or shares) of dividends paid on Common Shares. They represent the value of the dividends per share paid by the Company, if any, calculated with reference to the number of Common Shares that are subject to any award held by the participant, except that no dividend equivalents may be payable with respect to options or warrants granted under the Plan. Dividend equivalents that are granted by the Administrator are credited as of dividend payment dates with respect to record dates that occur during the period between the date an award is granted to a participant and the date such award vests, is exercised, is distributed or expires, as determined by the Administrator. Performance Awards Any award under the Plan may be issued as a performance award that is earned based on the attainment of performance criteria or performance goals, including performance awards in the form of a cash bonus award, share bonus award, B-4 Waste Connections Appendix B: Summary of the 2016 Incentive Award Plan performance award or incentive award that is paid in cash, Common Shares or a combination of both, which is payable upon the attainment of performance goals. The Committee, in its sole discretion, may determine at the time an award is granted or at any time thereafter whether such award is intended to qualify as performance- based compensation. The Administrator is authorized to grant performance awards, including awards of performance-based restricted share units, to any eligible individual and to determine whether such performance awards shall be performance-based compensation; provided that such awards granted to Canadian participants shall also have the terms and conditions specified in the Plan. For periods prior to January 1, 2018, the Administrator was permitted to grant performance awards to U.S. participants who were or may have been “covered employees,” as defined in Section 162(m), that were intended to be “performance-based compensation” within the meaning of Section 162(m) in order to preserve the deductibility of such awards for U.S. federal income tax purposes. Share Payments A share payment is a payment in the form of Common Shares. The number or value of shares of any share payment will be determined by the Administrator and may be subject to a vesting schedule or other conditions or criteria determined by the Administrator. Share payments may, but are not required to, be made in lieu of base salary, bonus, fees or other cash compensation otherwise payable to any individual who is eligible to receive awards. Foreign Holders For purposes of complying with the laws in countries other than Canada or the United States in which the Company and its subsidiaries operate or have employees, Non-Employee Directors or consultants, or in order to comply with the requirements of any securities exchange outside Canada or the United States, the Administrator, in its sole discretion, shall have the power and authority to: (i) determine which subsidiaries shall be covered by the Plan; (ii) determine which eligible individuals outside Canada and the United States are eligible to participate in the Plan; (iii) modify the terms and conditions of any award granted to eligible individuals outside Canada and the United States to comply with applicable foreign laws or listing requirements of any such foreign securities exchange; (iv) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable (any such subplans and/or modifications shall be attached to the Plan as appendices); provided, however, that no such subplans and/or modifications shall increase the share limitations contained in the Plan; and (v) take any action, before or after an award is made, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals or listing requirements of any such foreign securities exchange. Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no awards shall be granted, that would violate applicable law. For purposes of the Plan, all references to foreign laws, rules, regulations or taxes shall be references to the laws, rules, regulations and taxes of any applicable jurisdiction other than Canada and the United States or a political subdivision thereof. Non-Employee Director Award The Administrator, in its sole discretion, may provide that awards granted to Non-Employee Directors shall be granted pursuant to a written nondiscretionary formula established by the Administrator (the “Non-Employee Director Equity Compensation Policy”), subject to the limitations of the Plan. The Non-Employee Director Equity Compensation Policy shall set forth the type of award(s) to be granted to Non-Employee Directors, the number of Common Shares to be subject to Non-Employee Director awards, the conditions on which such awards shall be granted, become exercisable and/or payable and expire, and such other terms and conditions as the Administrator shall determine in its sole discretion. The Non-Employee Director Equity Compensation Policy may be modified by the Administrator from time to time in its sole discretion. Additional Terms and Conditions Awards will be subject to such additional terms and conditions as determined by the Administrator, consistent with the Plan. Each award shall be evidenced by an Award Agreement that sets forth the terms, conditions and limitations for such award, which may include the term of the award, the provisions applicable in the event of the participant’s termination of continuous status as an employee, director or consultant, and the Company’s authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an award. Award Agreements evidencing awards intended to qualify as performance-based compensation shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 162(m). Payment Methods Subject to the provisions