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Board Leadership Structure The Board of Directors selects its chairman and the Company’s CEO in any way it considers to be in the best interestinterests of the Company. The Board has determined that the Company is best served by having Ronald J. Mittelstaedt, the Company’s founder and current CEO, also serve as Board Chairman. Mr. Mittelstaedt has held the positions of Board Chairman and CEO since January 1998.⁽¹⁷⁾

(1) In the event that 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 and that in such instance the position of Board Chairman be held by an individual that is “independent” under applicable securities laws.

persons. Lead Independent Director Responsibilities Our Corporate Governance Guidelines and Board Charter requires that at each regularly scheduled meeting of the Board of Directors, the non-management directors meet separately, without management present, in executive sessions.session. The non-management directors may also meet without management present at other times as determined by the lead independent director. Furthermore, when the Board Chairman is an affiliated director or 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”). The Board of Directors has designated the chairman of the Audit Committee, currently Mr. Harlan, as the lead independent director. In addition to his other duties as a director and member of committees, the lead independent director will:

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If the Board Chairman is an independent director, then the duties for the lead independent director described above shall be part of the duties of the Board Chairman. As set forth in our Corporate Governance Guidelines and Board Charter, a majority of the members of our Board of Directors must be independent. For a director to be considered independent, the Board of Directors must determine that the director is “independent” within the meaning of (i) Section 1.4 of National Instrument 52-110 — – Audit Committees of the Canadian Securities Administrators and (ii) the Section 303A.02 of the Listed Company Manual of the NYSE, in each case as such laws or rules, as applicable, may be amended or replaced. In addition, for a director to be considered independent, the Board of Directors 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 relationshiprelationship. No director who is a former employee of the Company, is a former employee or affiliate of any current auditor of the Company or its subsidiaries, is a part of an interlocking directorate in which any executiveNEO or other corporate officer of the Company serves on the compensation committee of another company that concurrently employs such director or has an immediate family member in any of the foregoing categories, can be independent until three years after such employment, affiliation or relationship has ceased. (1) Mr. Mittelstaedt has served as Board Chairman and CEO of the Company since completion of the Progressive Waste acquisition on June 1, 2016. Prior to that date, Mr. Mittelstaedt founded Old Waste Connections in 1997, served as CEO and a director of Old Waste Connections since its formation, and was elected Chairman of Old Waste Connections in January 1998. See “Explanatory Note” for further information pertaining to the Progressive Waste acquisition. 8 WASTE CONNECTIONS, INC. | 2019 PROXY STATEMENT

The Board of Directors reviews all relationships of each director to assess whether any of them is a material relationship so as to impair that director’s independence. A “material relationship” means a direct or indirect commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationship that is reasonably likely to affect the independent and objective judgment of the director in question, provided that the direct or indirect ownership of any amount of our shares is not deemed to constitute a material relationship. The following commercial or charitable relationships are not considered to be material relationships that would impair a director’s independence: if a director of the Company (a) is also an executive officer of another company that does business with the Company and the annual sales to, or purchases from, the Company are less than the greater of $1 million or two percent of the annual revenue of that other company; (b) is an executive officer of another company that is indebted to the Company, or to which the Company is indebted, and the total amount of either company’s indebtedness to the other is less than one percent of the total consolidated assets of that other company; or (c) serves as an officer, director or trustee of a charitable organization, and the Company’s discretionary charitable contributions to that organization are less than one percent of that organization’s total annual receipts. The Board of Directors reviews annually whether its members satisfy these applicable independence tests before any member stands for re-election to the Board of Directors.

In October 2008, Mr. Davis, after informing Old Waste Connections’ board of directors, joined the external advisory board of the Global Waste Research Institute, or the GWRI. The GWRI, of which Mr. Davis is a conceptual founder, was developed in conjunction with California Polytechnic State University, San Luis Obispo. The GWRI’s mission is to advance state-of-the-art research and development of sustainable technologies and practices to more effectively manage existing and emerging wastes and byproducts. Also in October 2008, Old Waste Connections agreed to make gifts to the GWRI totaling up to $1,000,000 over nine years ($100,000 of which was paid in 2016), subject to certain conditions. Based on information provided to the Old Waste Connections board of directors by Mr. Davis, these gifts initially constituted more than one percent of the total annual receipts of GWRI, which caused the relationship to fall outside the criteria of the independence tests set forth above and required the Old Waste Connections board of directors to review and decide whether to approve Mr. Davis’ involvement with the GWRI. After a review of the relevant facts and the mission of the GWRI, the Old Waste Connections board of directors determined that Mr. Davis’ participation in the GWRI as a member of its external advisory board coupled with Old Waste Connections’ contributions to the GWRI would not be a material relationship that would impair Mr. Davis’ independence as a director of Old Waste Connections. Old Waste Connections has continued its commitment to GWRI

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following completion of the Progressive Waste acquisition and the New Waste Connections Board of Directors has determined that Mr. Davis is an independent director of New Waste Connections.

Independence of Committee Members

In addition to the general requirements for the independent members of ourComposition Board of Directors described above, members of the Audit Committee and the Compensation Committee must also satisfy the additional independence requirements of the NYSE and applicable securities laws. These rules and laws, among other things, prohibit a member of the Audit Committee or the Compensation Committee, other than in his or her capacity as a member of such committee, the Board of Directors or any other committee of the Board of Directors, from receiving any compensatory fees from or being an affiliated person of the Company or any of its subsidiaries. As a matter of policy, the Board of Directors also applies this additional requirement to members of the Nominating and Corporate Governance Committee.

Board Renewal; Board and Committee Performance Evaluation

Renewal The Company does not limit the time a director can serve on the Board of Directors. While director term limits could potentially assist the Board of Directors in gaining fresh perspectives and meeting diversity objectives, imposing director term limits means that the Board of Directors may lose the contributions of longer serving directors who have developed a deeper knowledge and understanding of our business and have a demonstrated track record for guiding the Company through a long-term period of shareholder value creation.

The Board of Directors is of the view that there are a number of mechanisms of ensuring renewal 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. The Board of Directors has 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 the best interests of the Company 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.

In February 2019, the Nominating and Corporate Governance Committee considered the nomination of Mr. Davis for election to the Board after his 75th birthday, concluding that he continued to meet all of the other qualifications described above and that the Company would benefit from his continued service on the Board of Directors given his significant experience in the recycling industry, especially in light of recent disruptions in that industry. Accordingly, the Nominating and Corporate Governance Committee recommended to the Board of Directors that Mr. Davis be nominated for election as a director at the Meeting. After considering such recommendation and its reasoning, the Board of Directors determined that it was in the best interests of the Company to approve a one-time exception to the mandatory retirement age policy for Mr. Davis and to allow him to stand for re-election at the Meeting. Board and Committee Performance Evaluation The 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 the Company’s management, 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 and includes questionnaires completed by each director that take into account observations from previous assessments, current topics, and other input from the Board of Directors. A complete set of responses is then reviewed by each committee and the Board of Directors. Based on feedback from the 20162018 evaluation, the directors concluded that the Board of Directors and its committees functioned well together, and that the members of our Board of Directors were satisfied with the overall performance of the Board of Directors and its committees. WASTE CONNECTIONS, INC. | 2019 PROXY STATEMENT 9

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Our Director Nomination Process

Our Board of Directors believes that directors must have the highest personal and professional ethics, integrity and values. They must be committed to representing the best interests of the Company and should be committed to serving on the Board of Directors for an extended period of time. They must have an objective perspective, practical wisdom, mature judgment and expertise, skills and knowledge useful to the oversight of our business. Our goal is a Board of Directors that represents diverse experiences at policy-making levels in business and other areas relevant to our activities, while encouraging a diversity of backgrounds, including with respect to gender, among the members of our Board of Directors. We have not adopted a target regarding the number of women on our Board of Directors because we believe that a less formulaic approach to board composition, together with a rigorous search for qualified candidates based on the above qualifications and criteria, will best serve our needs. Our Board of Directors believes it is paramount to maintain flexibility in the nominating process in order to ensure that the most qualified available candidates are selected as circumstances dictate and the needs of the Company evolve. In identifying suitable candidates for nomination

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to the Board of Directors, the Nominating and Corporate Governance Committee will consider candidates on merit using objective criteria and with due regard for the benefits of diversity on the Board of Directors, including the level of representation of women on the Board of Directors. The Board of Directors currently consists of seven directors, of which one director is a woman, representing approximately 14.3% of the Board of Directors. Our Board of Directors maintains a competency matrix to assess its composition. The following table summarizes the key experiences and skills represented on our Board of Directors: Director Experience and Skills Davis Guillet Harlan Hughes Lee Mittelstaedt Razzouk Corporate Governance Public Company C-Suite Strategy Mergers and Acquisitions People, Training & Development Solid Waste Industry Operations & Materials Management Sales and Marketing Finance/Accounting Legal/Regulatory EH&S / Sustainability Risk Management Information Technology Diversity Nationality Canada United States Age Under 60 60-70 71+ Gender Male Female Tenure 1-5 Years 6-10 Years 11+ Years Independence Yes No 10 WASTE CONNECTIONS, INC. | 2019 PROXY STATEMENT

In addition to the foregoing qualities, the Nominating and Corporate Governance Committee will take a number of other factors into account in considering candidates as nominees for the Board of Directors, including the following: (i) whether the candidate is independent within the meaning of our Corporate Governance Guidelines and Board Charter; (ii) relevant business, academic or other experience; (iii) willingness and ability to attend and participate actively in Board and Committee meetings and otherwise to devote the time necessary to serve, taking into consideration the number of other boards on which the candidate serves and the candidate’s other business and professional commitments; (iv) potential conflicts of interest; (v) whether the candidate is a party to any adverse legal proceeding; (vi) the candidate’s reputation; (vii) specific expertise and qualifications relevant to any Committee that the candidate is being considered for, such as whether a candidate for the Audit Committee meets the applicable financial literacy or audit committee financial expert criteria; (viii) willingness and ability to meet our director’s equity ownership guidelines; (ix) willingness to adhere to our Code of Conduct and Ethics; (x) ability to interact positively and constructively with other directors and management; (xi) willingness to participate in a one-day new director orientation session; (xii) willingness to attend educational forums or workshops to enhance understanding of new and evolving governance requirements; and (xiii) the size and composition of the current Board.

When seeking director candidates, the Nominating and Corporate Governance Committee may solicit suggestions from incumbent directors, management, third party advisors, business and personal contacts, and shareholders. The Nominating and Corporate Governance Committee may also engage the services of a third-party search firm.firm to help identify and facilitate the screening and interview process of potential director nominees. In 2019, the Nominating and Corporate Governance Committee intends to engage a third-party search firm to assist with its search for potential new directors and ensure potential nominees include diverse candidates. After conducting an initial evaluation, the Nominating and Corporate Governance Committee will make arrangements for candidates it considers suitable to be interviewed by one or more members of the committee. Each candidate will be required to complete a standard directors’ and officers’ questionnaire, completed by all of the directors annually. The Nominating and Corporate Governance Committee may also ask the candidate to meet with members of our management. If the Nominating and Corporate Governance Committee believes that the candidate would be a valuable addition to the Board of Directors, it will recommend the candidate for nomination to the Board. Before nominatingrecommending a sitting director to be nominated for re-election at an annual meeting of shareholders, the Nominating and Corporate Governance Committee will consider the director’s past performance and contribution to the Board of Directors.

The Nominating and Corporate Governance Committee will apply the criteria described above when considering candidates recommended by shareholders as nominees for the Board of Directors. 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 BylawBy-law No. 1. Pursuant to our Bylaws,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 for the Meeting not later than the close of business on the 30^th30th day before the date of the annual meeting of shareholders; except that, if the first public announcement made by the Company of the date of the annual meeting of shareholders (the “Notice Date”) is less than 50 days prior to the date of the annual meeting of shareholders, notice by the shareholder may be given not later than the close of business on the 10^th10th day following the Notice Date. In the case of a special meeting that is not also an annual meeting, the notice must be given not later than the 15^th15th day following the applicable Notice Date. The notice must contain and be accompanied by certain information as specified in our BylawsBy-law No. 1 and set forth below, including information about the shareholder providing the notice and the proposed nominee(s) (the “Proposed Nominee”).

