ADSW Advanced Disposal Services Inc

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

NOTICE IS HEREBY GIVEN that a Special Meeting (which we refer to as the “ Special Meeting ”) of the stockholders of Advanced Disposal Services, Inc. (which we refer to as “ Advanced Disposal ,” “ we ,” “ us ,” “ our ,” and the “ Company ”), is to be held on June 28, 2019 at Crosswater Hall at Nocatee Welcome Center located at 245 Nocatee Center Way, Ponte Vedra, FL 32081 beginning at 10:00 a.m. Eastern Time, to consider and vote upon the following proposals:

1.

to adopt the Agreement and Plan of Merger, dated as of April 14, 2019, as may be amended from time to time (which we refer to as the “ merger agreement ”), by and among Advanced Disposal, Waste Management, Inc. (which we refer to as “ Waste Management ”) and Everglades Merger Sub Inc. (which we refer to as “ Merger Sub ”), pursuant to which Merger Sub will merge with and into Advanced Disposal (which we refer to as the “ merger ”), and Advanced Disposal will continue as the surviving company and an indirect, wholly-owned subsidiary of Waste Management;



2.

to approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to Advanced Disposal’s named executive officers in connection with the merger and contemplated by the merger agreement (which we refer to as the “ compensation advisory proposal ”); and



3.

to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the merger agreement (which we refer to as the “ adjournment proposal ”).

Your vote is very important, regardless of the number of shares that you own. We cannot consummate the merger unless the proposal to adopt the merger agreement is approved by the affirmative vote of the holders of a majority of the shares of Advanced Disposal common stock, par value $0.01 per share (which we refer to as the “ Advanced Disposal common stock ”) issued and outstanding at the close of business on the record date and entitled to vote thereon.

Even if you plan to attend the Special Meeting in person, we request that you complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or submit your proxy or voting instructions by telephone or the Internet prior to the Special Meeting to ensure that your shares of Advanced Disposal common stock will be represented and voted at the Special Meeting if you are unable to attend.

For Advanced Disposal to consummate the merger, stockholders holding a majority of the shares of Advanced Disposal common stock issued and outstanding at the close of business on the record date and entitled to vote thereon must vote “ FOR ” the proposal to adopt the merger agreement. Failure to submit a signed proxy card, grant a proxy by phone or the Internet or to vote in person by ballot at the Special Meeting or an abstention from voting will have the same effect as a vote “ AGAINST ” the proposal to adopt the merger agreement. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise and will have the same effect as a vote “ AGAINST ” the proposal to adopt the merger agreement.

The approval of the compensation advisory proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Advanced Disposal common stock that are present in

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person or represented by proxy at the Special Meeting and entitled to vote thereon, so long as a quorum is present, to vote “ FOR ” the compensation advisory proposal. An abstention from voting will have the same effect as a vote “ AGAINST ” the compensation advisory proposal. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise but will have no effect on the compensation advisory proposal, so long as a quorum is otherwise present.

The affirmative vote of the holders of a majority of the issued and outstanding shares of Advanced Disposal common stock that are present in person or represented by proxy at the Special Meeting and entitled to vote thereon, whether or not a quorum is present, is required to approve the adjournment proposal. An abstention from voting will have the same effect as a vote “ AGAINST ” the adjournment proposal. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise but will have no effect on the adjournment proposal.

Only stockholders of record as of the close of business on May 22, 2019 are entitled to notice of the Special Meeting and to vote at the Special Meeting or at any adjournment or postponement thereof. As required by our amended and restated bylaws, a list of stockholders entitled to vote at the Special Meeting will be available in our corporate offices located at 90 Fort Wade Road, Ponte Vedra, FL 32081 during regular business hours for a period of at least ten (10) days before the Special Meeting and at the place of the Special Meeting during the meeting.

The enclosed proxy statement provides detailed information about the Special Meeting, the merger agreement and the merger. A copy of the merger agreement is attached as Annex A to the proxy statement. The proxy statement also describes the actions and determinations of the Board in connection with its evaluation of the merger agreement and the merger. We encourage you to read the proxy statement and its annexes, including the merger agreement, carefully and in their entirety. You may also obtain more information about Advanced Disposal from documents we file with the U.S. Securities and Exchange Commission from time to time. If you have any questions concerning the merger, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of Advanced Disposal common stock, please contact our proxy solicitor:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders may call toll-free: +1 (888) 750-5834
Banks and brokers may call collect: +1 (212) 750-5833

Stockholders who do not vote “ FOR ” the proposal to adopt the merger agreement will have the right to seek appraisal for the fair value of their shares of Advanced Disposal common stock if they deliver a demand for appraisal before the vote is taken on the merger agreement and comply with all applicable requirements under Delaware law, which are summarized herein and reproduced in their entirety in Annex D to the proxy statement.

The Advanced Disposal Board of Directors unanimously recommends that you vote (1) “FOR” the proposal to adopt the merger agreement, (2) “FOR” the compensation advisory proposal and (3) “FOR” the adjournment proposal.

By Order of the Board of Directors,

Michael K. Slattery
Corporate Secretary

Ponte Vedra, Florida
May 23, 2019

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YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) BY TELEPHONE, (2) THROUGH THE INTERNET OR (3) BY MARKING, SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before the Special Meeting. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction card furnished to you by such broker, bank or other nominee, which is considered the stockholder of record, in order to vote. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares in your account. Your broker, bank or other nominee cannot vote on any of the proposals, including the proposal to adopt the merger agreement, without your instructions.

If you fail to return your proxy card, to grant your proxy electronically over the Internet or by telephone, or to vote by ballot in person at the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If you are a stockholder of record, voting in person by ballot at the Special Meeting will revoke any proxy that you previously submitted. If you hold your shares through a broker, bank or other nominee, you must obtain from the record holder a valid proxy issued in your name in order to vote in person at the Special Meeting.

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QUESTIONS AND ANSWERS

The following questions and answers are intended to address briefly some commonly asked questions regarding the Special Meeting, the merger agreement and the transactions. These questions and answers may not address all questions that may be important to you as an Advanced Disposal stockholder. Please refer to the section entitled “Summary” preceding this section and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to in this proxy statement, all of which you should read carefully.

Q:

Why am I receiving this proxy statement?

A:     On April 14, 2019, Advanced Disposal entered into the merger agreement providing for the merger of Merger Sub with and into Advanced Disposal, with Advanced Disposal surviving the merger as an indirect, wholly-owned subsidiary of Waste Management. You are receiving this proxy statement in connection with the solicitation of proxies by the Board “ FOR ” the proposal to adopt the merger agreement and to approve the other proposals to be voted on at the Special Meeting.

Q:

What is a proxy?

A:     A proxy is your legal designation of another person, referred to as a “proxy,” to vote your shares of Advanced Disposal common stock. The written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of Advanced Disposal common stock is called a “form of proxy” or “proxy card.” The Board has designated each of Richard Burke, Chairman and Chief Executive Officer, and Michael K. Slattery, Corporate Secretary, with full power of substitution, as proxy for the Special Meeting.

Q:

What is the proposed transaction?

A:     The proposed transaction is the acquisition of Advanced Disposal by Waste Management through the merger of Merger Sub with and into Advanced Disposal pursuant to the merger agreement. Following the effective time, Advanced Disposal will be privately held as an indirect, wholly-owned subsidiary of Waste Management, and you will no longer own shares of Advanced Disposal common stock and instead will have only the right to receive the merger consideration. Following the consummation of the merger, Advanced Disposal common stock will be de-listed from NYSE and de-registered under the Exchange Act; thus, Advanced Disposal will no longer be a public company.

Q:

What will I receive in the merger?

