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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K/A

Amendment No. 1

 

 

 

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 19, 2023

 

 

 

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. ¨

 

 

 

 

 

EXPLANATORY NOTE

 

Waste Connections, Inc. (the “Company”) is filing this Amendment No. 1 on Form 8-K/A to its Current Report on Form 8-K dated May 19, 2023, filed with the Securities and Exchange Commission on May 19, 2023 (the “Initial 8-K”), solely for the purpose of disclosing under Item 5.07 of Form 8-K its decision, following its 2023 annual meeting of shareholders (the “Meeting”), as to the frequency with which it expects to include a shareholder advisory vote on the compensation of executives in future annual meeting proxy materials. This Amendment No. 1 does not otherwise revise the Initial 8-K in any way.

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

At the Meeting, the Company’s shareholders voted on an advisory proposal concerning the frequency of future advisory votes on executive compensation. As reported in the Initial 8-K, consistent with the Board of Directors’ recommendation, the Company’s shareholders cast the highest number of votes for an annual frequency (instead of a frequency of every two years or every three years).

 

Total Votes For Every Year:   216,366,415 
Total Votes For Every Two Years:   67,981 
Total Votes For Every Three Years:   965,413 
Total Votes Abstained:   5,584,299 
Total Broker Non-Votes:   6,669,445 

 

In light of this vote and other factors, the Company’s Board of Directors, at its regularly scheduled board meeting held on July 25, 2023, determined that the Company intends to continue to hold an advisory vote on executive compensation annually.

 

   

 

 

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.

 

 

  WASTE CONNECTIONS, INC.
   
Date:  August 3, 2023 BY: /s/ Mary Anne Whitney
    Mary Anne Whitney
    Executive Vice President and Chief Financial Officer