Shareholders making nominations must provide, among other things, information regarding each such shareholder’s: (i) name, business and residential address; (ii) 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

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date for the meeting and the date of the proxy notice; (iii) 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; (iv) full particulars of any proxy, contract, relationship, arrangement, agreement or understanding pursuant to which such person, or any of theirhis 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 (v) 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: (i) the name, age, business and residential address of the Proposed Nominee; (ii) the principal occupation, business or employment of the Proposed Nominee, both presently and within the past five years; (iii) whether the Proposed Nominee is a resident Canadian; (iv) WASTE CONNECTIONS, INC. | 2019 PROXY STATEMENT 11

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 date of the proxy notice; (v) 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 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 (vi) 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 Record Date.

We recommend that any shareholder wishing to nominate a director at an annual meeting of shareholders review a copy of our Bylaws.

By-law No. 1. 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“majority of the votes castcast” with respect to his or her election at a meeting of shareholders, and each incumbent director who receives more “WITHHOLD” votes than votes “FOR” in respect of his or her election must resign from the Board of Directors. A “majority of the votes cast” means that 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 with respect to that director’s election will include votes “FOR” that director and “WITHHOLD” votes, but will exclude abstentions, broker non-votes, and failures to vote with respect to that director’s election. Upon receipt of such a tendered resignation, the Nominating and Corporate Governance Committee or 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.

The Company 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

The Company provides 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, which include 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

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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 also encouraged, but not required, to participate in outside continuing education programs. 12 WASTE CONNECTIONS, INC. | 2019 PROXY STATEMENT

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Communications with the Board; Shareholder Outreach

Board Shareholders and other interested parties may communicate with the Board of Directors generally, with the non-employee directors as a group or with a specific director at any time by writing to the Board of Directors, the non-employee directors or a specific director, care of the Secretary, at our principal administrative offices located at Waste Connections, Inc., 3 Waterway Square Place, Suite 110, The Woodlands, Texas 77380. The Secretary will forward all communications to the Board of Directors, the non-employee directors or a specific director, as applicable, as soon as practicable after receipt without screening the communication. Shareholders and other interested parties are requested to provide their contact information and to state the number of Common Shares that they beneficially own in their communications to the Board of Directors. Because other appropriate avenues of communication exist for matters that are not of shareholder interest, such as general business complaints or employee grievances, shareholders and other interested parties are urged to limit their communications to the Board of Directors to matters that are of shareholder interest and that are appropriate for consideration by the Board of Directors.

Shareholder Outreach We believe that our relationship with and accountability to shareholders are critical to our success. Engaging with our shareholders helps us to understand how they view us, to set goals and expectations for our performance, and to identify emerging issues that may affect our strategies, corporate governance, compensation practices or other aspects of our operations. Our shareholder and investor outreach includes investor road shows, analyst meetings and investor conferences. We also communicate with shareholders and other interested parties through various media, including our annual and quarterly reports, proxy statement and other SEC and Canadian securities filings, press releases and our website. Our conference calls for quarterly earnings releases and major corporate developments are open to all. These calls are available in real time and are also archived as webcasts on our website. Our CEO and Board Chairman, President, Chief Financial Officer Vice President-Finance and other senior management also regularly meet with investors to discuss our strategy, financial and business performance and to update investors on key developments.

Position Descriptions

Written position descriptions for the Board Chairman, the lead independent director and the Committee chairs, as well as a position description for the CEO of the Company, have been approved by the Board of Directors.

Executive Officer Diversity

We do not have a formal policy which specifies targets regarding the representation of women in executive officer positions. While we believe that diversity —– including gender diversity —– is an important consideration in determining the makeup of our executive team, and we consider the level of representation of women in our executive team when making executive officer appointments, it is only one of a number of factors (which include leadership capabilities, mature judgment, merit, talent, experience, expertise and strategic/innovative thinking) that are considered in selecting the best candidates for executive positions. We currently have three women in senior leadership roles, or 14.3%16% of our total senior leaders (which includes executive officers, as defined under applicable Canadian securities laws, and our Vice Presidents). NoneTen percent of our current executive officers, as defined under applicable Canadian securities laws, are women. WASTE CONNECTIONS, INC. | 2019 PROXY STATEMENT 13

Compensation Committee Interlocks and Insider Participation

In 2016, the Compensation Committee consisted of Ms. Lee and Messrs. Razzouk and Guillet.⁽¹⁸⁾ None of our executive officers served as a director or member of the compensation committee of another entity which had an executive officer that served as a director or member of our Compensation Committee. In addition, there are no other such potential Compensation Committee interlocks.

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Director Compensation

DIRECTOR COMPENSATION AND EQUITY OWNERSHIP Annual Retainer and Equity Grants All of our non-employee directors are paid an annual cash retainer and receive deferred share units, or DSUs. The amount of such director compensation is determined on an annual basis by the Board of Directors. A supplemental annual cash retainer is also paid to committee chairs. Directors who are officers or employees of the Company do not currently receive any compensation as directors or for attending meetings of the Board of Directors or its committees.

In connection with our acquisition of Progressive Waste, the The Compensation Committee periodically engages its independent compensation committee of Old Waste Connections retained Pearl Meyer & Partners, LLC (“Pearl Meyer”)consultant to conduct a review of competitive market practices for board of director compensation using the same peer group as Old Waste Connections’ compensation committee used to benchmark Old Waste Connections’ NEOexecutive compensation. Following such review, the Compensation Committee found it appropriate to establish a new compensation structure for non-employee directors. The new compensation structure reflects the increased responsibilities and expectations of the members of our Board of Directors given the expanded scope of our business following the Progressive Waste acquisition.

The principal features of the compensation received by our non-employee directors for fiscal year 20162018 are described below.

Type of Fee

Progressive Waste Prior to June 1, 2016

Old Waste Connections Prior to June 1, 2016

New Waste Connections on and After June 1, 2016

Annual Cash Retainer

CAD $95,000

$

75,000

$

100,000

Chairman of the Board Cash Retainer

CAD $100,000

—

—

Special Committee Member Cash Retainer

CAD $5,000

N/A

N/A

Special Committee Member Per Meeting Cash Payment

CAD $1,500

N/A

N/A

Committee Chair Cash Retainers:

Audit

CAD $7,500

$

15,000

$

25,000

Compensation

CAD $7,500

$

10,000

$

25,000

Environmental and Health

CAD $7,500

N/A

N/A

Nominating & Corporate Governance

CAD $7,500

$

5,000

$

15,000

Committee Chair RSU Retainers:

Audit

CAD $7,500

—

—

Compensation

CAD $7,500

—

—

Environmental and Health

CAD $7,500

N/A

N/A

Nominating & Corporate Governance

CAD $7,500

—

—

DSU/RSU Grant Retainer

CAD $95,000

$

150,000

CAD $210,000

Type of Fee Annual Cash Retainer $ 100,000 Committee Chair Cash Retainers: Audit $ 25,000 Compensation $ 25,000 Nominating & Corporate Governance $ 15,000 Target DSU/RSU Grant CAD$ 210,000 Directors may chooseelect, irrevocably and in advance, to receive up to CAD$150,000 of their DSUdirector grant in restricted share units, or RSUs, that are settled in Common Shares, purchased onwith the open market.remainder to be received in the form of DSUs. RSUs received in lieupayment of DSUsthe director grant vest in two equal installments on the grant date and the first anniversary of the grant date. Prior to the acquisition of Progressive Waste, stock awards to directors of Old Waste Connections were in the form of restricted stock units.

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The following table provides compensation information for the year ended December 31, 2016,2018, for each current and former non-employee member of our Board of Directors. Directors who are officersFees Earned Share All Other or employeesPaid in Awards Compensation Name Cash ($)(1) ($) (1 )(2) ($) (1 )(3) Total ($)(1) Robert H. Davis 100,030 166,027 11,308 277,365 Edward E. “Ned” Guillet 115,000 166,027 20,184 301,211 Michael W. Harlan 125,030 166,027 7,747 298,804 Larry S. Hughes 100,030 166,027 9,589 275,646 Susan “Sue” Lee 100,030 166,027 11,278 277,335 William J. Razzouk 125,030 166,027 16,411 307,468 (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, 2018 to December 31, 2018, CAD$1.00 = US$0.7718. (2) In February 2018, each of our non-employee directors received a grant of 1,683 RSUs with a grant date fair value of $118,601 and a grant of 673 DSUs with a grant date fair value of $47,426, each as shown in the “Share Awards” column. The amount shown for each non-employee director is the grant date fair value of the Company do not currently receive any compensation as directors or for attending meetings2018 awards computed in accordance with generally accepted accounting principles in the U.S., excluding estimates of forfeitures related to service-based vesting conditions. A discussion of the Boardfair value of Directors or its committees. Due to the timingshare awards is set forth under Note 1 of the completion ofNotes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the Progressive Waste acquisition, applicablefiscal year ended December 31, 2018, filed with the SEC and the securities laws require us to include the historical information about the compensation of the former directors of Progressive Wastecommissions or similar regulatory authorities in the tables below.

Canada on February 14, 2019. 14 WASTE CONNECTIONS, INC. | 2019 PROXY STATEMENT

Name		Fees Earned or Paid in Cash ($)(1)				Share Awards ($)(1)(2)				All Other Compensation ($)(1)(3)				Total ($)(1)				Total Without Excise Tax Gross-up ($)(1)
Current Directors
Robert H. Davis			89,289				150,013				42,748				282,050				239,302
Edward E. “Ned” Guillet			100,078				150,013				42,748				292,839				250,091
Michael W. Harlan			110,049				150,013				29,541				289,602				260,061
Larry S. Hughes			120,864				54,793				—				175,657				175,657
Susan “Sue” Lee			120,864				36,982				—				157,846				157,846
William J. Razzouk			137,965				150,013				29,541				317,519				287,978
Former Directors of Progressive Waste(4)
John T. Dillon			272,371				19,725				—				292,096				292,096
James J. Forese			304,899				27,896				—				332,795				332,795
Jeffrey L. Keefer			78,416				19,725				—				98,141				98,141
Douglas W. Knight			76,487				19,151				—				95,638				95,638
Daniel R. Milliard			275,253				19,151				—				294,404				294,404

(1)

For the period from January 1, 2016, to May 31, 2016, Ms. Lee and Messrs. Hughes, Dillon, Forese, Keefer, Knight and Milliard received their compensation in Canadian funds. From June 1, 2016, to December 31, 2016, Ms. Lee and Mr. Hughes received their compensation in Canadian funds. 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 periods from January 1, 2016 to May 31, 2016 CAD$1.00 = US$0.75; and from June 1, 2016, to December 31, 2016, CAD$1.00 = US$0.76.

(2)

In February 2016, Messrs. Davis, Guillet, Harlan and Razzouk received from Old Waste Connections an annual grant of 2,590 RSUs with a grant date fair value of $150,013, as shown in the “Share Awards” column. The RSUs granted by Old Waste Connections in February 2016 were granted under Old Waste Connections’ 2014 Incentive Award Plan which was assumed by New Waste Connections on June 1, 2016. In March 2016, Progressive Waste made grants of DSUs to its non-employee directors. The number of DSUs granted and the grant date fair value of those grants are set forth following each such director’s name (dollar amounts are included in the “Share Awards” column): Dillon (309 DSUs valued at $19,725); Forese (437 DSUs valued at $27,896); Hughes (557 DSUs valued at $35,557); Keefer (309 DSUs valued at $19,725); Knight (300 DSUs valued at $19,151); Lee (278 DSUs valued at $17,746); Milliard (300 DSUs valued at $19,151). In July 2016, Ms. Lee and Mr. Hughes received from the Company a one-time grant of 262 DSUs with a grant date fair value of $19,236, which dollar amounts are included in the “Share Awards” column. Amounts shown do not reflect compensation actually received by the director. Instead, the amount shown for each non-employee director is the grant date fair value of the 2016 awards computed in accordance with generally accepted accounting principles in the U.S., excluding estimates of forfeitures related to service-based vesting conditions. A discussion of the valuation of share awards is set forth under Note 1 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the SEC and the securities commissions or similar regulatory authorities in Canada on February 27, 2017.