A:     If the merger is consummated, you will be entitled to receive $33.15 in cash for each share of Advanced Disposal common stock you own, without interest and less applicable withholding taxes. For example, if you own 100 shares of Advanced Disposal common stock, you will be entitled to receive $3,315.00 in cash, without interest and less applicable withholding taxes. After the effective time, you will no longer have any rights as an Advanced Disposal stockholder, other than the right to receive the merger consideration.

Q:

What is included in these materials?

A:     These materials include:

•

this proxy statement for the Special Meeting;

•

a proxy card or voting instruction form (enclosed with this proxy statement);

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a copy of the merger agreement (attached as Annex A to this proxy statement);

•

a copy of the voting agreement (attached as Annex B to this proxy statement);

•

the written opinion of UBS (attached as Annex C to this proxy statement); and

•

the full text of Section 262 of the DGCL (attached as Annex D to this proxy statement).

Q:

Where and when is the Special Meeting?

A:     The Special Meeting will take place on June 28, 2019 at Crosswater Hall at Nocatee Welcome Center located at 245 Nocatee Center Way, Ponte Vedra, FL 32081 beginning at 10:00 a.m. Eastern Time. To ensure that you will be represented, we encourage you to promptly vote by submitting the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. In certain circumstances, the Special Meeting could be adjourned to another time or place. All references in our proxy materials to Special Meeting include any adjournment or postponement of the Special Meeting.

Q:

How do I attend the Special Meeting?

A:     To attend the meeting, you will need to present valid photo identification, such as a driver’s license or passport, and proof of ownership of our common stock. If you are a beneficial owner of shares held in street name and wish to vote in person at the Special Meeting, you must obtain a “legal proxy” or broker’s proxy card from your broker, bank or other nominee. A “legal proxy” is a written document that will authorize you to vote your shares held in street name at the Special Meeting. If you are not a holder of record as of the close of business on the record date, you will be permitted to vote at the meeting only if you have a valid legal proxy from a holder of record as of the close of business on the record date.

Q:

What proposals will be voted on at the Special Meeting?

A:     There are three (3) proposals scheduled to be voted on at the Special Meeting:

•

to adopt the merger agreement;

•

to approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to Advanced Disposal’s named executive officers in connection with the merger and contemplated by the merger agreement (which we refer to as the compensation advisory proposal); and

•

to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the merger agreement (which we refer to as the adjournment proposal).

Q:

What is the Board’s voting recommendation?

A:     Upon consideration, the Board unanimously recommends that you vote your shares:

•

“ FOR ” the proposal to adopt the merger agreement;

•

“ FOR ” the compensation advisory proposal; and

•

“ FOR ” the adjournment proposal.

For a discussion of the factors that the Board considered in determining to approve the execution and delivery of the merger agreement by Advanced Disposal and to recommend the adoption of the merger agreement, please see the section entitled “ The Merger (Proposal 1)—Recommendation of the Board and

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Reasons for Recommendation ” beginning on page 41 of this proxy statement. In addition, in considering the recommendation of the Board with respect to the merger agreement, you should be aware that some of our directors and executive officers have interests that may be different from, or in addition to, the interests of Advanced Disposal stockholders generally. For a discussion of these interests, please see the section entitled “ The Merger (Proposal 1)—Interests of Advanced Disposal Directors and Executive Officers in the Merger ” beginning on page 55 of this proxy statement.

Q:

Who is entitled to vote at the Special Meeting?

A:     All shares of Advanced Disposal common stock owned by you as of the record date, which is the close of business on May 22, 2019, may be voted by you. You may cast one vote per share of Advanced Disposal common stock that you held on the record date. These shares include shares that are:

•

held directly in your name as the stockholder of record; and

•

held through a broker, bank or other nominee for you as the beneficial owner, including those shares over which a broker, bank or other nominees has granted you a “legal proxy” allowing you to vote those shares in person at the Special Meeting.

As of the close of business on the record date, there were 88,872,695 shares of Advanced Disposal common stock issued and outstanding, and entitled to vote at the Special Meeting. Each share of Advanced Disposal common stock issued and outstanding as of the close of business on the record date will be entitled to one vote on each matter submitted to a vote at the Special Meeting.

Q:

What is the difference between holding shares as a “stockholder of record” and as a “beneficial owner”?

A:     Our stockholders may hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held of record and those owned beneficially.

•

Stockholder of Record .     If your shares of Advanced Disposal common stock are registered directly in your name with Advanced Disposal’s transfer agent, EQ Shareowner Services, you are considered, with respect to those shares, the stockholder of record, and this proxy statement was sent directly to you by Advanced Disposal. As the stockholder of record, you have the right to vote in person at the Special Meeting, grant your voting proxy directly to certain officers of Advanced Disposal or to appoint a representative of your choosing to attend the Special Meeting and vote on your behalf by granting such person a “legal proxy.”

•

Beneficial Owner .     If your shares of Advanced Disposal common stock are held in an account at a broker, bank or other nominee, you are considered the beneficial owner of shares held in street name, and this proxy statement was forwarded to you by your broker, bank or other nominee, who is considered, with respect to those shares, to be the “stockholder of record.” As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares on your behalf at the Special Meeting, or you may contact your broker, bank or other nominee to obtain a “legal proxy” or broker’s proxy card to authorize you to vote your shares in person at the Special Meeting. However, because you are not the “stockholder of record,” you may not vote your shares in person at the Special Meeting, unless you request and obtain a valid proxy from your broker, bank or other nominee.

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Q:

What must I do if I want to attend the Special Meeting in person?

A:     Only individuals who were Advanced Disposal stockholders as of the close of business on the record date and their authorized representatives may attend the Special Meeting. Proof of ownership of Advanced Disposal common stock (which may be the appearance of such stockholder’s name on Advanced Disposal stockholder list as of the record date), along with valid photo identification (such as a driver’s license or passport), must be presented to be admitted to the Special Meeting. If you are a beneficial owner of shares held in street name and wish to vote in person at the Special Meeting, you must obtain a “legal proxy” or broker’s proxy card from your broker, bank or other nominee. A “legal proxy” is a written document that will authorize you to vote your shares held in street name at the Special Meeting. To ensure that you will be represented, even if you plan to attend the Special Meeting in person, we encourage you to promptly vote by submitting the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you attend the Special Meeting and vote in person by ballot, your vote will revoke any proxy that you have previously submitted. Please contact your broker, bank or other nominee for instructions regarding obtaining a “legal proxy.” No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the Special Meeting.

Q:

If I am a stockholder of record of shares of Advanced Disposal common stock, how do I vote?

A:     You do not need to physically attend the Special Meeting in person in order to vote your shares of Advanced Disposal common stock. If you are a stockholder of record, there are four (4) ways you can vote:

•

in person at the Special Meeting;

•

via the Internet, at the Internet address provided on the proxy card;

•

by telephone, by using the toll-free number listed on the proxy card; or

•

by mail, by completing, signing and dating the proxy card and returning it in the enclosed postage-paid envelope.

Q:

If I am a beneficial owner of shares of Advanced Disposal common stock held in street name, how do I vote?

A:     If you are a beneficial owner of shares of Advanced Disposal common stock held in street name, you will receive instructions from your broker, bank or other nominee as to how to vote your shares. You must follow the instructions of your broker, bank or other nominee in order for your shares to be voted. Telephone and Internet voting also will be offered to stockholders owning shares through certain brokers, banks and other nominees. If your shares are not registered in your own name but are held through your broker, bank or other nominee and you plan to vote your shares in person at the Special Meeting, you should contact your broker, bank or other nominee to obtain a “legal proxy” or broker’s proxy card and bring it to the Special Meeting in order to vote. Please note that if you hold your shares through a broker, bank or other nominee, such nominee cannot vote your shares unless you have given your nominee specific instructions as to how to vote. In order for your vote to be counted, please make sure that you submit your vote to your broker, bank or other nominee.

