01—Abstract
Summary
Summary of the 8-K filed May 17, 2024. Cited figures are marked; the original filing is the authoritative source.
Waste Connections, Inc. held its 2024 annual meeting of shareholders on May 17, 2024, at which all eight director nominees were elected.
Each nominee received a majority of the total votes cast under the company's majority voting policy. Votes for individual nominees ranged from 210,154,898 (Michael W. Harlan, 94.66%a of votes cast) to 221,808,705 (Carl D.
Sparks, 99.91%b), with Andrea E. Bertone, Edward E. "Ned" Guillet, Michael W.
Harlan and Ronald J. Mittelstaedt drawing the largest numbers of withheld votes. Shareholders also approved, on a non-binding advisory basis, the compensation of the company's named executive officers (say on pay), with 212,520,477 votes for and 9,259,759 votes against.
Shareholders approved the appointment of Grant Thornton LLP as the independent registered public accounting firm for 2024 and authorized the Board to fix the auditor's remuneration, with 229,298,078 votes for and 111,081 withheld. The filing furnishes Exhibit 99.1, a press release dated May 17, 2024, announcing the meeting results. The filing reports voting outcomes only and contains no financial results, guidance, or transactions.
02—Key points
Key Highlights
- All eight director nominees were elected, including Andrea E. Bertone, Edward E. "Ned" Guillet, Michael W. Harlan, Larry S. Hughes, Elise L. Jordan, Susan "Sue" Lee, Ronald J. Mittelstaedt and Carl D. Sparks.
- Michael W. Harlan received the lowest support among nominees, with 210,154,898 votes for (94.66%) and 11,844,844 withheld (5.33%).
- Carl D. Sparks received the highest support, with 221,808,705 votes for (99.91%) and 191,037 withheld (0.08%).
- Say-on-pay advisory vote on named executive officer compensation passed with 212,520,477 votes for and 9,259,759 votes against, with 219,506 abstentions.
- Grant Thornton LLP was approved as independent registered public accounting firm for 2024, with 229,298,078 votes for and 111,081 withheld.
- The 2024 results were disclosed via Exhibit 99.1, a press release dated May 17, 2024; the filing contains no financial results or guidance.
03—Questions
Frequently Asked Questions
Were all of Waste Connections' director nominees elected at the 2024 annual meeting?
Yes. All eight nominees were elected, and each received a majority of the total votes cast in respect of his or her election, consistent with the company's majority voting policy in its Corporate Governance Guidelines and Board Charter. Each director serves until the next annual meeting or until a successor is elected or appointed.
Did shareholders approve the compensation of the named executive officers?
Yes. On a non-binding advisory basis, shareholders approved executive compensation as disclosed in the proxy statement, with 212,520,477 votes for, 9,259,759 votes against, 219,506 abstentions and 7,409,417 broker non-votes.
Which auditor was approved for 2024?
Shareholders approved the appointment of Grant Thornton LLP as the independent registered public accounting firm for 2024, with 229,298,078 votes for and 111,081 withheld. Shareholders also authorized the Board of Directors to fix the auditor's remuneration.
Which directors faced the most shareholder opposition?
Michael W. Harlan had the most votes withheld (11,844,844, or 5.33%), followed by Edward E. "Ned" Guillet (10,024,603, or 4.51%) and Ronald J. Mittelstaedt (3,801,912, or 1.71%). Carl D. Sparks had the fewest withheld votes (191,037, or 0.08%).
04—Continue