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The table below shows the aggregate numbersnumber of unvested share awards (in the form of RSUs and DSUs) outstanding for each non-employee director as of December 31, 2016.

Name		Aggregate Restricted Share Unit Awards Outstanding as of December 31, 2016 (#)				Aggregate Deferred Share Unit Awards Outstanding as of December 31, 2016 (#)
Current2018. Aggregate Aggregate Restricted Share Deferred Share Unit Awards Unit Awards Outstanding as Outstanding as of December 31, of December 31, Name 2018 (#) 2018 (#) Robert H. Davis 841 1,460 Edward E. “Ned” Guillet 841 1,460 Michael W. Harlan 841 1,460 Larry S. Hughes 841 6,851 Susan “Sue” Lee 841 4,485 William J. Razzouk 841 1,460 (3) Directors
Robert H. Davis			1,295				—
Edward E. “Ned” Guillet			1,295				—
Michael W. Harlan			1,295				—
Larry S. Hughes			—				3,594
Susan “Sue” Lee			—				2,017
William J. Razzouk			1,295				—
Former Directors of Progressive Waste
John T. Dillon			—				7,752
James J. Forese			—				10,342
Jeffrey L. Keefer			—				—
Douglas W. Knight			—				11,131
Daniel R. Milliard			—				11,128

(3)

In connection with the Progressive Waste acquisition, Old Waste Connections’ non-employee directors were subject to the same excise tax as its NEOs, as described in the section “Compensation Discussion and Analysis — Reimbursement of Progressive Waste acquisition Related Excise Tax.” The amounts in this column represent estimated cost to Old Waste Connections of providing a gross-up payment with respect to that excise tax, which was paid by Old Waste Connections on behalf of Old Waste Connections non-employee directors. These non-recurring payments of Old Waste Connections result in no financial gain to Old Waste Connections’ directors. The payments were made so that, on a net after-tax basis, the directors would be in the same position as if they had not been subject to the excise tax and put the directors in the same position as other equity compensation holders of Old Waste Connections after the Progressive Waste acquisition. The payments with regard to Old Waste Connections’ executive officers were disclosed in Old Waste Connections’ April 25, 2016 proxy statement filed by Old Waste Connections with the SEC in connection with the advisory vote on compensatory arrangements, which was supported by the major proxy advisory firms and approved by more than 84% of shares of common stock of Old Waste Connections voted at the special meeting of Old Waste Connections held on May 26, 2016. This information was disclosed by Progressive Waste in its information circular in connection with the special meeting of Progressive Waste shareholders to approve the Progressive Waste acquisition.

In addition, U.S. resident directors may be reimbursed up to $3,500 for incremental annual personal tax preparation expenses associated with the Company’s tax domicile change. Astraveling to meetings of the dateBoard of this proxy statement, no director had made a request forDirectors and other Company-related events. This column reflects such reimbursement.

(4)

Messrs. Dillon, Forese, Keefer, Knight and Milliard ceased being directors of Progressive Waste upon the completion of the Progressive Waste acquisition on June 1, 2016.

amounts reimbursed during the year ended December 31, 2018. Non-Employee Directors’ Equity Ownership

Non-employee directors of the Company are required to hold Common Sharesshares having a market value of at least $300,000, or three times the annual cash retainer. Non-employee directors have five years from the fiscal year-end following initial election to the Board of Directors to accumulate the share ownership prescribed by the guidelines. For purposes of the calculation, shares deemed “beneficially owned” by the non-employee directors within the meaning of the rules of the SEC, as well as DSUs or RSUs subject to time-based vesting held by the non-employee director, 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 such individual’s ownership. As of the date of this proxy statement, all of our non-employee directors exceeded the requirements of our share ownership guidelines.

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Non-employee directors held the following Common Shares, DSUs and unvested RSUs as of March 27, 2017.

Name		Common Shares				DSUs				Unvested RSUs				Total
Robert H. Davis			8,341				525				655				9,521
Edward E. “Ned” Guillet			53,560				525				655				54,740
Michael W. Harlan			30,411				525				655				31,591
Larry S. Hughes			4,971				4,381				655				10,007
Susan “Sue” Lee			3,079				2,542				655				6,276
William J. Razzouk			11,715				525				655				12,895

21, 2019, the Record Date for the Meeting. Common Unvested Equity Ownership Name Shares DSUs RSUs Total Guideline Met Robert H. Davis 14,189 2,010 688 16,887 Edward E. “Ned” Guillet 61,173 2,010 688 63,871 Michael W. Harlan 19,463 2,010 688 22,161 Larry S. Hughes 8,957 7,401 688 17,046 Susan “Sue” Lee 9,229 5,035 688 14,952 William J. Razzouk 19,919 2,010 688 22,617 Directors’ Deferred Share Unit Plan

Deferred share units, or 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 directors serves to align the interests of non-executive directors with those of shareholders. Directors can redeem their DSUs are redeemed and settled for cash only when they leavethe non-executive director leaves the Board of Directors, and theirthe redemption value of a DSU is equal to the market value of thea Common SharesShare at the timedate of redemption, less applicable withholdings.

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 DSU grantupcoming equity grants in RSUs that are settled in Common Shares, purchased onwith the open market. Each director hasremainder of such compensation to be received in the form of DSUs. Notional DSUs are credited to an account where notional DSUs are creditedfor each director and held until the director leaves the Board of Directors. The number of DSUs credited to each director’s account is calculated by dividing the elected amount of the director and committee chair cash and DSU grant retainers by the Common Share price on the day the credit is made.

DSUs earn dividend equivalents at the same rate as dividends are paid on Common Shares. DSU holders are credited with additional DSUs that are equivalent in value to the dividends declared on the Common Shares. Such additional DSUs are credited to each non-executive director’s account on each dividend payment date. The number of DSUs is calculated using the same rate as for the dividends paid on the Common Shares. WASTE CONNECTIONS, INC. | 2019 PROXY STATEMENT 15

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PROPOSAL 1 ELECTION OF DIRECTORS The Board of Directors is composed of seven directors. At the Meeting, you will be asked to elect all seven current directors to serve until the 2020 Annual Meeting of Shareholders of the Company or until their respective successors are duly elected or appointed. 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” with respect to the election of a nominee, your vote will not be counted as a vote cast for the purposes of electing such nominee but will be considered in the application of the majority voting policy included in our Corporate Governance Guidelines and Board Charter. Pursuant to our majority voting policy, a “WITHHOLD” vote is considered a vote cast for purposes of the election of the director nominee and is equivalent to a vote against the nominee. Pursuant to the Company’s Corporate Governance Guidelines and Board Charter, each director of the Company must be elected by a “majority of the votes cast” with respect to his or her election. 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 will include votes to withhold authority, but will exclude abstentions, broker non-votes, and failures to vote with respect to that director’s election. See “Majority Voting for Directors” on page 12 of this proxy statement. Proxies will be voted, unless otherwise indicated, for the election of all seven nominees to our Board of Directors. Proxies will be voted in a discretionary manner if any of the seven nominees is unable to serve. For purposes of this section, references to the “Company” and the words “we,” “our,” “ours,” and “us” refer to Old Waste Connections prior to June 1, 2016, and New Waste Connections on and after June 1, 2016. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE SEVEN NOMINEES TO THE BOARD OF DIRECTORS. RONALD J. MITTELSTAEDT CEO & BOARD CHAIRMAN Waste Connections, Inc. Age 55 BOARD/COMMITTEE MEMBERSHIP: BOARD ATTENDANCE IN 2018: 100% Texas, U.S.A. „ Board Director since: „ Executive Committee September 1997(1) COMMON SHARES OWNED OR CONTROLLED: 234,869 NOT Independent BIOGRAPHY: Mr. Mittelstaedt has served as Chief Executive Officer and a director of the Company since its formation in 1997(1), and was elected Board Chairman in January 1998(1). Mr. Mittelstaedt also served as President of the Company from its formation through August 2004(1). Under Mr. Mittelstaedt’s leadership, the Company has become the third largest company in the North American solid waste and recycling industry, employing nearly 17,000 people across the U.S. and Canada. Mr. Mittelstaedt also established the RDM Positive Impact Foundation in 2004 to improve the lives of underprivileged and at-risk children. Prior to his career in the solid waste and recycling industry, he spent three years in the air freight industry. Mr. Mittelstaedt serves as a director for SkyWest, Inc. and is also a director for Pride Industries, a non-profit organization which provides manufacturing, supply chain, logistics and facilities services to public and private organizations nationwide, while creating jobs for people with disabilities. Mr. Mittelstaedt holds a bachelor’s degree in Business Economics from the University of California—Santa Barbara. We believe that Mr. Mittelstaedt’s qualifications to serve on our Board of Directors include his extensive experience in the solid waste industry, including as our founder, our Chief Executive Officer and a director since the Company was formed in 1997 and our Board Chairman since 1998(1). (1) Mr. Mittelstaedt has served as CEO and a director of the Company since completion of the Progressive Waste acquisition on June 1, 2016. Prior to that date, Mr. Mittelstaedt founded Old Waste Connections in 1997, served as CEO and a director of Old Waste Connections since its formation, and was elected Chairman of Old Waste Connections in January 1998. See “Explanatory Note” for further information pertaining to the Progressive Waste acquisition. 16 WASTE CONNECTIONS, INC. | 2019 PROXY STATEMENT

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ROBERT H. DAVIS MANAGING PARTNER/PRESIDENT Rubber Recovery, Inc. Age 76 BOARD/COMMITTEE MEMBERSHIP: BOARD ATTENDANCE IN 2018: 100% California, U.S.A. „ Board Director since: „ Nominating and Corporate Governance Committee June 2001(2) COMMON SHARES OWNED OR CONTROLLED, Independent INCLUDING DSUs: 16,199 BIOGRAPHY: Mr. Davis has been the Managing Partner/President of Rubber Recovery Inc., a private, California-based scrap tire processing and recycling company, since July 2006. Mr. Davis is the conceptual founder and a member of the external advisory board of the Global Waste Research Institute at California Polytechnic State University, San Luis Obispo (“Cal Poly”). He served as President of Waste Systems International, Inc., a turnkey solid waste management systems provider of environmentally acceptable solutions to developing countries outside the U.S., from November 2007 to 2009. From 2007 to 2010, he was a member of the board of effENERGY LLC, an alternative energy company. Prior to acquiring his ownership interest in Rubber Recovery Inc., Mr. Davis was President, Chief Executive Officer and a Director of GreenMan Technologies, Inc., a publicly-traded tire shredding and recycling company, from 1997 to 2006. Prior to joining GreenMan, Mr. Davis served as Vice President of Recycling for Browning-Ferris Industries, Inc., from 1990 to 1997. With more than 40 years of experience in the solid waste and recycling industry, Mr. Davis has also held executive positions with Fibres International, Garden State Paper Company and SCS Engineers, Inc. Mr. Davis holds a B.S. degree in Mathematics from Cal Poly, has done graduate work at George Washington University in Solid Waste Management, and has engaged in continuing education at Stanford University Law School in Corporate Governance. In 2009, Mr. Davis was honored as Alumni of the Year for the College of Science/Mathematics at Cal Poly. Since 2008, Mr. Davis has served on the Dean’s Executive Advisory Committee for the College of Engineering, and since 2010, he has served on the Dean’s Executive Advisory Committee for the College of Science and Mathematics. We believe that Mr. Davis’ qualifications to serve on our Board of Directors include his past experience on our Board of Directors(2), his substantial experience in the solid waste and recycling industries, his considerable involvement in sustainability initiatives, his general experience with environmental matters, his government relations experience and his prior experience as a director of another publicly-traded company. EDWARD E. “NED” GUILLET CORPORATE DIRECTOR/CONSULTANT Age 67 BOARD/COMMITTEE MEMBERSHIP: BOARD ATTENDANCE IN 2018: 100% California, U.S.A. „ Board „ Compensation Committee Director since: „ Nominating and Corporate Governance Committee March 2007(3) Independent COMMON SHARES OWNED OR CONTROLLED, INCLUDING DSUs: 63,183 BIOGRAPHY: Mr. Guillet has been an independent freelance human resources consultant since January 2007. From October 2005 until December 2006, he was Senior Vice President, Human Resources for the Gillette Global Business Unit of The Procter & Gamble Company, a position he held subsequent to the merger of Gillette with Procter & Gamble. From July 2001 until September 2005, Mr. Guillet was Senior Vice President and Chief Human Resources Officer and an executive officer of The Gillette Company, a global consumer products company. He joined Gillette in 1974 and held a broad range of leadership positions in its human resources department. Mr. Guillet has been a Director of CCL Industries Inc., the largest label company in the world providing innovative solutions to the Home & Personal Care, Food & Beverage, Healthcare & Specialty, Automotive, Electronic & Consumer Durables and Retail & Apparel markets worldwide, since 2008, where he also serves as the Chairman of the Board of Directors’ Human Resources Committee and as a member of its Nominating & Governance Committee. Mr. Guillet is a former member of Boston University’s Human Resources Policy Institute. He holds a B.A. degree in English Literature and Secondary Education from Boston College. We believe that Mr. Guillet’s qualifications to serve on our Board of Directors include his past experience on our Board of Directors(3), his substantial experience with human resources and personnel development matters, and the positions he has held with other publicly-traded companies (including a publicly-traded company in Canada). (2) Mr. Davis has served as a director of the Company since completion of the Progressive Waste acquisition on June 1, 2016. Prior to that date, Mr. Davis served as a director of Old Waste Connections since June 2001. See “Explanatory Note” for further information pertaining to the Progressive Waste acquisition. (3) Mr. Guillet has served as a director of the Company since completion of the Progressive Waste acquisition on June 1, 2016. Prior to that date, Mr. Guillet served as a director of Old Waste Connections since March 2007. See “Explanatory Note” for further information pertaining to the Progressive Waste acquisition. WASTE CONNECTIONS, INC. | 2019 PROXY STATEMENT 17