Q:

Will my shares of Advanced Disposal common stock held in street name or another form of record ownership be combined for voting purposes with shares I hold of record?

A:     No. Because any shares of Advanced Disposal common stock you may hold in street name will be deemed to be held by a different stockholder of record than any shares of Advanced Disposal common stock you hold of record, any shares of Advanced Disposal common stock held in street name will not be combined for voting purposes with shares of Advanced Disposal common stock you hold of record.

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Similarly, if you own shares of Advanced Disposal common stock in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and will need to sign and return, a separate proxy card or vote separately by telephone or Internet with respect to those shares of Advanced Disposal common stock because they are held in a different form of record ownership. Shares of Advanced Disposal common stock held by a corporation or business entity must be voted by an authorized officer of the entity. Shares of Advanced Disposal common stock held in an individual retirement account must be voted under the rules governing such account.

Q:

What is the quorum requirement for the Special Meeting?

A:     A quorum is necessary to hold a valid meeting of the Advanced Disposal stockholders. The holders of record of a majority of the shares entitled to vote, present in person or represented by proxy, at the close of business on the record date will constitute a quorum at the Special Meeting. If a quorum is not present at the Special Meeting, the Special Meeting may be adjourned or postponed from time to time until a quorum is obtained. Pursuant to the voting agreement, CPPIB has agreed to cause its shares of Advanced Disposal common stock to be counted at the Special Meeting for purposes of determining whether a quorum has been obtained.

If you submit a proxy but fail to provide voting instructions or abstain on any of the proposals listed on the proxy card, your shares will be counted for the purpose of determining whether a quorum is present at the Special Meeting.

If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, these shares will not be counted for purposes of determining whether a quorum is present for the transaction of business at the Special Meeting.

In the event that a quorum is not present at the Special Meeting, we expect to adjourn or postpone the Special Meeting until we solicit enough proxies to obtain a quorum.

Q:

What happens if I do not give specific voting instructions?

A:      Stockholder of Record .     If you are a stockholder of record and you submit a signed proxy card or submit your proxy by telephone or the Internet, but do not specify how you want to vote your shares on a particular proposal, then the proxy holders will vote your shares in accordance with the recommendations of the Board on all matters presented in this proxy statement. Thus, your shares of Advanced Disposal common stock will be voted:

•

“ FOR ” the proposal to adopt the merger agreement;

•

“ FOR ” the compensation advisory proposal; and

•

“ FOR ” the adjournment proposal.

Beneficial Owner .     If you are a beneficial owner of shares held in street name, under applicable stock exchange rules the broker, bank or other nominee that holds your shares may generally vote on routine proposals but cannot vote without instructions on non-routine matters unless they have discretionary authority. None of the proposals to be voted on at the Special Meeting are considered routine proposals. As a result, if the broker, bank or other nominee that holds your shares does not receive instructions from you on how to vote your shares, a “broker non-vote” will occur. Therefore, we urge you to give voting instructions to your broker. Shares represented by such “broker non-votes” will not be counted as present in person or represented by proxy in determining whether there is a quorum. A “broker non-vote” will have the same effect as a vote “ AGAINST ” the proposal to adopt the merger agreement. Your abstention will have no effect on the compensation advisory proposal or the adjournment proposal.

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Q:

What is the voting requirement to approve the proposal to adopt the merger agreement?

A:     Adoption of the merger agreement requires stockholders holding a majority of the shares of Advanced Disposal common stock issued and outstanding at the close of business on the record date and entitled to vote thereon to vote “ FOR ” the proposal to adopt the merger agreement. A failure to vote your shares of Advanced Disposal common stock or an abstention from voting on this proposal will have the same effect as a vote “ AGAINST ” the proposal to adopt the merger agreement. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise and will have the same effect as a vote “ AGAINST ” the proposal to adopt the merger agreement.

Q:

What is the voting requirement to approve the compensation advisory proposal?

A:     The approval of the compensation advisory proposal requires stockholders holding a majority of the issued and outstanding shares of Advanced Disposal common stock which are present in person or represented by proxy at the Special Meeting and entitled to vote thereon, so long as a quorum is present, to vote “ FOR ” the compensation advisory proposal. An abstention from voting on the compensation advisory proposal will have the same effect as a vote “ AGAINST ” the compensation advisory proposal. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise but, so long as a quorum is otherwise present at the Special Meeting, will have no effect on the compensation advisory proposal. Because the vote to approve the compensation advisory proposal is only advisory in nature, it will not be binding on Advanced Disposal, Waste Management or the surviving company. Accordingly, if the merger agreement is adopted by Advanced Disposal stockholders and the merger is completed, the merger-related compensation may be paid to Advanced Disposal’s named executive officers even if stockholders fail to approve the compensation advisory proposal, so long as quorum is otherwise present.

Q:

What is the voting requirement to approve the adjournment proposal?

A:     The approval of the adjournment proposal requires stockholders holding a majority of the issued and outstanding shares of Advanced Disposal common stock, present in person or represented by proxy at the Special Meeting and entitled to vote thereon, whether or not a quorum is present, to vote “ FOR ” the adjournment proposal. An abstention from voting on the adjournment proposal will have the same effect as a vote “ AGAINST ” the adjournment proposal. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise but will have no effect on the adjournment proposal.

Q:

How do Advanced Disposal directors and executive officers intend to vote?

A:     We currently expect that Advanced Disposal directors and executive officers will vote their shares of Advanced Disposal common stock “ FOR ” the proposal to adopt the merger agreement and the other proposals to be considered at the Special Meeting, although they have no obligation to do so.

The directors and executive officers of Advanced Disposal have interests in the merger that may be different from, or in addition to, the interests of Advanced Disposal stockholders generally. These interests are described in more detail in the section entitled “ The Merger (Proposal 1)—Interests of Advanced Disposal Directors and Executive Officers in the Merger ” beginning on page 55 of this proxy statement.

Q:

Have any stockholders already agreed to vote “FOR” the adoption of the merger agreement?

A:     Yes. CPPIB, which beneficially owned approximately 18.6% of the issued and outstanding shares of Advanced Disposal common stock as of the close of business on the record date, entered into the voting

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agreement with Waste Management to vote the Advanced Disposal common stock beneficially owned by it as of the close of business on the record date for the adoption of the merger agreement, subject to the terms and conditions of the voting agreement. The voting agreement is described in more detail in the section entitled “ The Voting Agreement ” beginning on page 90 of this proxy statement.

Q:

What effects will the merger have on Advanced Disposal and the Advanced Disposal common stock?

A:     Advanced Disposal common stock is currently registered under the Exchange Act, and is listed on NYSE under the symbol “ADSW.” At the effective time, Merger Sub will merge with and into Advanced Disposal, with Advanced Disposal continuing as the surviving company and as an indirect, wholly-owned subsidiary of Waste Management. As a result of the merger, Advanced Disposal will cease to be a publicly traded company. Following the consummation of the merger, Advanced Disposal common stock will be de-listed from NYSE and de-registered under the Exchange Act.

Q:

What effects will the merger have on Advanced Disposal equity awards?

A:     At the effective time, each Advanced Disposal stock option that is outstanding immediately prior to the effective time and that has an exercise price per share that is less than $33.15, whether or not vested, will become fully vested and will be cancelled and thereafter entitle the holder to receive, promptly after the effective time, a cash payment (without interest and subject to all applicable tax withholding requirements) equal to the product of (i) the excess of $33.15 over the per-share exercise price of such Advanced Disposal stock option and (ii) the number of shares issuable upon exercise of such Advanced Disposal stock option. Each Advanced Disposal stock option with an exercise price equal to or greater than $33.15 will be cancelled as of the effective time without payment of any consideration and will have no further force or effect.

