Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant To Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 13, 2022

Waste Connections, Inc.

(Exact name of registrant as specified in its charter)

Ontario, Canada

1-34370

98-1202763

(State or other jurisdiction of

Incorporation)

(Commission File Number)

(I.R.S. Employer Identification

No.)

6220 Hwy 7, Suite 600

Woodbridge

Ontario L4H 4G3

Canada

(Address of principal executive offices)

Registrant’s telephone number, including area code: (905) 532-7510

Not Applicable

(Former name or address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares, no par value

WCN

New York Stock Exchange

Toronto Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.07. Submission of Matters to a Vote of Security Holders.

Waste Connections, Inc. (the “Company”) held its 2022 annual meeting of shareholders on May 13, 2022 (the “Meeting”).

The Company’s shareholders (the “Shareholders”) elected each of the eight nominees for director by the votes indicated below:

Nominee for Director:	Total Votes For:		Total Votes Withheld:		Total Broker Non-Votes:
Ronald J. Mittelstaedt		189,800,659		8,507,193		7,628,288
Edward E. “Ned” Guillet		165,501,884		32,805,967		7,628,289
Michael W. Harlan		169,129,759		29,178,093		7,628,288
Larry S. Hughes		198,085,294		222,557		7,628,289
Worthing F. Jackman		194,708,932		3,598,919		7,628,289
Elise L. Jordan		189,994,683		8,313,169		7,628,288
Susan “Sue” Lee		189,989,130		8,318,721		7,628,289
William J. Razzouk		178,925,366		19,382,485		7,628,289

The Shareholders approved on a non-binding, advisory basis the compensation of the Company’s named executive officers as disclosed in the Company’s management information circular and proxy statement in respect of the Meeting (“say on pay”), by the votes indicated below:

Total Votes For:			193,417,357
Total Votes Against:			3,932,014
Total Votes Withheld:			958,476
Total Broker Non-Votes:			7,628,293

The Shareholders approved the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm until the close of the Company’s 2023 annual meeting of shareholders and authorized the Company’s Board of Directors to fix the auditor’s remuneration by the votes indicated below:

Total Votes For:			205,867,996
Total Votes Withheld:			68,143
Total Broker Non-Votes:			1

Item 8.01 Other Events.

On May 13, 2022, the Company issued a press release announcing that the Shareholders had elected as the Company’s directors each of the nominees listed above under Item 5.07 at the Meeting. The press release announcing the election of the directors and related matters is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit.

	99.1	Press Release, dated May 13, 2022, issued by Waste Connections, Inc.

	104	The cover page of Waste Connections, Inc. on Current Report on Form 8-K formatted in Inline XBRL.

SIGNATURES

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