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MICHAEL W. HARLAN CHAIRMAN & CEO TruHorizon Environmental Solutions Age 58 BOARD/COMMITTEE MEMBERSHIP: BOARD ATTENDANCE IN 2018: 100% Texas, U.S.A. „ Board „ Audit Committee Director since: „ Executive Committee May 1998(4) „ Nominating and Corporate Governance Committee Independent COMMON SHARES OWNED OR CONTROLLED, INCLUDING DSUs: 21,473 BIOGRAPHY: Mr. Harlan is the Chairman of the Board of Directors and Chief Executive Officer of Principal Environmental, L.L.C., doing business as TruHorizon Environmental Solutions, a company that provides environmental regulatory compliance services, and a position he has held since September 2013. Mr. Harlan joined the Board of Directors of Brewer Crane Holdings, LLC, in July 2018. Brewer Crane is a privately-held company that provides customers in Southern California with a wide range of crane, rigging, trucking, and construction services. Since September 2011, he has also served as President of Harlan Capital Advisors, LLC, a private consulting firm focused on advising companies on operational matters, strategic planning, mergers and acquisitions, debt and equity investments, and capital raising initiatives. Prior to forming Harlan Capital Advisors, Mr. Harlan held numerous positions at U.S. Concrete, Inc. (NASDAQ: USCR), a publicly-traded producer of concrete, aggregates and related concrete products, including most recently as its President and Chief Executive Officer from May 2007 until August 2011, and as a Director from June 2006 until August 2011. He has previously served on the Board of Directors for several public and private companies and currently serves on the University of Houston Honors College Advisory Board. Prior to founding U.S. Concrete in August 1998, Mr. Harlan held several senior financial positions with publicly-traded companies, including chief financial officer, treasurer and controller. Mr. Harlan began his career with an international public accounting firm. Mr. Harlan is a Certified Public Accountant and graduated magna cum laude from the University of Mississippi with a Bachelor of Accounting degree. We believe that Mr. Harlan’s qualifications to serve on our Board of Directors include his past experience on our Board of Directors(4), his substantial experience in the solid waste industry, his significant experience in accounting and financial matters, including his extensive experience as a certified public accountant, his substantial experience with growth-oriented companies, and his prior experience as a director of other publicly-traded companies. LARRY S. HUGHES CORPORATE DIRECTOR Age 67 BOARD/COMMITTEE MEMBERSHIP: BOARD ATTENDANCE IN 2018: 100% British Columbia, Canada „ Board „ Audit Committee Director since: „ Executive Committee May 2014(5) Independent COMMON SHARES OWNED OR CONTROLLED, INCLUDING DSUs: 16,358 BIOGRAPHY: Mr. Hughes is a retired executive and former lawyer who currently provides consulting and advisory services. In June 2017, Mr. Hughes retired as an executive of West Fraser Timber Co. Ltd., an integrated wood products company headquartered in Vancouver, B.C. in Canada. West Fraser is a Canadian public company whose shares are listed for trading on the Toronto Stock Exchange. Mr. Hughes served as West Fraser’s Senior Vice-President from 2007 to 2011 with oversight of strategic planning, legal, environmental and safety matters. He served as Vice-President, Finance and Chief Financial Officer from 2011 to 2017 with oversight of financial and accounting matters as well as strategic planning, investor relations, corporate governance and pension matters. Prior to joining West Fraser Mr. Hughes had a successful 27-year career as a business lawyer in private practice in Vancouver. He joined the Board of Progressive Waste Solutions Ltd. in May of 2014 and continued as a director following the June 2016 merger with the Company(5). We believe that Mr. Hughes’ qualifications to serve on our Board of Directors include his past experience on our Board of Directors(5), his significant experience in corporate financial, governance and legal matters, his experience with companies having operations in both the U.S. and Canada, and his experience as an officer of another publicly-traded company in Canada. (4) Mr. Harlan has served as a director of the Company since completion of the Progressive Waste acquisition on June 1, 2016. Prior to that date, Mr. Harlan served as a director of Old Waste Connections since May 1998. See “Explanatory Note” for further information pertaining to the Progressive Waste acquisition. (5) Mr. Hughes has served as a director of the Company since completion of the Progressive Waste acquisition on June 1, 2016. Prior to that date, Mr. Hughes served as a director of Progressive Waste since May 2014. See “Explanatory Note” for further information pertaining to the Progressive Waste acquisition. 18 WASTE CONNECTIONS, INC. | 2019 PROXY STATEMENT

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SUSAN “SUE” LEE CORPORATE DIRECTOR Age 67 BOARD/COMMITTEE MEMBERSHIP: BOARD ATTENDANCE IN 2018: 100% Alberta, Canada „ Board Director since: „ Compensation Committee May 2014(6) COMMON SHARES OWNED OR CONTROLLED, Independent INCLUDING DSUs: 14,264 BIOGRAPHY: Ms. Lee has been a corporate director since November 2011. She retired from Suncor Energy Inc. in April 2012, where she last served as Senior Vice-President, Human Resources and Communications. During her 16 years with Suncor, her responsibilities included executive compensation and succession planning, governance, merger strategy and integration, and stakeholder and government relations. Prior to joining Suncor, Ms. Lee had a 14-year career in human resources at TransAlta Corp. Ms. Lee has been a Director of Empire Company Limited, a food retailing business, since 2014, where she also serves as a member of the Board of Directors’ Human Resources Committee. Ms. Lee served as a Director of Bonavista Energy Corporation from November 2013 to December 2017 and as a Director of Progressive Waste Solutions Ltd. from May 2014 until May 2016(6). She has also served on a number of prominent boards in Canada, such as the Suncor Energy Foundation, Holcim Canada, Altalink, the University of Calgary Board of Governors and the Women’s Executive Network Top 100 Women Advisory Board. In 2007, Ms. Lee was an inaugural inductee into the Hall of Fame for Canada’s Top 100 Most Powerful Women. We believe that Ms. Lee’s qualifications to serve on our Board of Directors include her past experience on our Board of Directors(6), her substantial experience with human resources and talent management and development matters, her substantial experience in the energy industry, the positions she has held with other publicly-traded companies in Canada and her experience as a director of other publicly-traded companies in Canada. WILLIAM J. RAZZOUK CORPORATE DIRECTOR Age 71 BOARD/COMMITTEE MEMBERSHIP: BOARD ATTENDANCE IN 2018: 100% Florida, U.S.A. „ Board „ Audit Committee Director since: „ Compensation Committee January 1998(7) Independent COMMON SHARES OWNED OR CONTROLLED, INCLUDING DSUs: 21,929 BIOGRAPHY: Mr. Razzouk has been a corporate director since October 2017. From March 2005 to October 2017, Mr. Razzouk served as the Chairman and a Director of Newgistics, Inc., a provider of intelligent order delivery and returns management solutions for direct retailers and technology companies, since March 2005. From March 2005 to December 2015, he also served as the President and Chief Executive Officer of Newgistics, Inc. From August 2000 to December 2002, he was a Managing Director of Paradigm Capital Partners, LLC, a venture capital firm in Memphis, Tennessee focused on meeting the capital and advisory needs of emerging growth companies. From September 1998 to August 2000, he was Chairman of PlanetRx.com, an e-commerce company focused on healthcare and sales of prescription and over-the-counter medicines, health and beauty products and medical supplies. He was also Chief Executive Officer of PlanetRx.com from September 1998 until April 2000. From April 1998 until September 1998, Mr. Razzouk owned a management consulting business and an investment company that focused on identifying strategic acquisitions. From September 1997 until April 1998, he was the President, Chief Operating Officer and a Director of Storage USA, Inc., a then publicly-traded (now private) real estate investment trust that owned and operated more than 350 mini storage warehouses. He served as the President and Chief Operating Officer of America Online from February 1996 to June 1996. From 1983 to 1996, Mr. Razzouk held various management positions at Federal Express Corporation, most recently as Executive Vice President, Worldwide Customer Operations, with full worldwide P&L responsibility. Mr. Razzouk previously held management positions at ROLM Corporation, Philips Electronics and Xerox Corporation. He previously was a Director of Fritz Companies, Inc., Sanifill, Inc., Cordis Corp., Storage USA, PlanetRx.com, America Online and La Quinta Motor Inns. Mr. Razzouk holds a Bachelor of Journalism degree from the University of Georgia. We believe that Mr. Razzouk’s qualifications to serve on our Board of Directors include his past experience on our Board of Directors(7), his significant experience in corporate financial matters, his experience in the solid waste industry, his substantial experience with growth-oriented companies, and his prior experience as a director of other publicly-traded companies. (6) Ms. Lee has served as a director of the Company since completion of the Progressive Waste acquisition on June 1, 2016. Prior to that date, Ms. Lee served as a director of Progressive Waste since May 2014. See “Explanatory Note” for further information pertaining to the Progressive Waste acquisition. (7) Mr. Razzouk has served as a director of the Company since completion of the Progressive Waste acquisition on June 1, 2016. Prior to that date, Mr. Razzouk served as a director of Old Waste Connections since January 1998. See “Explanatory Note” for further information pertaining to the Progressive Waste acquisition. WASTE CONNECTIONS, INC. | 2019 PROXY STATEMENT 19

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PRINCIPAL SHAREHOLDERS

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 table below sets forth the other reporting issuers for which the Company’s directors serve as directors and the stock exchanges on which such issuers are listed. Nominee Public Company Exchange Ronald J. Mittelstaedt SkyWest, Inc. NASDAQ Edward E. “Ned” Guillet CCL Industries Inc. TSX Susan “Sue” Lee Empire Company Limited TSX Bankruptcies and Insolvencies Except as disclosed below, as of the date of this proxy statement, no director nominee is, or within the ten years prior to the date of this proxy statement, was: (a) a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (b) bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or has become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver manager or trustee appointed to hold the assets of the director nominee. Michael W. Harlan, a director of the Company, served as President and Chief Executive Officer of U.S. Concrete, Inc. (NASDAQ: USCR), a publicly-traded producer of concrete, aggregates and related concrete products to all segments of the construction industry, from May 2007 until August 2011. From April 2003 until May 2007, Mr. Harlan served as Executive Vice President and Chief Operating Officer of U.S. Concrete, Inc. He also served as Chief Financial Officer of U.S. Concrete, Inc. from May 1999 until November 2004 after founding U.S. Concrete, Inc. in August 1998. Mr. Harlan served as a Director of U.S. Concrete, Inc. from June 2006 until August 2011. On April 29, 2010, U.S. Concrete, Inc. and certain of its subsidiaries filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware for relief under the provisions of Chapter 11 of Title 11 of the United States Code. The Chapter 11 cases were jointly administered under the caption In re U.S. Concrete, Inc., et al., Case No. 10-11407. On July 29, 2010, the United States Bankruptcy Court for the District of Delaware entered an order confirming the Joint Plan of Reorganization of U.S. Concrete, Inc. and its applicable subsidiaries and, after consummating the restructuring transactions contemplated by such plan, U.S. Concrete, Inc. emerged from Chapter 11 of Title 11 of the United States Code on August 31, 2010. 20 WASTE CONNECTIONS, INC. | 2019 PROXY STATEMENT

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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 March 27, 2017,21, 2019, the Record Date for the Meeting.