At the effective time, each performance share unit award that is outstanding immediately prior to the effective time will become fully vested and will be cancelled and thereafter entitle the holder to receive, promptly after the effective time, a cash payment (without interest and subject to all applicable tax withholding requirements) equal to the product of (i) the number of shares equal to the greater of (x) the target number of shares with respect to such performance share unit award and (y) the number of shares that would be considered earned under the terms of such performance share unit award based on the most recent fiscal year-end results multiplied by (ii) $33.15.

At the effective time, each restricted share unit award that is outstanding immediately prior to the effective time will become fully vested and will be cancelled and thereafter entitle the holder to receive, promptly after the effective time, a cash payment (without interest and subject to all applicable tax withholding requirements) equal to the product of (i) the number of shares subject to such restricted share unit award and (ii) $33.15.

Further, at the effective time, each restricted share award that is outstanding immediately prior to the effective time will become fully vested and will be cancelled and thereafter entitle the holder to receive, promptly after the effective time, a cash payment (without interest and subject to all applicable tax withholding requirements) equal to the product of (i) the number of shares subject to such restricted share award and (ii) $33.15.

Q:

When is the merger expected to be completed?

A:     Together with Waste Management, we are working toward completing the merger as quickly as possible after the date of the Special Meeting, and currently expect to consummate the merger by the first quarter of 2020. We cannot be certain when or if the conditions to the merger will be satisfied (or, to the extent permitted, waived). The merger cannot be completed until the conditions to closing are satisfied (or,

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to the extent permitted, waived), including the adoption of the merger agreement by Advanced Disposal stockholders.

Q:

What happens if the merger is not completed?

A:     If the merger agreement is not adopted by Advanced Disposal stockholders, or if the merger is not completed for any other reason, the Advanced Disposal stockholders will not receive any payment for their shares of Advanced Disposal common stock in connection with the merger. Except in certain circumstances where Advanced Disposal has entered into an alternative transaction to the merger, Advanced Disposal would remain a public company, and shares of Advanced Disposal common stock would continue to be registered under the Exchange Act, as well as listed and traded on NYSE. In the event that the merger agreement is terminated, in certain specified circumstances, the Company termination fee (or potentially an amount of up to $15,000,000 in expenses) will be due and payable by Advanced Disposal to Waste Management, and in certain other specified circumstances, the Waste Management termination fee will be due and payable by Waste Management to Advanced Disposal. See the sections entitled “ The Merger Agreement—Termination; Effect of Termination ” beginning on page 87 of this proxy statement and “ The Merger Agreement—Company Termination Fee; Waste Management Termination Fee ” beginning on page 88 of this proxy statement.

Q:

What will happen if stockholders do not approve the compensation advisory proposal?

A:     The inclusion of this proposal is required by the SEC rules. However, the approval of the compensation advisory proposal is not a condition to the completion of the merger and the vote on the compensation advisory proposal is an advisory vote and will not be binding on Advanced Disposal, Waste Management or the surviving company. If the merger agreement is adopted by Advanced Disposal stockholders and the merger is completed, the merger-related compensation may be paid to Advanced Disposal’s named executive officers even if stockholders fail to approve the compensation advisory proposal.

Q:

Can I revoke my proxy or change my vote?

A:     Yes. If you are a stockholder of record, you may revoke your proxy at any time before the vote is taken at the Special Meeting by:

•

voting over the Internet or by telephone as instructed on the proxy card. Only your latest Internet or telephone vote will be counted. You may not change your vote over the Internet or by telephone after 11:59 p.m. Eastern Time on June 27, 2019;

•

providing a written notice of revocation that is received before the Special Meeting by the Corporate Secretary at Advanced Disposal Services, Inc., 90 Fort Wade Road, Ponte Vedra, Florida 32081, Attention: Michael K. Slattery, Corporate Secretary;

•

completing, signing, dating and returning a new proxy card by mail to Advanced Disposal before the Special Meeting (received by or with our last mail delivery before the Special Meeting); or

•

attending the Special Meeting and requesting that your proxy be revoked and/or voting in person as instructed above.

Please note, however, that only your last-dated proxy will count. Attending the Special Meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card or by sending a written notice of revocation to Advanced Disposal, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by Advanced Disposal before the Special Meeting (such new proxy cards or

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written notices of revocation received by or with our last mail delivery before the Special Meeting begins will be counted).

If you hold your shares in street name through a broker, bank or other nominee, you will need to follow the instructions provided to you by your broker, bank or other nominee in order to revoke your proxy or submit new voting instructions. You may also revoke your proxy by obtaining a “legal proxy” or broker’s proxy card from your broker, bank or other nominee that holds the shares of record and voting your shares in person at the Special Meeting.

Q:

What happens if I do not vote or if I abstain from voting on the proposals?

A:     The requisite number of shares to approve the proposal to adopt the merger agreement is based on the total number of shares of Advanced Disposal common stock issued and outstanding, not just the shares that are voted. Failure to submit a signed proxy card, grant a proxy by phone or the Internet or to vote in person by ballot at the Special Meeting will have the same effect as a vote “ AGAINST ” the proposal to adopt the merger agreement. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise and will have the same effect as a vote “ AGAINST ” the proposal to adopt the merger agreement. For more information concerning the Special Meeting, the merger agreement and the merger, please review this proxy statement and the copy of the merger agreement attached as Annex A thereto.

The requisite number of shares to approve the compensation advisory proposal is a majority of the shares of Advanced Disposal common stock issued and outstanding and that are present in person or represented by proxy at the Special Meeting and entitled to vote thereon. A quorum is a majority of the shares of Advanced Disposal common stock issued and outstanding. An abstention from voting will have the same effect as a vote “ AGAINST ” the compensation advisory proposal. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise but will have no effect on the compensation advisory proposal, so long as a quorum is otherwise present.

The requisite number of shares to approve the adjournment proposal is a majority of shares of Advanced Disposal common stock issued and outstanding and that are present in person or represented by proxy at the Special Meeting and entitled to vote thereon, whether or not a quorum is present. An abstention from voting will have the same effect as a vote “ AGAINST ” the adjournment proposal. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise but will have no effect on the adjournment proposal.

Only shares of Advanced Disposal common stock that are issued and outstanding as of the close of business on the record date are eligible to be voted on each of the three (3) proposals and will be counted for purposes of determining whether a quorum is present at the Special Meeting.

Q:

If the merger is consummated, how will I receive the cash for my shares of Advanced Disposal common stock?

A:     If the merger is consummated and your shares of Advanced Disposal common stock are held in book-entry or in the name of a broker, bank or other custodian, the cash proceeds will be deposited into your bank or brokerage account without any further action on your part. If you hold your shares of Advanced Disposal common stock in certificate form, you will receive a letter of transmittal with instructions on how to send your shares of Advanced Disposal common stock to the paying agent in connection with the merger. The paying agent will issue and deliver to you a check for your shares of Advanced Disposal common stock after you comply with such instructions.

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Q:

What happens if the market price of shares of Advanced Disposal common stock significantly changes before the closing?

A:     Waste Management is not obligated to change the merger consideration of $33.15 per share of Advanced Disposal common stock as a result of a change in the market price of Advanced Disposal common stock.

Q:

What happens if I sell my shares of Advanced Disposal common stock before completion of the merger?