of any particular award, the Administrator will determine the methods by which payments by any award holder with respect to any awards granted under the Plan may be made, including without limitation: (1) cash or check, (2) Common Shares (including, in the case of payment of the exercise price of an award, Common Shares issuable pursuant to 2023Notice of Annual Meeting & Proxy StatementB-5 Appendix B: Summary of the 2016 Incentive Award Plan the exercise of the award, provided that Canadian employee participants shall not be entitled to pay the exercise price of options with any Common Shares issued pursuant to the exercise of an option or warrant in the preceding two (2) year period) or Common Shares held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences, in each case, having a fair market value on the date of delivery equal to the aggregate payments required, (3) the delivery of a notice that the award holder has placed a market sell order with a broker acceptable to the Company with respect to Common Shares then issuable upon exercise or vesting of an award, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate payments required; provided that payment of such proceeds is then made to the Company upon settlement of such sale or (iv) other form of legal consideration acceptable to the Administrator in its sole discretion. The Administrator shall also determine the methods by which Common Shares shall be delivered or deemed to be delivered to participants. Notwithstanding any other provision of the Plan to the contrary, no participant who is a director or an “executive officer” of the Company within the meaning of either the OSA or Section 13(k) of the Exchange Act shall be permitted to make payment with respect to any awards granted under the Plan, or continue any extension of credit with respect to such payment, with a loan from the Company or a subsidiary or a loan arranged by the Company or a subsidiary in violation of Section 13(k) of the Exchange Act. Only whole Common Shares may be purchased or issued pursuant to an award. No fractional shares will be issued under the Plan and, subject to the provisions of any particular award, the Administrator will determine whether cash will be provided in lieu of fractional shares or whether such fractional shares will be eliminated by rounding down. Forfeiture and Claw-Back Provisions The Administrator may provide or require a participant to agree that any proceeds, gains or economic benefit actually or constructively received by the participant upon any receipt or exercise of an award, or receipt or resale of any shares underlying the award, will be paid to the Company and the award will terminate and any unexercised portion of the award (whether or not vested) forfeited if (i) there is a termination of service during a specified period of time; (ii) the participant engages in activity in competition with the Company or which is inimical, contrary or harmful to the interests of the Company; or (iii) the participant incurs a termination of service for “cause”. All awards are subject to the provisions of any claw-back policy implemented by the Company, including any claw-back policy adopted to comply with the requirements of applicable law, including without limitation the Dodd-Frank Wall Street Reform and Consumer Protection Act, to the extent set forth in such policy and/or in an applicable award agreement. Transferability Generally, awards under the Plan may only be transferred by will or the laws of descent and distribution or, subject to the consent of the Administrator, pursuant to a domestic relations order, unless and until such award has been exercised or the Common Shares underlying such award have been issued and all restrictions applicable to such shares have lapsed. No award or interest or right therein may be liable for the debts, contracts or engagements of the participant or his or her successors in interest. However, subject to certain terms and conditions, the Administrator may permit an award holder to transfer an award to any “permitted transferee” under applicable securities laws or any other transferee specifically approved by the Administrator. Adjustment on Certain Events In the event of any share dividend, share split, share consolidation, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to shareholders, or any other change affecting the Common Shares or price of the Common Shares other than an equity restructuring (a nonreciprocal transaction between the Company and its shareholders, such as a share dividend, share split, share consolidation, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Common Shares (or other securities of the Company) or the share price of Common Shares (or other securities) and causes a change in the per-share value of the Common Shares underlying outstanding awards), the Administrator may make equitable adjustments, if any, to reflect such change with respect to: (i) the aggregate number and kind of shares that may be issued under the Plan; (ii) the number and kind of shares (or other securities or property) subject to outstanding awards; (iii) the number and kind of shares (or other securities or property) that may be issued by a single officer under the Plan; (iv) the terms and conditions of any outstanding awards (including, without limitation, any applicable performance targets or criteria with respect thereto); and (v) the grant or exercise price per share for any outstanding awards under the Plan. Any adjustment to an option granted to a Canadian employee participant shall be made consistent with certain Canadian federal income tax requirements. Termination or Amendment The Board or the Committee may terminate, suspend, amend, or modify the