Number of Outstanding Common Shares Percent Name of Beneficial Owner Beneficially Owned(1) of Class T. Rowe Price Associates, Inc.(2) 31,886,080 12.1% The Vanguard Group(3) 24,892,301 9.44% (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 share ownership of T. Rowe Price Associates, Inc. is based on a Schedule 13G/A filed with the SEC on February 14, 2019. T. Rowe Price Associates has sole voting power with respect to 10,120,272 Common Shares and sole dispositive power with respect to 31,886,080 Common Shares. The address of T. Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore, Maryland 21202. (3) The share ownership of The Vanguard Group is based on a Schedule 13G/A filed with the SEC on February 11, 2019. The Vanguard Group has sole voting power with respect to 80,097 Common Shares and sole dispositive power with respect to 24,751,450 Common Shares. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. WASTE CONNECTIONS, INC. | 2019 PROXY STATEMENT 21

Name of Beneficial Owner		Number of Outstanding Common Shares Beneficially Owned(1)				Percent of Class
T. Rowe Price Associates, Inc.(2)			14,465,359				8.2	%
The Vanguard Group(3)			13,886,531				7.92	%

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 21, 2019, the Record Date for the Meeting, by (i) each director of the Company; (ii) each named executive officer of the Company; and (iii) all corporate officers and directors of the Company as a group. These individuals, both individually and in the aggregate, own less than 1% of our outstanding Common Shares as of the Record Date for the Meeting. Vested Restricted Share Units Held Under Amount and Nonqualified Nature of Deferred Beneficial Compensation Beneficial Owner(1) Ownership(2) Plan(3) Total Ronald J. Mittelstaedt 139,120(4) 95,749 234,869 Darrell W. Chambliss 109,100 37,569 146,669 Worthing F. Jackman 118,071 – 118,071 Edward E. “Ned” Guillet 61,173 – 61,173 Mary Anne Whitney 38,955 – 38,955 Patrick J. Shea 37,879 – 37,879 William J. Razzouk 19,919 – 19,919 Michael W. Harlan 19,463 – 19,463 Robert H. Davis 14,189 – 14,189 Susan “Sue” Lee 9,229 – 9,229 Larry S. Hughes 8,957 – 8,957 ALL CORPORATE OFFICERS AND DIRECTORS AS A GROUP (25 PERSONS) 780,449 134,397 914,846 (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 share ownership of T. Rowe Price Associates, Inc. is based on a Schedule 13G/A filed with the SEC on February 7, 2017. T. Rowe Price Associates has sole voting power with respect to 3,798,949 Common Shares and sole dispositive power with respect to 14,465,359 Common Shares. The address of T. Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore, Maryland 21202.

(3)

The share ownership of The Vanguard Group is based on a Schedule 13G filed with the SEC on February 10, 2017. The Vanguard Group has sole voting power with respect to 46,883 Common Shares and sole dispositive power with respect to 13,807,427 Common Shares. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

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Share Ownership of the Board of Directors and Executive Officers

The following table sets forth information known to the Company concerning Common Shares beneficially owned, as of March 27, 2017, the Record Date for the Meeting, by (i) each current Company director; (ii) each current Company named executive officer; (iii) each former Progressive Waste named executive officer; and (iv) all executive officers and directors of the Company and former Progressive Waste named executive officers as a group. Except as otherwise indicated in the footnotes to the table below, 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 shares. These individuals, both individually(2) Common Shares subject to share options and/or warrants currently exercisable or exercisable within 60 days after March 21, 2019, Common Shares into which convertible securities are convertible within 60 days after March 21, 2019, and Common Shares which will become issuable within 60 days after March 21, 2019, pursuant to outstanding RSUs count as outstanding for computing the percentage beneficially owned by the person holding such share options, warrants, convertible securities and RSUs, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. (3) Executive officers of Old Waste Connections, in years prior to 2015, were able to voluntarily defer receipt of RSU grants under Old Waste Connections’ Nonqualified Deferred Compensation Plan, which plan was assumed by New Waste Connections on June 1, 2016 in connection with the Progressive Waste acquisition. 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 aggregate, own less than 1%performance of our outstandingits Common Shares. (4) Includes 139,120 Common Shares held by Mittelstaedt Enterprises, L.P., of which Mr. Mittelstaedt is a limited partner. Excludes 5,286 Common Shares held by the Mittelstaedt Irrevocable Trust dated 6/18/97 and 53,002 Common Shares held by RDM Positive Impact Foundation as of the Record Date for the Meeting.

to which Mr. Mittelstaedt disclaims beneficial ownership. 22 WASTE CONNECTIONS, INC. | 2019 PROXY STATEMENT

Beneficial Owner(1)		Amount and Nature of Beneficial Ownership(2)				Vested Restricted Share Units Held Under Nonqualified Deferred Compensation Plan(3)				Total
Current Named Executive Officers and Directors
Ronald J. Mittelstaedt			82,323	(4)			120,377				202,700
Steven F. Bouck			207,225				—				207,225
Darrell W. Chambliss			87,084				25,060				112,144
Worthing F. Jackman			71,335				22,115				93,450
Edward E. “Ned” Guillet			53,560				—				53,560
Michael W. Harlan			30,411				—				30,411
Patrick J. Shea			28,248				—				28,248
William J. Razzouk			11,715				—				11,715
Robert H. Davis			8,341				—				8,341
Larry S. Hughes			4,971				—				4,971
Susan “Sue” Lee			3,079				—				3,079
Former Named Executive Officers of Progressive Waste
Joseph D. Quarin			107,493	(5)			—				107,493
Kevin Walbridge			—				—				—
Ian M. Kidson			5,670	(6)			—				5,670
Dan D. Pio			9,345	(7)			—				9,345
William Herman			4,041	(8)			—				4,041
All executive officers, directors and former named executive officers of Progressive Waste as a group (30 persons)			915,304	(9)			167,552				1,063,800

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

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,⁽¹⁹⁾, the key executive compensation decisions made under those programs for 2016,2018, and the factors considered in making those decisions. This CD&A is intended to provide additional context and background for the compensation earned by and awarded to our NEOs. For 2016,2018, our NEOs included the following individuals:

Old Waste Connections completed the Progressive Waste acquisition on JuneSecretary; and Steven F. Bouck, former President. On July 1, 2016. Pursuant to the Merger Agreement, Merger Sub merged with2018, Mr. Jackman succeeded Mr. Bouck, who is transitioning into retirement, as President, and into Old Waste Connections inMs. Whitney succeeded Mr. Jackman as Chief Financial Officer. Mr. Bouck, though no longer an all-stock business combination with Old Waste Connections continuing as the surviving corporation and an indirect wholly-owned subsidiary of New Waste Connections. Compensation programs of Old Waste Connections were generally adopted by New Waste Connections following the completionofficer of the Progressive Waste acquisition. ExceptCompany, is included in this proxy statement as otherwise indicated, general references belowan NEO pursuant to the Compensation Committee relate to Old Waste Connections’ compensation committee prior to the Progressive Waste acquisition, and to the Company’s Compensation Committee following the Progressive Waste acquisition. References below to “we” and “our” relate to Old Waste Connections prior to the Progressive Waste acquisition and to the Company following the completion of the Progressive Waste acquisition.

applicable SEC disclosure requirements. Executive Summary

The Company’s executive compensation program is designed to align the interests of senior management with shareholders by tying a significant portion of their compensation to the Company’s 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 support an environment of continuous improvement and shareholder value creation.

As illustrated below, our one-year and five-year TSR significantly outperformed the S&P 500, the TSX 60 and the DJ Waste Index for the one-year and five-year periods ended December 31, 2016.2018. In addition, in October 2016,2018, we increased our regular quarterly cash dividend by 24.1%14.3% to $0.18$0.16 per share, the sixtheighth consecutive year of double-digit growth in our cash dividend since its commencement in 2010.

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1-YEAR TOTAL SHAREHOLDER RETURN 5-YEAR TOTAL SHAREHOLDER RETURN 5.5% 167.1% 0.1% S&P 500 TSX 60 Waste DJ Waste Connections Index -4.4% 68.3% 50.3% TSX 60 -15.2% Waste DJ Waste S&P 500 -0.8% Connections Index For highlights of the Company’s fiscal year 20162018 performance, see the Summary section of this proxy statement. A more detailed description of the Company’s fiscal year 20162018 performance, including a reconciliation of non-GAAP financial measures and a graphical representation of the TSR performance for the S&P 500, TSX 60 and the DJ Waste Index, and our Comparator Group Companies, can be found on pages 65 – 6770-72 and page 36, respectively, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016,2018, filed with the SEC and the securities commissions or similar regulatory authorities in Canada on February 27, 2017.14, 2019. WASTE CONNECTIONS, INC. | 2019 PROXY STATEMENT 23

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Executive Compensation Program Best Practices

Our current executive compensation program includes features which 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.

Included Features (What We Do)		Excluded Features (What We Don’t Do)
ü Pay for Performance — Our NEOs receive the majority (about 85% for the CEO and about 81% for other NEOs) of their Total Direct Compensation in performance-based compensation — annual cash incentives, performance-based restricted share units and restricted share units awarded based on Company and individual performance.		× No guaranteed base salary increases, minimum bonuses or equity awards — Our NEO employment agreements do not provide for guaranteed base salary increases, minimum bonuses or equity awards.
ü Recoupment Policy — In November 2015, Old Waste Connections adopted a Compensation Recoupment Policy (the “Clawback Policy”) to provide that if an accounting restatement occurs, Old Waste Connections’ board of directors (and currently our Board of Directors) shall seek to require the forfeiture or repayment of certain incentive compensation paid to an executive officer if (i) the executive officer engaged in fraud or intentional misconduct that materially contributed to the need for the restatement or (ii) a clawback is otherwise required by the applicable rules and regulations of the SEC or the Company’s stock exchange. The Clawback Policy was adopted by New Waste Connections on June 1, 2016.		× No “single trigger” severance payments in employment agreements — In February 2012, Old Waste Connections eliminated provisions in the employment agreements of our CEO and other executive officers who were NEOs at that time that provided severance payments solely upon the occurrence of a change in control event. In December 2015, Old Waste Connections amended our CEO’s employment agreement so that unvested equity awards held by him have double-trigger change in control provisions similar to the rest of his compensation in the event of a change in control followed by the termination of his employment. These employment agreements remained in effect following the completion of the Progressive Waste acquisition.
ü Use of Peer Group Data and Tally Sheets — We utilize tally sheets annually when making executive compensation decisions, and periodically review comparative compensation data relative to our comparator group of companies.		× No dividends or dividend equivalents on unvested equity awards — We do not pay ordinary dividends on unvested time-based equity awards. For our performance-based restricted share units (“PSUs”), dividend equivalents are paid in cash, without interest, only when and to the extent the PSUs are earned.
ü Share Ownership Guidelines — Our executive officers are expected to hold Common Shares with a value equal to a multiple of their base salaries (as described below under “Share Ownership Guidelines”) and non-employee directors are expected to hold a number of Common Shares with a value of at least $300,000.		× No discounting of share options or re-pricing or buyout of underwater options — We expressly prohibit the discounting of share options and the re-pricing or cash buyouts of underwater options.