A:     In order to receive the merger consideration, you must hold your shares of Advanced Disposal common stock through completion of the merger. Consequently, if you transfer your shares of Advanced Disposal common stock before completion of the merger, you will have transferred your right to receive the merger consideration in the merger.

The record date for stockholders entitled to vote at the Special Meeting is May 22, 2019. If you transfer your shares of Advanced Disposal common stock after the record date but before the closing, unless you have granted a “legal proxy” to the purchaser as part of the transfer, you will have the right to vote at the Special Meeting, although you will have transferred your right to receive the merger consideration in the merger.

Q:

Should I send in my evidence of ownership now?

A:     No. After the merger is completed, you will receive a letter of transmittal, if applicable, and related materials from the paying agent for the merger with detailed written instructions for exchanging your shares of Advanced Disposal common stock evidenced by stock certificates for the merger consideration. If your shares of Advanced Disposal common stock are held in street name by your broker, bank or other nominee, you will receive instructions from your broker, bank or other nominee as to what action, if any, you need to take in order to effect the surrender of your street name shares in exchange for the merger consideration. Please do not send in any documentation of evidence of ownership now.

Q:

Am I entitled to exercise dissenters’ or appraisal rights instead of receiving the merger consideration for my shares of Advanced Disposal common stock?

A:     Yes. Under Section 262 of the DGCL, stockholders who do not vote for the adoption of the merger agreement have the right to seek appraisal of the fair value of their shares as determined by the Delaware Court of Chancery, but only if they fully comply with all applicable requirements of the DGCL, which are summarized in this proxy statement. Any appraisal amount determined by the court could be more than, the same as, or less than the merger consideration. Any stockholder intending to exercise appraisal rights must, among other things, submit a written demand for appraisal to Advanced Disposal before the vote on the proposal to adopt the merger agreement and such stockholder must not vote or otherwise submit a proxy in favor of the adoption of the merger agreement. Failure to comply exactly with the procedures and requirements specified under the DGCL will result in the loss of appraisal rights. The discussion of appraisal rights contained in this proxy statement is not a full summary of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL that is attached as Annex D to this proxy statement. For additional information, see the section entitled “ Appraisal Rights ” beginning on page 99 of this proxy statement. Because of the complexity of the DGCL relating to appraisal rights, if you are considering exercising your appraisal rights, we encourage you to seek the advice of your own legal counsel.

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Q:

Will I be subject to U.S. federal income tax upon the exchange of Advanced Disposal common stock for the merger consideration pursuant to the merger?

A:     Generally, yes, if you are a U.S. stockholder. The exchange of shares of Advanced Disposal common stock for the merger consideration pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. Accordingly, an Advanced Disposal stockholder that is a “U.S. holder” (as defined in the section entitled “ The Merger (Proposal 1) — Material U.S. Federal Income Tax Consequences of the Merger ” beginning on page 63 of this proxy statement) will recognize taxable gain or loss in an amount equal to the difference, if any, between (i) the amount of cash received by such U.S. holder in the merger plus the amount used to satisfy any applicable withholding taxes and (ii) such U.S. holder’s adjusted tax basis in the shares of Advanced Disposal common stock exchanged therefor. With respect to an Advanced Disposal stockholder that is a “non-U.S. holder” (as defined in the section entitled “ The Merger (Proposal 1) — Material U.S. Federal Income Tax Consequences of the Merger ” beginning on page 63 of this proxy statement), the exchange of shares of Advanced Disposal common stock for the merger consideration pursuant to the merger generally will not result in tax to such non-U.S. holder under U.S. federal income tax laws unless such non-U.S. holder has certain connections with the United States. Backup withholding may apply to the cash payment made pursuant to the merger unless the Advanced Disposal stockholder or other payee provides a valid taxpayer identification number and complies with certain certification procedures (generally, by providing a properly completed and executed IRS Form W-9 or IRS Form W-8 or applicable successor form).

Each Advanced Disposal stockholder is urged to read the discussion in the section entitled “ The Merger (Proposal 1) — Material U.S. Federal Income Tax Consequences of the Merger ” beginning on page 63 of this proxy statement and to consult its tax advisor to determine the particular U.S. federal, state or local or non-U.S. income or other tax consequences to it of the merger.

Because particular circumstances may differ, we recommend that you consult your own tax advisor to determine the U.S. federal income tax consequences relating to the merger in light of your own particular circumstances and any consequences arising under any state, local or non-U.S. tax laws or tax treaties.

Q:

What does it mean if I get more than one proxy card?

A:     If your shares of Advanced Disposal common stock are registered differently or are held in more than one account, you will receive more than one proxy or voting instruction form. Please complete and return all of the proxy cards or voting instructions forms you receive (or submit each of your proxies or voting instructions forms by telephone or the Internet, if available to you) to ensure that all of your shares of Advanced Disposal common stock are voted.

Q:

How many copies should I receive if I share an address with another stockholder?

A:     Some banks, brokers and other nominees may participate in the practice of “householding” proxy statements, annual reports and notices of Internet availability of proxy materials. This means that a single set of our proxy materials, containing a single copy of this proxy statement but multiple proxy cards or voting instruction forms, may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of our proxy materials to you if you write or call our proxy solicitor, Innisfree M&A Incorporated (which we refer to as “ Innisfree ”) by phone, toll-free at +1 (888) 750-5834, or in writing at Innisfree M&A Incorporated, 501 Madison Avenue, 20 ^th  Floor, New York, NY 10022. Banks and brokers may call collect at +1 (212) 750-5833. In addition, stockholders who share a single address, but receive multiple copies of the proxy statement, may request that in the future they receive a single copy by contacting (i) Advanced Disposal at Advanced Disposal Services, Inc., 90 Fort Wade Road, Ponte Vedra, FL 32081, Attention: Michael K. Slattery, Corporate Secretary or by calling +1 (904) 737-7900 (if your

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shares are registered in your own name) or (ii) your broker, bank or other nominee (if your shares are registered in their name).

Q:

Who will count the votes?

A:     The votes will be counted by one or more inspectors of election appointed for the Special Meeting.

Q:

Who will solicit and bear the cost of soliciting votes for the Special Meeting?

A:     Advanced Disposal will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic and facsimile transmission by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities. Advanced Disposal has engaged Innisfree as proxy advisor to assist in the solicitation of proxies for the Advanced Disposal Special Meeting. Advanced Disposal estimates that it will pay the proxy advisor a fee of approximately $20,000, plus reimbursement of certain expenses. In addition, Advanced Disposal may reimburse its transfer agent, brokerage firms and other persons representing beneficial owners of shares of Advanced Disposal common stock for their expenses in forwarding solicitation material to such beneficial owners.

Q:

Are there any other risks to me from the merger that I should consider?

A:     Yes. There are risks associated with all business combinations, including the merger. See the section entitled “ Forward-Looking Statements ” beginning on page 26 of this proxy statement.

Q:

Where can I find the voting results of the Special Meeting?

A:     Advanced Disposal will announce preliminary voting results at the Special Meeting and publish preliminary, or final results if available, in a current report on Form 8-K filed with the SEC within four (4) business days after the Special Meeting.

Q:

What do I need to do now?

A:     We urge you to read this entire document carefully, including its appendices and the documents incorporated by reference, and to consider how the merger affects you. Your vote is important, regardless of the number of shares of Advanced Disposal common stock you own. Please see the above questions “If I am a stockholder of record of Advanced Disposal shares, how do I vote?” and “If I am a beneficial owner of shares held in street name, how do I vote?” for a summary of instructions on how to vote.

Q:

Where can I find more information about Advanced Disposal?

A:     You can find more information about us from various sources described in the section entitled “ Where You Can Find Additional Information ” beginning on page 105 of this proxy statement.

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Q:

Who can help answer my other questions?