Plan at any time. However, except to the extent permitted by the Plan in connection with certain changes in capital structure, the Company’s shareholders’ approval is B-6 Waste Connections Appendix B: Summary of the 2016 Incentive Award Plan required for any amendment to increase the number of Common Shares available under the Plan, to reduce the price per Common Share of any outstanding option or warrant granted under the Plan, reduce any purchase price for any other awards as set at the time of grant, extend the term of any award, make any amendment to remove or exceed the insider and Non-Employee Director participation limits, or to cancel any option or warrant in exchange for cash or another award when the option or warrant price per share exceeds the fair market value of the underlying Common Shares. In addition, except with respect to certain modifications relating to deferred compensation under Section 409A of the Code (“Section 409A”) and certain forfeiture and clawback provisions, no amendment, suspension or termination of the Plan may, without the consent of the affected participant, impair any rights or obligations under any outstanding award, unless the award itself otherwise expressly so provides. Tax Withholding The Company or any subsidiary has the authority and right to deduct or withhold, or to require participants to remit to the Company or subsidiary, an amount sufficient to satisfy federal, provincial, state, local and foreign taxes (including the participant’s FICA, Canada Pension Plan contributions, employment tax, Employment Insurance (Canada) premiums, or other social security contribution obligation) required by law to be withheld with respect to any taxable event concerning a participant arising as a result of the Plan. The Administrator may in its discretion allow a holder to satisfy such withholding obligations by withholding or allowing the holder to elect to have the Company withhold, Common Shares otherwise issuable under any award (or allow the surrender of Common Shares). The number of Common Shares which may be so withheld or surrendered shall be limited to the number of Common Shares which have a fair market value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, provincial, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income. Certain Restrictions on Resale Purchases and sales of Common Shares by our directors and officers and beneficial owners of more than 10% of the outstanding Common Shares (including shares acquired under the Plan or otherwise) may, under certain circumstances, subject such persons to reporting and/or liability under Section 16 of the Exchange Act. If you are an officer or director of the Company, or beneficial owner of more than 10% of Common Shares, you are advised to consult with your own legal advisor regarding the reporting requirements under Section 16 of the Exchange Act that may be applicable to awards granted to you under the Plan and before engaging in transactions involving any of Common Shares. If you are not considered our “affiliate,” as defined in Rule 144 under the Securities Act, you may resell the Common Shares acquired under the Plan without restriction (subject to compliance with Section 16(b) under the Exchange Act). If you are considered our “affiliate,” which is likely if you are either a director or an officer, you may resell such shares in compliance with the requirements of Rule 144 under the Securities Act without registration; however, you will be subject to the volume limitation and manner of sale restrictions set forth in Rule 144 under the Securities Act. If, however, you are an employee, director, officer or beneficial owner of more than 10% of the outstanding Common Shares and are aware of material inside information regarding us or any aspect of our business, you cannot sell Common Shares, whether purchased through the Plan or otherwise, before the information has been disseminated by us to the public. Generally, “material inside information” is information that is both important to us (e.g., may impact our share price) and nonpublic (not yet disclosed through press releases, newspaper articles or otherwise to the public which buys and sells securities). Additionally, if you are a director, executive officer or key employee, under our insider trading compliance program you are generally prohibited from purchasing or selling any security of the Company, including Common Shares acquired through the Plan, during certain blackout periods. Further information about our insider trading compliance program may be obtained by contacting the Company at the following address: Waste Connections, Inc. 3 Waterway Square Place, Suite 110 The Woodlands, Texas 77380 USA Tel.: (832) 442-2200 Attention: Executive Vice President, General Counsel and Secretary Email: pats@wcnx.org You are advised to consult with your own legal advisor about the applicability and effect of these restrictions on you. B-7 Voluntary Electronic Delivery of Proxy Materials
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.V03264-P87095AppointmentI/We, being Shareholders of Waste Connections, Inc., herebyPrint the name of the person you are appointing if this personappoint Mary Anne Whitney, Executive Vice President and ChiefORis someone other than the Board of Directors appointees listedFinancial Officer, or failing this person, Robert M. Cloninger,herein.Senior Vice President, Deputy General Counsel and AssistantSecretaryas 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 following directions (or if no directions have been given, as the appointee sees fit) on the matters that may properly come before the Meeting and at any adjournment or postponement thereof.Form of Proxy - Annual Meeting (the |