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Included Features (What We Do)		Excluded Features (What We Don’t Do)
ü Conservatively Manage Use of Equity Grants — Our annual equity grants have averaged less than 0.45% of outstanding shares over the last five fiscal years.		× No Hedging or Pledging of Securities —  Executive officers and directors are prohibited from engaging in transactions designed to hedge against the economic risks associated with an investment in Common Shares or pledging Common Shares in a margin account.
ü Risk Management — Our executive officers’ compensation program has been designed, and is periodically reviewed, to ensure that it does not encourage inappropriate risk-taking. See “Compensation Risk Assessment” section below for further discussion.

Pay for Performance Our NEOs receive the majority (about 80% for the CEO and about 71% for other NEOs, excluding Mr. Bouck, in 2018) of their total direct compensation in performance-based compensation, which is contingent on Company and individual performance. Relevant Performance Metrics Our annual incentive and equity-based compensation programs include performance metrics meant to drive long-term shareholder value creation. Recoupment Policy We maintain a clawback policy that permits our Board of Directors to seek the forfeiture or repayment of certain incentive compensation paid to an NEO or other corporate officer in certain circumstances. Annual Say on Pay We provide our shareholders with an annual opportunity to vote, on an advisory basis, on the compensation of our NEOs. Use of Peer Group Data and We utilize tally sheets annually when making executive compensation decisions, and Tally Sheets periodically review compensation data relative to our comparator group of companies (the “Comparator Group”). Share Ownership Guidelines Our NEOs and other corporate officers are expected to hold Common Shares with a value equal to a multiple of their base salaries. Conservative Use of Equity Grants Our annual equity grants have averaged less than 0.35% of outstanding shares over the last five fiscal years. Risk Assessment Our corporate officers’ compensation program has been designed, and is periodically reviewed, to ensure that it does not encourage inappropriate risk-taking. No Compensation Guarantees Our NEO employment agreements do not provide for guaranteed base salary increases, minimum bonuses or annual equity awards. No “Single Triggers” Our CEO and other executive officers, as defined under applicable Canadian securities laws, have employment agreements that contain “double-trigger” change in control severance provisions. No Dividends on Unvested We do not pay ordinary dividends on unvested time-based equity awards. For our Equity Awards performance-based restricted share units (“PSUs”), dividend equivalents are paid in cash, without interest, only when and to the extent the PSUs are earned. No Discounting, Re-pricing or We expressly prohibit the discounting of share options and the re-pricing or cash buyouts of Buyout Provisions underwater share options. No Hedging or Pledging of NEOs, other corporate officers and directors are prohibited from engaging in transactions Securities designed to hedge against the economic risks associated with an investment in Common Shares or pledging Common Shares. Pay for Performance Compensation Mix

The Company’s executive compensation program is designed to reward executivethe 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 long term and consistent record of strong financial performance and superior shareholder returns, the Company’s compensation program has remained relatively unchanged over the years. The Compensation Committee believes that 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 Total Direct Compensation,total direct compensation, or 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.

As illustrated below, At-Risk Compensation, comprised of cash annual incentives and equity-based compensation, made up approximately 85%80% of the TDC of our CEO, and 81%71% of the combined TDC of our other NEOs, excluding Mr. Bouck, in 2016.2018. 24 WASTE CONNECTIONS, INC. | 2019 PROXY STATEMENT

CEO FIXED COMPENSATION OTHER NEOs FIXED COMPENSATION 20% Base Salary 29% Base Salary 49% 45% LT Incentive LT Incentive Equity-Based AT-RISK Equity-Based AT-RISK COMPENSATION COMPENSATION Comp Comp 31% 26% Cash Annual Cash Annual Incentives Incentives As described in the section “Compensation Discussion and Analysis — Role of Independent Compensation Consultant; Comparison Group Compensation Data”, a review by the Compensation Committee’s independent compensation consultant in late 2017 concluded that, in aggregate, the Company’s targeted total direct compensation for the NEOs was aligned with the 25th percentiles of the Comparator Group. It was also noted that the Company’s annualized TSR was above the 75th percentile for all measurement periods between one and ten years when compared to the Comparator Group. In February 2019, after discussions with the Compensation Committee’s independent compensation consultant, the Compensation Committee reviewed the composition of the Comparator Group as a result of significant performance issues impacting certain companies within the Comparator Group and a merger between one peer group company. It again was noted, as shown below, that the Company’s annualized TSR was approximately at or above the 75th percentile for all measurement periods between one and ten years when compared to the updated Comparator Group. 10 YEAR ANNUALIZED TSR TSR AMONG COMPARATORS AND WCN 30% 19% 25% 25.2% 14% 20.9% 20% 18.9% 18.6% 19.5% 18.8% 18.7% 14% 16.5% 15% 14.3% 14.6% 11.6% 12.8% 10.7% 10.2% 10.7% 10 YEAR CUMULATIVE TSR 10% 5% 4.7% 5.5% 5.0% 455% 0% 273% -1.7% -5% 282% -10% WCN Waste Management Republic Services -15% -15.8% -20% 2018 TSR 3 Yr Annualized 5 Yr Annualized 7 Yr Annualized 10 Yr Annualized TSR TSR TSR TSR 25th Percentile 50th Percentile 75th Percentile WCN “Say on Pay” Proposal The Company provides its shareholders with an opportunity to cast an annual advisory vote with respect to its NEO compensation as disclosed in the Company’s management information circular and proxy statement, or “Say on Pay” proposal (“Say on Pay”). At last year’s Annual and Special Meeting of Shareholders, more than 95% of the shares cast approved our NEO compensation program as described in last year’s management information circular and proxy statement. The Compensation Committee and the Company viewed these results as a strong indication that the Company’s shareholders support the executive compensation policies and practices of the Company. WASTE CONNECTIONS, INC. | 2019 PROXY STATEMENT 25

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Recent Changes to Further Align Pay with Performance

Consistent with In light of our shareholders’ support and the significant shareholder value creation over the years, the Compensation Committee decided to retain the core design of our executive compensation program for fiscal 2016.2018. The Company’s management and Compensation Committee, with the input of the full Board of Directors (or Old Waste Connections’ board of directors, as applicable) and the Compensation Committee’s independent compensation consultant, has periodically reviewed our executive compensation programsprogram and made certain revisions over the years to further align pay with performance.

In 2014, the Compensation Committee introduced performance-based restricted share units (“PSUs”) with two new and distinct performance, metrics (Return on Invested Capital (“ROIC”) Improvement and EBITA Compound Annual Growth Rate (“CAGR”)) measured over a three-year period as a new component of compensation for the Company’s executive officers, including its NEOs. The Compensation Committee also revised our share ownership guidelines to (i) increase the amount of Company shares our CEO and other executive officers must own (See “Share Ownership Guidelines” below), and (ii) broaden the guidelines to include officers at all levels.

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In early 2015, the Compensation Committee introducedincluding: Applying a one-year performance-based condition to annual restricted share unit (“RSU”) grants to the Company’s executiveNEOs and other corporate officers based on a threshold of free cash flow generation — generation—a different metric from those used for annual incentives and PSU grants, which practice was continued by the Company following the Progressive Waste acquisition for its executive and non-executive officers. Only if the Company satisfies the performance targetgrants—that must be satisfied during the year in which the grant is made will thefor such grants to then continue to time-vest over a multi-year schedule. Accordingly, all equity grants awarded to our NEOs contain a performance-based threshold the Company must meet before grants may vest.

In late 2015, the Old Waste Connections board of directors adopted a Compensation Recoupment Policy, which was adopted by New Waste Connections on June 1, 2016, in connection with the completion of the Progressive Waste acquisition. In addition, our CEO’s employment agreement was amended to override the single trigger provision in Old Waste Connections’ equity incentive award agreements, which were assumed by New Waste Connections on June 1, 2016 in connection with the completion of the Progressive Waste acquisition, so unvested equity held by him is subject to the same double-trigger change in control provisions as the rest of his compensation.

In early 2017, the Compensation Committee implemented additional changes to our compensation program related to the equity awards issued in 2017, the first full year following the Progressive Waste acquisition, including:

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Actions Relatedprogram; and For 2019, increasing the percentage of each executive’s and other corporate officer’s long-term performance-based equity compensation (relative to annual performance-based RSU awards) so that PSUs now constitute at least 50% of total equity compensation. For a detailed discussion of the Company’s equity-based compensation program, see “Long-Term Incentives: Equity-Based Compensation - Compesation Discussion and Analysis.” In late 2017, the Compensation Committee engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”) to review our CEO’s compensation package in light of: (i) the Company’s increased size and complexity following the Progressive Waste Acquisition

In connection withacquisition; (ii) the Progressive Waste acquisitionCompany’s superior TSR performance; and (iii) the Company’s targeted total direct compensation for the CEO, in aggregate, being 35%, or $2.35 million, below the 50th percentile when compared to the Comparator Group. As a result of this review and as disclosed in Old Waste Connections’ April 25, 2016last year’s management information circular and proxy statement, Old Waste Connections’ board of directors, with input from its independent compensation consultant and other advisors, determined to pursue the following compensation actions which are discussed further below: (i) reducing the value of annual equity awards granted in 2016; (ii) accelerating the vesting of outstanding PSUs at target performance level, other than those held by Mr. Mittelstaedt, the then-CEO of Old Waste Connections and the Company’s current CEO, and Mr. Bouck, the then-President of Old Waste Connections and the Company’s current President, whose PSUs were terminated; and (iii) reimbursing Old Waste Connections’ executive officers, including its then NEOs and the Company’s current NEOs, for the excise tax and the resulting income taxes on non-vested stock compensation. These items were supported by proxy advisory firm ISS and approximately 85% of Old Waste Connections’ stockholders in the vote held on compensatory arrangements in connection with the stockholder meeting of Old Waste Connections held on May 26, 2016, to approve the Progressive Waste acquisition.

In addition,February 13, 2018, the Compensation Committee approved entering into a second amendment (the “Second Amendment”) to Mr. Mittelstaedt’s Separation Benefits Plan and Employment Agreement, dated February 13, 2012, as amended by that certain Amendment to Separation Benefits Plan and Employment Agreement, dated December 17, 2015 (the “CEO Separation Benefits Plan”). Pursuant to the terms of the Second Amendment, Mr. Mittelstaedt’s initial term of employment was extended until February 13, 2023. During that period, he will continue to serve as the Chairman of the Company’s Board of Directors and the Chief Executive Officer of the Company or, at his election, in the role of Executive Chairman of the Company’s Board of Directors. The Second Amendment provided for a grant to Mr. Mittelstaedt of a retention equity award having a grant date value of $9 million, subject to a three-year vesting schedule and a claw back provision if he voluntarily terminates his employment without Good Reason (as defined in the CEO Separation Benefits Plan) prior to February 13, 2023. Given the claw back provision and the desire to otherwise maintain the CEO’s existing compensation program, the Compensation Committee views the $9 million retention equity award as additional compensation to the CEO spread over a five-year period, offsetting a majority of the current shortfall in the CEO’s targeted total direct compensation against the 50th percentile of the Comparator Group. The Compensation Committee believes the equity award both further aligns the CEO’s compensation with input from its independent compensation consultant, adopted the Synergy Bonus Program in July 2016 to provideshareholder interests and provides an additional cash incentive payment to our key employees, includingretain the NEOs,services of a CEO under whose leadership the Company has generated superior long-term shareholder returns. For 2018, the Compensation Committee maintained Mr. Mittelstaedt’s targeted total direct compensation similar to prior years and, for the extent expense reduction and cash flow savings goals were achieved in 2016 resulting from the Progressive Waste acquisition.fourth consecutive year, did not increase his base salary. 26 WASTE CONNECTIONS, INC. | 2019 PROXY STATEMENT

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CEO Pay-at-a-Glance

The compensation of our CEO is based on the same design elements and performance metrics that are applicable to theour other executive officers.NEOs. The following graph shows the relationship of our CEO’s TDC compared to our cumulative shareholder return indexed over the last five fiscal years. As illustrated below, we

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delivered total shareholder return of 149.8%167.1% over this period while the Compensation Committee’s decisions and changes to our executive compensation program keptincreased the TDC of our CEO relatively flat, excluding95%, assuming the impactinitial value of thesuch grant, as previously discussed, compensation actions relatedis spread over a five-year period. $15,000 $300 $13,500 $12,000 $250 $10,500 $200 $9,000 $7,500 $150 $6,000 $4,500 $100 $3,000 $50 CEO Total Direct Compensation ( $ 000) $1,500 Total Shareholder Return (Indexed to the Progressive Waste acquisition. When including the one-time acquisition-related payment under the Synergy Bonus Program,$ 100) $0 $0 2013 2014 2015 2016 2017 2018 Annualized Value of Retention Grant Total Value of Retention Grant WCN TSR On a year-over-year basis, the TDC of our CEO as reported, increased approximately 32.0% over152.5% in 2018 due to the period.