A:     If you have more questions about the merger, or require assistance in submitting your proxy or voting your shares or need additional copies of the proxy statement or the enclosed proxy card, please contact Innisfree, which is acting as the proxy solicitor and information agent for Advanced Disposal in connection with the merger:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders may call toll-free: +1 (888) 750-5834
Banks and brokers may call collect: +1 (212) 750-5833

If your broker, bank or other nominee holds your shares, you should also call your broker, bank or other nominee for additional information.

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FORWARD-LOOKING STATEMENTS

This proxy statement contains “forward-looking statements” within the meaning of the U.S. federal securities laws. Such statements include statements concerning anticipated future events and expectations that are not historical facts. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “plan,” “predict,” “project,” “forecast,” “guidance,” “goal,” “objective,” “prospects,” “possible” or “potential,” by future conditional verbs such as “assume,” “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressions or the negative thereof. All forward-looking statements included in this proxy statement are based upon information available to us as of the filing date of this proxy statement, and, except to the extent required by applicable law, we undertake no obligation to update any of these forward-looking statements for any reason. You should not place undue reliance on forward-looking statements. The forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from those expressed or implied by these statements. Important factors that could cause actual results to differ materially from those contained in any forward-looking statement include the factors identified in Advanced Disposal annual report on Form 10-K for the year ended December 31, 2018, under the heading “Risk Factors,” as updated from time to time by Advanced Disposal quarterly reports on Form 10-Q, including Advanced Disposal Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, and other documents of Advanced Disposal on file with the SEC or in this proxy statement filed with the SEC by Advanced Disposal, and the following factors:

•

risks related to the consummation of the merger, including the risks that (i) the merger may not be consummated within the anticipated time period, or at all, (ii) the parties may fail to obtain stockholder approval of the merger agreement, (iii) the parties may fail to secure the termination or expiration of any waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (iv) other conditions to the consummation of the merger under the merger agreement may not be satisfied;

•

the effects that any termination of the merger agreement may have on Advanced Disposal or its business, including the risks that (i) Advanced Disposal’s stock price may decline significantly if the merger is not completed, (ii) the merger agreement may be terminated in circumstances requiring Advanced Disposal to pay to Waste Management the Company termination fee or reimburse certain of Waste Management’s expenses, or (iii) the circumstances of the termination, including the possible imposition of a 12-month tail period during which the termination fee could be payable upon the occurrence of, or entry into a definitive agreement for, certain subsequent transactions, which may have a chilling effect on alternatives to the merger;

•

the effects that the announcement or pendency of the merger may have on Advanced Disposal and its business, including the risks that as a result (i) Advanced Disposal’s business, operating results or stock price may suffer, (ii) Advanced Disposal’s current plans and operations may be disrupted, (iii) Advanced Disposal’s ability to retain or recruit key employees may be adversely affected, (iv) Advanced Disposal’s business relationships (including customers and suppliers) may be adversely affected, or (v) Advanced Disposal’s management’s or employees’ attention may be diverted from other important matters;

•

the effect of limitations that the merger agreement places on Advanced Disposal’s ability to operate its business, return capital to stockholders or engage in alternative transactions;

•

the nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the merger and instituted against Advanced Disposal and others;

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•

the risk that the merger and related transactions may involve unexpected costs, liabilities or delays; and

•

other economic, business, competitive, legal, regulatory, and/or tax factors.

Consequently, all of the forward-looking statements we make in this proxy statement are qualified by the information contained or incorporated by reference herein, including, but not limited to, (i) the information contained under this heading and (ii) the information contained under the heading “Risk Factors” and information in our consolidated financial statements and notes thereto included in our most recent filing on Form 10-K and subsequent periodic and interim report filings (see “ Where You Can Find Additional Information ” beginning on page 105 of this proxy statement). No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

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PARTIES INVOLVED IN THE MERGER

Advanced Disposal Services, Inc.
90 Fort Wade Road
Ponte Vedra, FL 32081
Telephone: (904) 737-7900

Advanced Disposal is a leading integrated provider of nonhazardous solid waste collection, transfer, recycling and disposal services operating primarily in secondary markets or under exclusive arrangements. We have a presence in 16 states across the Midwest, South and East regions of the United States as well as in the Commonwealth of the Bahamas, serving approximately 2.8 million residential customers and over 200,000 commercial and industrial customers through our extensive network of 95 collection operations, 73 transfer stations, 22 owned or operated recycling facilities and 41 owned or operated active landfills. Our principal executive offices are located at 90 Fort Wade Road, Ponte Vedra, FL 32081 and our telephone number is (904) 737-7900.

Advanced Disposal is a Delaware corporation and Advanced Disposal common stock trades on NYSE under the symbol “ADSW.”

Additional information about Advanced Disposal is contained in our public filings, which are incorporated by reference herein. See “ Where You Can Find Additional Information ” beginning on page 105 of this proxy statement.

Waste Management, Inc.
1001 Fannin Street
Houston, Texas 77002
Telephone: (713) 512-6200

Waste Management, a Delaware corporation, is North America’s leading provider of comprehensive waste management environmental services that partners with residential, commercial, industrial and municipal customers and the communities it serves to manage and reduce waste at each stage from collection to disposal, while recovering valuable resources and creating clean, renewable energy. Waste Management’s “Solid Waste” business is operated and managed locally by its subsidiaries that focus on distinct geographic areas and provides collection, transfer, disposal, and recycling and resource recovery services. Through its subsidiaries, Waste Management is also a leading developer, operator and owner of landfill gas-to-energy facilities in the United States. Waste Management’s stock is traded on NYSE under the symbol “WM.” Its principal executive offices are located at 1001 Fannin Street, Houston, Texas 77002 and its telephone number is (713) 512-6200.

Everglades Merger Sub Inc.
1001 Fannin Street
Houston, Texas 77002
Telephone: (713) 512-6200

Merger Sub is a Delaware corporation formed for the purpose of entering into the merger agreement and completing the merger with Advanced Disposal. Merger Sub is an indirect, wholly-owned subsidiary of Waste Management. Merger Sub has not engaged in any business to date except for activities incidental to its incorporation and activities undertaken in furtherance of the transactions. Upon completion of the merger, Merger Sub will merge with and into Advanced Disposal and will cease to exist. Merger Sub’s principal executive offices are located at 1001 Fannin Street, Houston, Texas 77002 and its telephone number is (713) 512-6200.

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THE SPECIAL MEETING

We are furnishing this proxy statement to Advanced Disposal stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting or any adjournment or postponement thereof. This proxy statement provides Advanced Disposal stockholders with the information they need to know to be able to vote or instruct their vote to be cast at the Special Meeting or any adjournment or postponement thereof.

Date, Time and Place of the Special Meeting

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting to be held on June 28, 2019 at Crosswater Hall at Nocatee Welcome Center located at 245 Nocatee Center Way, Ponte Vedra, FL 32081 beginning at 10:00 a.m. Eastern Time or at any adjournment or postponement thereof.

Only individuals who were Advanced Disposal stockholders as of the close of business on the record date and their authorized representatives may attend the Special Meeting. Proof of ownership of Advanced Disposal common stock (which may be the appearance of such stockholder’s name on Advanced Disposal stockholder list as of the record date), along with valid photo identification (such as a driver’s license or passport), must be presented to be admitted to the Special Meeting. If you are a beneficial owner of shares held in street name and wish to vote in person at the Special Meeting, you must obtain a “legal proxy” or broker’s proxy card from your broker, bank or other nominee. A “legal proxy” is a written document that will authorize you to vote your shares held in street name at the Special Meeting. To ensure that you will be represented, even if you plan to attend the Special Meeting in person, we encourage you to promptly vote by submitting the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you attend the Special Meeting and vote in person by ballot, your vote will revoke any proxy that you have previously submitted. Please contact your broker, bank or other nominee for instructions regarding obtaining a “legal proxy.” No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the Special Meeting.