On a year-over-year basis, excluding the previously discussed acquisition-related items, the TDC of Old Waste Connections’ CEO, who is our current CEO, increased 5.6% in 2016 as a higher payout under the annual incentive program was partially offset by a reduction in the annual$9 million equity awardgrant resulting from the elimination of the PSU component in anticipation of the Progressive Waste acquisition.Second Amendment discussed above. In 2016,2018, the Company exceeded its financial performance targets, resulting in an overall paymentachievement of 103.7%102.4% of the target opportunity for that fiscal year. In 2015, belowyear, as compared to 105.0% of the target performance resulting fromopportunity in 2017. This year-over-year reduction in overall achievement resulted in a 35.8% decrease in annual cash incentive payment. Excluding the declineimpact of the Second Amendment executed in higher margin E&P waste activity related to the precipitous drop in crude oil prices drove the year-over-year decline in2018, our CEO’s TDC.

As describedTDC in 2018 decreased 14.0% over the section “Compensation Discussion and Analysis — Role of Independent Compensation Consultant; Comparison Group Compensation Data”, a review by the Compensation Committee’s independent compensation consultant concluded that, in aggregate, the Company’s targeted total direct compensation for the NEOs, excluding merger related compensation, is above the market 25^th percentile and below the market 50^th percentile of market median, with the CEO at the 25^th percentile. It was also noted that the Company’s annualized TSR was above the 75 ^th percentile for most measurement periods between one and ten years when compared to the Post-Acquisition Comparator Group.

“Say on Pay” Proposal

The Company provides its shareholders with an opportunity to cast an annual advisory vote with respect to its NEO compensation as disclosed in the Company’s annual proxy statement, or “Say on Pay” proposal (“Say on Pay”). The Company’s current Compensation Committee takes into account shareholder and other stakeholder feedback along with the results of Say on Pay votes in prior years held by Old Waste Connections in making compensation decision and program changes. In light of observations expressed by a proxy advisory firm and based upon our management’s engagement with shareholders, the Compensation Committee, as discussed above, has adopted several changes to the compensation program based upon practices of Old Waste Connections and the results of prior Say on Pay votes, and in early 2017, implemented further changes given the expanded scope of the Company’s business resulting from the Progressive Waste acquisition.

year. Our Compensation Philosophy and Objectives

The 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 Compensation Committee believes that compensation paid to NEOs should closely align with our performance on both a short-term and long-term

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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 provide 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 judgment of the Compensation Committee members.Committee’s judgment. WASTE CONNECTIONS, INC. | 2019 PROXY STATEMENT 27

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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 to 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-management 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 all executivethe NEOs and other corporate officers, other than himself. 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 it in carrying out its duties. The Compensation Committee holds executive sessions not attended by any members of management or non-independent directors.

The Compensation Committee meets in the first quarter of each fiscal year to review and approve:

In determining the base salary, performance-based compensation and long-term equity-based compensation levels for the NEOs, the Compensation Committee considers: (i) 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; (ii) a comparator group of companies, most of which are non-solidoperate outside the solid waste companies,industry, with comparable financial profiles; and (iii) its own judgment as to an appropriate level of compensation for a

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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. The Compensation Committee believes that achieving a +/- 10% range, over time, of median market levels ofComparator Group target TDC for our existing NEOs is appropriate given their extensive experience, knowledge and their impact on the long-term success of the Company.

For 2016,2018, the Compensation Committee of Old Waste Connections considered a tally sheet that included, for each NEO and other corporate officer, (including the NEOs), current base salary, salary paid in 2015,2017, bonus percentage, cash bonus paid in 2015,for 2017, RSUs and PSUs granted in 2015,2017, the dollar amount of 401(k) and Nonqualified Deferred Compensation Plan matches in 2015,2017, payments and reimbursements for various expenses that could be considered perquisites, the value of unvested RSUs and PSUs as of the end of the year. In determining the amount of compensation for the NEOs, the Company’s Compensation Committee does not take into account 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 NEOs 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, thus validating our compensation philosophy.

We provide Mr. Mittelstaedt with greater compensation and benefits than the other NEOs to reflect his importance and value to us as well as the greater level of responsibility and risk faced by him as our CEO and Board Chairman. Mr. Mittelstaedt’s compensation also differs as a direct result of the Compensation Committee’s review of the comparator compensation data, and reflects the competitive nature of compensation paid to chief executive officers of companies within the comparator group.Comparator Group. The Compensation Committee believes that Mr. Mittelstaedt’s competitive compensation package is important to reward, motivate and retain him as a highly valued chief executive whose leadership and strategic vision have helped create significant value for shareholders since the inception of Old Waste Connections.

Role of Independent Compensation Consultant; Comparison Group Compensation Data

The Compensation Committee periodically retains Pearl Meyer an internationally known compensation consulting firm, to provide it with 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,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 them,the firm, and reviews and approves all work invoices received for payment. Pearl Meyer has not performed any other service for Old Waste Connections or New Waste Connections following the completion of the Progressive Waste acquisition. 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.

The Compensation Committee periodically analyzes the compensation practices of a comparator groupComparator 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. Initial compensation decisions for 2016 were based on a 14-company comparator group approved by Old Waste Connections’ compensation committee in 2015. The Progressive Waste acquisition, which significantly increased the Company’s scale, geographic footprint and enterprise value relative to each of Old Waste Connections and Progressive Waste, required the Compensation Committee to reassess the Company’s comparator group.

As a result, New Waste Connections’ Compensation Committee independently retained Pearl Meyer in June 2016 to review the composition of the Company’s comparator group following the Progressive Waste acquisition (the “Post-Acquisition Comparator Group”). Criteria used for establishing the Post-Acquisition Comparator Group companies include (i) 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, (ii) companies incountry of domicile, including Canada and the United States, and (iii) industry, including companies in the environmental, facilities and diversified support services, transportation, oil and gas equipment and services,

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distribution and construction materials industries. Due to limited peers in Canada, the industry criteria was broader for Canadian companies. Relative28 WASTE CONNECTIONS, INC. | 2019 PROXY STATEMENT

After discussions with Pearl Meyer, the Post-AcquisitionCompensation Committee selected the following companies for the Comparator Group the Company’s pro forma revenue, EBITDA and free cash flow following the Progressive Waste acquisition and enterprise value as of September 30, 2016, is positioned at the 40^th percentile, 58^th percentile, 66^th percentile and 66^th percentile, respectively.

The revised criteria resulted in the following changes for Newacquisition: Agrium Fastenal Martin Marietta Materials United Rentals Canadian Pacific Railway HD Supply Holdings Potash Corporation Vulcan Materials Company Cenovus Energy Iron Mountain Republic Services Waste Connections’ comparator group:

Pre-Acquisition Comparator Group Companies (Old Waste Connections)		Deletions		Additions		Post-Acquisition Comparator Group Companies (New Waste Connections)
				Agrium		Agrium
				Canadian Pacific Railway		Canadian Pacific Railway
				Cenovus Energy		Cenovus Energy
Cintas						Cintas
Clean Harbors		Clean Harbors
Covanta		Covanta
Fastenal						Fastenal
				HD Supply Holdings		HD Supply Holdings
Iron Mountain						Iron Mountain
JB Hunt Transport Services						JB Hunt Transport Services
Martin Marietta Materials						Martin Marietta Materials
MSC Industrial Direct Co.		MSC Industrial Direct Co.
				Potash Corporation		Potash Corporation
Progressive Waste Solutions		Progressive Waste Solutions
Quanta Services		Quanta Services
				Republic Services		Republic Services
Rollins		Rollins
Stericycle						Stericycle
United Rentals						United Rentals
Vulcan Materials Company						Vulcan Materials Company
				Waste Management		Waste Management
				W.W. Grainger		W.W. Grainger

Management Cintas JB Hunt Transport Services Stericycle W.W. Grainger The Compensation Committee also independently retained Pearl Meyer in late 2017 to review the compensation of the Company’s NEOs against the Post-Acquisition Comparator Group. Relative to the Comparator Group, the Company’s trailing 12-month revenue, adjusted EBITDA, adjusted free cash flow and enterprise value as of September 30, 2017, was positioned at the 38th percentile, 63rd percentile, 50th percentile and 75th percentile, respectively. Based on its review of the Company’s compensation practices against the Comparator Group, Pearl Meyer concluded that, in aggregate, the Company’s targeted total direct compensation is abovewas aligned with the market 25^th percentile and below the market 50^thComparator Group’s 25th percentile. Pearl Meyer also noted that the Company’s annualized TSR was above the 75^th75th percentile for mostall measurement periods between one and ten years when compared to companies in the Post-Acquisition Comparator Group.

Elements of Compensation

The 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 Total Direct Compensationtotal direct compensation assuming target level payouts are achieved; this is consistent with market consensus data provided by Pearl Meyer.Meyer in 2017. In aggregate for the NEOs, base salaries and target total cash compensation (base salaries plus annual incentives) and Total Direct Compensation were each above the 25^th25th percentile of the levels of compensation among Comparator Group executives and below the median of the levels of compensation among Comparator Group executives.executives, and total direct compensation was aligned with the market 25th percentile. The Compensation Committee has complete discretion to determine compensation levels.

Base Salary. BASE SALARY Our compensation program includes base salaries to compensate executivethe NEOs and other corporate officers for services rendered each year. Base salaries provide a secure base of compensation that is not dependent on our

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performance and is an amount that recognizes the role and responsibility of each executiveNEO and other corporate officer, as well as such executive’sofficer’s experience, performance and contributions. We also believe this element is beneficial in attracting and retaining high-performing and experienced executivecorporate officers.

The Compensation Committee considers base salary increases for certain of our executiveNEOs and other corporate officers annually. Base salary decisions generally reflect the Committee’s consideration of our comparator groupComparator Group data and subjective factors including an executive officer’s experience and past performance. For 2016,2018, the Compensation Committee approved the following salary increasesbase salaries for our NEOs:

Name		2015 Base Salary (Old Waste Connections) ($)				2016 Base Salary(1) ($)				% Increase
Ronald J. Mittelstaedt			969,000				969,000				—
Worthing F. Jackman			512,500				525,313				2.5	%
Steven F. Bouck			622,000				637,550				2.5	%
Darrell W. Chambliss			467,400				479,100				2.5	%
Patrick J. Shea			370,000				379,250				2.5	%

2017 2018 % Base Salary Base Salary Increase/ Name ($) ($) Decrease Ronald J. Mittelstaedt 969,000 969,000 – Mary Anne Whitney 280,000 400,000 42.9% Worthing F. Jackman 575,000 660,000 14.8% Darrell W. Chambliss 500,000 515,000 3.0% Patrick J. Shea 405,000 420,000 3.7% Steven F. Bouck 660,000 50,000 -92.4% Ms. Whitney’s base salary was increased to $400,000 upon her promotion to Chief Financial Officer on July 1, 2018; this was the initial step of a multi-year approach to increase her targeted total direct compensation to within a +/- 10% range of the median market Comparator Group. Mr. Jackman’s base salary was increased to $660,000 upon his promotion to President on July 1, 2018, and Mr. Bouck’s base salary was decreased to $50,000. In determining 20172019 base salaries for our NEOs, the Compensation Committee for the third year in a row, did not increase Mr. Mittelstaedt’s base salary, but did increase other NEOincreased Messrs. Mittelstaedt, Chambliss and Shea’s base salaries between 3.5% and 9.5%2.5%, effective February 1, 2017, to align at a +/- 10% range of median market levels2019. Base salaries for the Post-Acquisition Comparator Group.Mr. Jackman and Ms. Whitney increased 5.0% and 10.0%, respectively, on February 1, 2019. Mr. Bouck’s base salary did not change for 2019. WASTE CONNECTIONS, INC. | 2019 PROXY STATEMENT 29

Annual Incentives.ANNUAL INCENTIVES: MANAGEMENT INCENTIVE COMPENSATION PROGRAM Our compensation program includes an annual cash incentive award to reward executiveNEOs 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 our 2016 Incentive Award Plan (the “2016 Plan”), a summary of which is attached as Appendix B, each participant has an opportunity to earn an annual incentive based on a targeted percentage of the participant’s annual base salary for the year. The objective of the annual incentive is to provide participants an incentive to manage the Company to achieve financial performance targets based on budgeted revenue. See “Management Incentive Compensation Program” section below for further discussionUnder the MICP, the NEOs (excluding Mr. Bouck) and other corporate officers of the NEOs’Company are eligible to receive annual incentives. In 2018, each NEO had the opportunity to earn up to 200% of such person’s target annual incentive based on our achievement of certain targeted levels of financial performance established by the Compensation Committee and (other than with respect to Mr. Mittelstaedt) based on the recommendations of the CEO. The Compensation Committee adopted the performance targets for the fiscal year in February 2018. Our performance was compared to target levels of: (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: Original 2018 2018 2018 Targeted Budget Factor Performance Goal Weight EBITDA $ 1,552.4M 96.5% $ 1,498.0M 20% EBIT $ 886.8M 96.5% $ 855.8M 20% EBIT Margin 18.6% N/A 18.0% 30% CFFO Margin 27.3% 97.5% 26.6% 30% The Compensation Committee establishes targeted performance goals at levels intended to be difficult but attainable. For example in 2015, 2016 and 2017, the Company achieved a weighted-average of 99.9%, 103.7% and 105.3%, respectively, of targeted performance goals. Although the average achievement for the three years ending 2017 was approximately 103.0%, as discussed earlier based on its review of the Company’s compensation practices against the Comparator Group, Pearl Meyer concluded in its 2017 review that, in aggregate, the Company’s targeted total direct compensation was aligned with the Comparator Group’s 25th percentile, while the Company’s annualized TSR was above the 75th percentile for all measurement periods between one and ten years when compared to companies in the Comparator Group. 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. For 2018, the target annual incentives as a percentage of salary for the NEOs, other than Mr. Bouck who is no longer eligible to receive an annual incentive payment, were as follows: Target Incentive Name (as a % of Base Salary) Ronald J. Mittelstaedt 115% Mary Anne Whitney 50% Worthing F. Jackman 80% Darrell W. Chambliss 75% Patrick J. Shea 50% 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: % Target Target % Achievement Multiplier 105% or Higher 200% 104% 180% 103% 160% 102% 140% 101% 120% 30 WASTE CONNECTIONS, INC. | 2019 PROXY STATEMENT

Equity-Based% Target Target % Achievement Multiplier 100% 100% 99% 80% 98% 60% 97% 40% 96% 20% 95% 0% 2018 Adjusted Target Goals and Results In February 2019, the Compensation. Committee adjusted the targets and results for 2018 primarily to reflect the impact of acquisition-related items and loss on disposal of assets. Adjustments are 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 Payments under this program are contingent on continued employment at the time of payout, subject to the terms of any applicable employment agreements. similar regulatory authorities in Canada. Based on the calculations, the Company achieved a weighted-average of 102.4% of our NEOs’ targeted performance goals in 2018. Adjusted targeted performance goals and results and the corresponding target achievement percentages for 2018 were as follows: Actual Adjusted Actual Results as % Target Target(1) Results(1) of Target Weighting Achievement EBITDA $ 1,547.3M $ 1,566.4M 101.2% 20% 20.2% EBIT $ 881.8M $ 872.9M 99.0% 20% 19.8% EBIT Margin 17.8% 17.8% 99.4% 30% 29.8% CFFO Margin 26.6% 26.6% 108.4% 30% 32.5% OVERALL ACHIEVEMENT 102.4% (1) The Compensation Committee adjusted the targets and results for 2018 to reflect the impact of certain acquisition-related items and loss on disposal of assets. Annual incentives earned for each participant were calculated pursuant to the interpolated sliding scale shown above. For 2018, 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. For Messrs. Mittelstaedt, Jackman and Chambliss, the Compensation Committee exercised its discretion to decrease their incentives paid as a percentage of incentives earned in order to reduce the outsized influence one performance metric, CFFO Margin, had on overall achievement. Earned Incentive % Paid Incentive % of Eligible Base of Eligible Base Incentive Paid as Name Salary(1) Salary(1) % Earned Ronald J. Mittelstaedt 170.2% 144.0% 84.6% Mary Anne Whitney 74.0% 68.2% 92.1% Worthing F. Jackman 118.4% 98.1% 82.9% Darrell W. Chambliss 111.0% 97.1% 87.5% Patrick J. Shea 74.0% 71.4% 96.5% (1) Calculated based on the NEOs base salary in effect on February 1, 2019. Further disclosure regarding the actual annual incentive amounts earned by the NEOs for 2018 under the MICP are located in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. 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 2018 annual incentives paid pursuant to the MICP were paid in cash. On February 12, 2019, the Compensation Committee certified the 2018 results for the MICP and the one-year RSU performance hurdle described below, and approved our 2019 MICP under the 2016 Plan. WASTE CONNECTIONS, INC. | 2019 PROXY STATEMENT 31

LONG-TERM INCENTIVES: EQUITY-BASED COMPENSATION 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 executiveNEOs 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.

Since 2007, Old Waste Connections’ compensation committee, Each year, the Compensation Committee, after consultation with the CEO, assesses our performance and the Company’s Compensation Committee following the completionperformance of each of the Progressive Waste acquisitionNEOs and other corporate officers during the most recently completed fiscal year. Based on June 1,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 has only granted restricted share units, or RSUs (with or without specific performance criteria), to our NEOs; no share options have been granted to our NEOs since 2006.Plan. 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 executiveNEOs 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. There are no ordinary dividends paid on outstanding RSUs during the vesting period, and RSUs do not carry voting rights.

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Beginning within 2015, grants of RSUs made in 2015 to our NEOs and other executivecorporate officers Old Waste Connections’ compensation committee implemented, and our current Compensation Committee adopted following completion of the Progressive Waste acquisition,include a one-year performance hurdle based upon achievement of a target amount of free cash flow as a percentage of revenue, or FCF margin, for the fiscal year in which the grant is made. Old Waste Connections’ compensation committee selectedThe Compensation Committee continues to believe this metric because it believed it is a key driver of value creation, and the Company’s current Compensation Committee shares this belief.creation. Only if we satisfy this performance target for the year in which the grant is made will such grants then continue to vest over a multi-year time-based schedule. Our NEOs’ 20162018 annual RSU awards were granted by Old Waste Connections on February 11, 2016, and assumed by New Waste Connections on June 1, 2016, following the completion of the Progressive Waste acquisition.

20, 2018. In 2014, the Compensation Committee introduced performance-based restricted share units, or PSUs, which are awards withsubject to three-year performance hurdles to further enhance the link between executive compensation and our 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 such that 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

As previously noted, no PSUs were awarded by Old Waste Connections in 2016 due to the pending acquisition of Progressive Waste. The Compensation Committee did not adjust the level of the RSUs upward to account for the lack of issuance of PSUs in 2016.

grant. For the annual award in February 2017,2018, the amount of PSUs at target as a percentage of the total long-term incentives awarded to each participant were increased from the prior mix of 20% tocomprised 35% of the total annual long-term incentives awarded. For the 2017-20192018-2020 performance period, each participant may earn between 25% and 200% of the target number of PSUs based on achievement of two metrics,metrics: a return on invested capital, or ROIC, improvement goal and a free cash flow per share growth goal, each weighted 50%. In addition, a relative performance metric has been included in these awards. 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 50^th and 75^th percentile, and 125% of the achieved amount is above the 75^th percentile. The Compensation Committee selected these metrics because it believes they are critical drivers of sustained value creation over the longer term and align with the interests of shareholders.

The table below shows the required achievement of ROIC improvement and free cash flow per share growth performance measures and the corresponding potential payouts under our PSUs granted in 2018. 3-Year ROIC 3-Year Free Cash Improvement Flow/Share CAGR Threshold (50% payout) 125 basis points 8.0% Target (100% payout) 150 basis points 10.0% Maximum (200% payout) 200 basis points 12.5% In addition, a relative performance metric affects the number of PSU awards earned. 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 dividendpayment 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.

See “Equity-Based Compensation” section below for further discussion of the NEOs’ equity-based compensation.

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Management Incentive Compensation Program

Under the MICP, executive officers of the Company, including NEOs, are eligible to receive annual incentives. In 2016, each participant had the opportunity to earn up to 200% (Messrs. Mittelstaedt, Jackman, Bouck and Chambliss) or 150% (Mr. Shea) of such person’s target annual incentive based on our achievement of certain targeted levels of financial performance established by the Compensation Committee and (other than with respect to Mr. Mittelstaedt) based on the recommendations of the CEO.

Old Waste Connections’ compensation committee adopted the performance targets for the fiscal year in March 2016. Our performance was compared to target levels of: (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 operating budget adopted by the Old Waste Connections 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:

		Original 2016 Budget				2016 Factor				2016 Targeted Performance Goal				Weight
EBITDA		$	760.2M				96.5%			$	733.6M				20%
EBIT		$	473.0M				96.5%			$	456.4M				20%
EBIT Margin			21.2%				N/A				20.4%				30%
CFFO Margin			26.0%				97.5%				25.4%				30%

The Compensation Committee establishes targeted performance goals at levels intended to be difficult but attainable. For example in 2013, 2014 and 2015, Old Waste Connections achieved a weighted-average of 99.2%, 103.5%, and 99.9%, respectively, of targeted performance goals.

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, by adjusting for any gains or losses on disposal of assets, and determines EBITDA by adding depreciation and amortization to operating income. 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.

For 2016, the target annual incentives as a percentage of salary for NEOs of New Waste Connections remained unchanged from such NEOs of Old Waste Connections from prior years, as follows:

32 WASTE CONNECTIONS, INC. | 2019 PROXY STATEMENT

Name		Target Incentive (as a % of Base Salary)
Ronald J. Mittelstaedt			115	%
Worthing F. Jackman			75	%
Steven F. Bouck			75	%
Darrell W. Chambliss			75	%
Patrick J. Shea			50	%

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Old Waste Connections’ cumulative performance relative to target is calculated as a weighted average and treated as a multiplier, and was adopted by the Company on June 1, 2016, in connection with the completion of the Progressive Waste acquisition. 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% or 150% 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:

% Target Achievement		Target % Multiplier				Bonus as % of Base Salary								Target % Multiplier				Bonus as % of Base Salary
						CEO				President, CFO and COO								SVP
105% or Higher			200	%			230	%			150	%			150	%			66	%
104%			180	%			207	%			135	%			140	%			63	%
103%			160	%			184	%			120	%			130	%			60	%
102%			140	%			161	%			105	%			120	%			57	%
101%			120	%			138	%			90	%			110	%			53	%
100%			100	%			115	%			75	%			100	%			50	%
99%			80	%			92	%			60	%			90	%			47	%
98%			60	%			69	%			45	%			80	%			44	%
97%			40	%			46	%			30	%			70	%			40	%
96%			20	%			23	%			15	%			60	%			37	%
95%			0	%			0	%			0	%			50	%			34	%