This proxy statement and the enclosed form of proxy are first being mailed to our stockholders of record on or about May 24, 2019.

Purposes of the Special Meeting

The primary purpose of the Special Meeting is for our stockholders to consider and vote upon the proposal to adopt the merger agreement. Our stockholders holding a majority of the shares of Advanced Disposal common stock issued and outstanding at the close of business on the record date and entitled to vote thereon must adopt the merger agreement in order for the merger to occur. If our stockholders fail to adopt the merger agreement, the merger will not occur. A copy of the merger agreement is attached as Annex A to this proxy statement, and the material provisions of the merger agreement are summarized in the section of this proxy statement entitled “ The Merger Agreement ” beginning on page 68 of this proxy statement.

In addition, our stockholders are being asked to approve the compensation advisory proposal, which is the approval, on a non-binding advisory basis, of specified compensation that may be paid or become payable to Advanced Disposal’s named executive officers in connection with the merger and contemplated by the merger agreement, the value of which is disclosed in the table entitled “Golden Parachute Compensation” and the notes accompanying that table in the section entitled “ Advisory Vote on Specified Compensation (Proposal 2) ” beginning on page 91 of this proxy statement.

Our stockholders are also being asked to approve the adjournment proposal, which is one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are

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insufficient votes at the time of the Special Meeting to approve the proposal to adopt the merger agreement.

Record Date and Quorum

The holders of record of Advanced Disposal common stock as of the close of business on May 22, 2019, the record date for the Special Meeting, are entitled to receive notice of and to vote at the Special Meeting. As of the close of business on the record date, 88,872,695 shares of Advanced Disposal common stock were issued and outstanding.

The presence at the Special Meeting of the holders of record of a majority of the shares of Advanced Disposal common stock entitled to vote, present in person or represented by proxy, at the close of business on the record date will constitute a quorum. Once a share is represented at the Special Meeting, it will be counted for the purpose of determining a quorum at the Special Meeting. However, if a new record date is set for an adjourned Special Meeting, then a new quorum will have to be established. Proxies received but marked as abstentions will be included in the calculation of the number of shares considered to be present for the purpose of determining a quorum at the Special Meeting. “Broker non-votes,” described below under the section entitled “ The Special Meeting—Attendance; Voting; Proxies; Revocation—Providing Voting Instructions by Proxy—Shares of Advanced Disposal Common Stock Held in Street Name ” beginning on page 32 of this proxy statement, will not be included in the calculation of the number of shares considered to be present for the purpose of determining a quorum at the Special Meeting.

Pursuant to the voting agreement, CPPIB has agreed to cause its shares of Advanced Disposal common stock to be counted at the Special Meeting for quorum purposes pursuant to this proxy statement.

Required Vote

Holders of Advanced Disposal common stock are entitled to one vote on each proposal submitted to a vote at the Special Meeting for each share of Advanced Disposal common stock they own at the close of business on the record date. As of the close of business on the record date, there were 88,872,695 shares of Advanced Disposal common stock issued and outstanding.

For Advanced Disposal to complete the merger, stockholders holding a majority of the shares of Advanced Disposal common stock issued and outstanding at the close of business on the record date and entitled to vote thereon must vote “ FOR ” the proposal to adopt the merger agreement. A failure to vote your shares of Advanced Disposal common stock or an abstention from voting will have the same effect as a vote “ AGAINST ” the proposal to adopt the merger agreement. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise and will have the same effect as a vote “ AGAINST ” the proposal to adopt the merger agreement.

The approval, on a non-binding advisory basis, of the compensation advisory proposal requires the affirmative vote of stockholders holding a majority of the issued and outstanding shares of Advanced Disposal common stock which are present in person or represented by proxy at the Special Meeting and entitled to vote thereon, so long as a quorum is present, to vote “ FOR ” the proposal. An abstention from voting will have the same effect as a vote “ AGAINST ” the compensation advisory proposal. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise but will have no effect on the compensation advisory proposal, so long as a quorum is otherwise present.

The affirmative vote of stockholders holding a majority of the issued and outstanding shares of Advanced Disposal common stock which are present in person or represented by proxy at the Special Meeting and entitled to vote thereon, whether or not a quorum is present, is required to approve the adjournment

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proposal. An abstention from voting will have the same effect as a vote “ AGAINST ” the adjournment proposal. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise but will have no effect on the adjournment proposal.

Voting by CPPIB

Concurrently with the execution of the merger agreement, on April 14, 2019, CPPIB entered into the voting agreement with Waste Management, pursuant to which, among other things, and subject to the terms and conditions set forth therein, CPPIB agreed to vote its shares of Advanced Disposal common stock at the Special Meeting for the adoption of the merger agreement and against any alternative proposal (unless the Board withdraws or changes the Board recommendation or until the voting agreement has terminated in accordance with its terms). The voting agreement terminates upon the earliest to occur of: (i) the merger becoming effective, (ii) the merger agreement being validly terminated in accordance with the terms thereof, or (iii) CPPIB’s election to terminate in its sole discretion promptly following any amendment to the merger agreement that reduces or changes the form of consideration payable. In addition, CPPIB waived its appraisal rights. The voting agreement is described in more detail in the section entitled “ The Voting Agreement ” beginning on page 90 of this proxy statement. CPPIB owned, as of the close of business on the record date, approximately 18.6% of the outstanding Advanced Disposal common stock.

Voting by Advanced Disposal Directors and Executive Officers

At the close of business on the record date, directors and executive officers of Advanced Disposal were entitled to vote 219,656 shares of Advanced Disposal common stock, or approximately 0.2% of the shares of Advanced Disposal common stock issued and outstanding on that date. We currently expect that Advanced Disposal directors and executive officers will vote their shares “ FOR ” the proposal to adopt the merger agreement and “ FOR ” the other proposals to be considered at the Special Meeting, although they have no obligation to do so.

The directors and executive officers of Advanced Disposal have interests in the merger that may be different from, or in addition to, the interests of Advanced Disposal stockholders generally. These interests are described in more detail in the section entitled “ The Merger (Proposal 1)—Interests of Advanced Disposal Directors and Executive Officers in the Merger ” beginning on page 55 of this proxy statement.

Attendance; Voting; Proxies; Revocation

Attendance

All holders of shares of Advanced Disposal common stock as of the close of business on the record date, including stockholders of record and beneficial owners of Advanced Disposal common stock registered in the street name of a broker, bank or other nominee, are invited to attend the Special Meeting. Proof of ownership of Advanced Disposal common stock (which may be the appearance of such stockholder’s name on Advanced Disposal stockholder list as of the record date), along with valid photo identification (such as a driver’s license or passport), must be presented to be admitted to the Special Meeting. If you are a beneficial owner of shares held in street name and wish to vote in person at the Special Meeting, you must obtain a “legal proxy” or broker’s proxy card from your broker, bank or other nominee. A “legal proxy” is a written document that will authorize you to vote your shares held in street name at the Special Meeting.

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Voting in Person

Stockholders of record will be able to vote in person at the Special Meeting. If you are a beneficial owner of shares held in street name and wish to vote in person at the Special Meeting, you must obtain a “legal proxy” or broker’s proxy card from your broker, bank or other nominee. A “legal proxy” is a written document that will authorize you to vote your shares held in street name at the Special Meeting. Please contact your broker, bank or other nominee for instructions regarding obtaining a “legal proxy.”

Providing Voting Instructions by Proxy

To ensure that your shares of Advanced Disposal common stock are voted at the Special Meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the Special Meeting in person.

Shares of Advanced Disposal Common Stock Held by Record Holder

If you are a stockholder of record, you may provide voting instructions by proxy using one of the following methods:

•

via the Internet, at the Internet address provided on the proxy card;

•

by telephone, by using the toll-free number listed on the proxy card; or

•

by mail, by completing, signing and dating the proxy card and returning it in the enclosed postage-paid envelope.

If you submit a signed proxy card or submit your proxy by telephone or the Internet, but do not specify how you want to vote your shares on a particular proposal, then the proxy holders will vote your shares in accordance with the recommendations of the Board on all matters presented in this proxy statement. If you fail to return your proxy card and you are a holder of record as of the close of business on the record date, unless you attend the Special Meeting and vote in person, the effect will be that your shares of Advanced Disposal common stock will not be considered present at the Special Meeting for purposes of determining whether a quorum is present at the Special Meeting, will have the same effect as a vote “ AGAINST ” the proposal to adopt the merger agreement, will have no effect on the vote regarding the compensation advisory proposal, so long as a quorum is otherwise present, and will have no effect on the vote regarding the adjournment proposal.

Shares of Advanced Disposal Common Stock Held in Street Name

If your shares of Advanced Disposal common stock are held in the name of a bank, broker or other nominee, you will receive instructions from your bank, broker or other nominee as to how to vote your shares. You must follow the instructions of your bank, broker or other nominee in order for your shares of Advanced Disposal common stock to be voted. Telephone and Internet voting also will be offered to stockholders owning shares through certain banks, brokers and other nominees. If your shares of Advanced Disposal common stock are not registered in your own name but are held through your bank, broker or other nominee and you plan to vote your shares in person at the Special Meeting, you should contact your bank, broker or other nominee to obtain a “legal proxy” or broker’s proxy card and bring it to the Special Meeting in order to vote.

In accordance with the rules of NYSE, brokers, banks and other nominees that hold shares of Advanced Disposal common stock in street name for their customers do not have discretionary authority to vote the shares with respect to the proposal to adopt the merger agreement, the compensation advisory proposal or the adjournment proposal. Accordingly, if brokers, banks or other nominees do not receive specific voting instructions from the beneficial owner of such shares, they may not vote such shares with respect to these proposals. Under such circumstance, a “broker non-vote” would arise. “Broker non-votes,” if any, will not

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be considered present at the Special Meeting for purposes of determining whether a quorum is present at the Special Meeting, will have the same effect as a vote “ AGAINST ” the proposal to adopt the merger agreement and will have no effect (x) so long as a quorum is otherwise present, on the compensation advisory proposal or (y) on the adjournment proposal. Thus, for shares of Advanced Disposal common stock held in street name, only shares of Advanced Disposal common stock affirmatively voted “ FOR ” the proposal to adopt the merger agreement will be counted as a vote “ FOR ” such proposal.

Revocation of Proxies

Any person giving a proxy pursuant to this solicitation has the power to revoke and change it at any time before it is voted. If you are a stockholder of record, you may revoke your proxy at any time before the vote is taken at the Special Meeting by:

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voting over the Internet or by telephone as instructed on the proxy card. Only your latest Internet or telephone vote will be counted. You may not change your vote over the Internet or by telephone after 11:59 p.m. Eastern Time on June 27, 2019;

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providing a written notice of revocation that is received before the Special Meeting by the Corporate Secretary at Advanced Disposal Services, Inc., 90 Fort Wade Road, Ponte Vedra, FL 32081, Attention: Michael K. Slattery, Corporate Secretary;

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completing, signing, dating and returning a new proxy card by mail to Advanced Disposal before the Special Meeting (received by or with our last mail delivery before the Special Meeting); or

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attending the Special Meeting and request that your proxy be revoked and/or voting in person as instructed above.

Please note, however, that only your last-dated proxy will count. Attending the Special Meeting without taking one of the actions described above will not in itself revoke your proxy. If you want to revoke your proxy by mailing a new proxy card or by sending a written notice of revocation to Advanced Disposal, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by Advanced Disposal before the Special Meeting (such new proxy cards or written notices of revocation received by or with our last mail delivery before the Special Meeting will be counted).

If you hold your shares in street name through a broker, bank or other nominee, you will need to follow the instructions provided to you by your broker, bank or other nominee in order to revoke your proxy or submit new voting instructions. You may also revoke your proxy by obtaining a legal proxy from your broker, bank or other nominee and voting your shares in person at the Special Meeting.

Abstentions

An abstention occurs when a stockholder attends a meeting, either in person or by proxy, but abstains from voting. Abstentions will be included as shares of Advanced Disposal common stock present or represented at the Special Meeting for purposes of determining whether a quorum has been achieved. Abstaining from voting will have the same effect as a vote “ AGAINST ” the proposal to adopt the merger agreement, the compensation advisory proposal and the adjournment proposal.

Adjournments or Postponements

Although it is not currently expected, the Special Meeting may be adjourned or postponed if necessary or appropriate, including for the purpose of soliciting a sufficient number of proxies “ FOR ” the proposal to adopt the merger agreement. In the event that a sufficient number of shares of Advanced Disposal common stock is present or represented, in person or by proxy, and voted “ FOR ” the proposal to adopt the merger agreement at the Special Meeting such that the Advanced Disposal stockholder approval will have

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been obtained, Advanced Disposal does not anticipate that it will adjourn or postpone the Special Meeting.

The Special Meeting may be adjourned by the affirmative vote of the holders of a majority of the shares of Advanced Disposal common stock that are present in person or represented by proxy at the Special Meeting and entitled to vote at the Special Meeting or as otherwise permitted by law, whether or not a quorum is present. Any adjournment or postponement of the Special Meeting will allow Advanced Disposal stockholders who have already sent in their proxies to revoke them at any time before their use at the Special Meeting that was adjourned or postponed.

Solicitation of Proxies

We are paying the cost for the preparation, printing and distribution of the proxy materials. We may use the services of our directors, officers and employees, without additional compensation, to solicit proxies. We will reimburse any holder of record for its reasonable expenses incurred in completing the mailing of stockholder requested proxy materials to the beneficial owners of our common stock. Advanced Disposal has engaged Innisfree to assist in the solicitation of proxies for the Special Meeting. Advanced Disposal estimates that it will pay Innisfree a fee of approximately $20,000, plus reimbursement of certain expenses. In addition, Advanced Disposal may reimburse its transfer agent, brokerage firms and other persons representing beneficial owners of shares of Advanced Disposal common stock for their expenses in forwarding solicitation material to such beneficial owners.

Householding

We are permitted to send a single set of proxy materials to stockholders who share the same last name and address. This procedure is called “householding” and is designed to reduce our printing and postage costs. This means that we may send a single set of our proxy materials, containing a single copy of this proxy statement but separate proxy cards or voting instruction forms for each stockholder in your household. We will promptly deliver a separate copy of our proxy materials to you if you write or call Innisfree by phone, toll-free at +1 (888) 750-5834, or in writing to Innisfree M&A Incorporated, 501 Madison Avenue, 20 ^th  Floor, New York, NY 10022. Such requests by street name holders should be made through their broker, bank or other nominee.

In addition, stockholders who share a single address, but receive multiple copies of the proxy statement, may request that in the future they receive a single copy by contacting (i) Advanced Disposal at Advanced Disposal Services, Inc., 90 Fort Wade Road, Ponte Vedra, FL 32081, Attention: Corporate Secretary or by calling +1 (904) 737-7900 (if your shares are registered in your own name) or (ii) your broker, bank or other nominee (if your shares are registered in their name).