01—Abstract
Summary
Summary of the 8-K filed July 29, 2024. Cited figures are marked; the original filing is the authoritative source.
Waste Connections, Inc. filed a Current Report on Form 8-K dated July 29, 2024 under Item 5.02 to report a change in its Board of Directors.
The Board, on July 23, 2024 and on the recommendation of its Nominating and Corporate Governance Committee, appointed Cherylyn Harley LeBon as a director and as a member of the Compensation Committee, effective August 1, 2024. She fills the vacancy created by the resignation of Larry S. Hughes, which is also effective August 1, 2024.
The filing states that Mr. Hughes' departure was not due to any disagreement with the Company. The filing states that Ms. LeBon's term will expire at the 2025 annual meeting of shareholders. The Board has determined that she meets the independence standards under New York Stock Exchange listing standards and applicable Canadian securities laws.
She will receive the standard non-employee director compensation, pro-rated for her time served this term, and will enter into the Company's standard indemnification agreement. The filing states she holds no beneficial ownership in the Company's shares and has no material interest in related-party transactions. The 8-K also attaches Exhibit 99.1, a press release dated July 29, 2024, announcing the appointment and resignation.
In that release, President and CEO Ronald J. Mittelstaedt thanked Mr. Hughes for his decade of Board service. The filing describes this as a board-composition change and does not report any financial results, guidance, or operational developments.
02—Key points
Key Highlights
- Cherylyn Harley LeBon appointed to the Board and Compensation Committee, effective August 1, 2024
- Ms. LeBon, 58, is a partner at Womble Bond Dickinson (US) LLP and previously led KLAR Strategies, a business strategy firm she founded
- Ms. LeBon fills the Board vacancy created by Larry S. Hughes' resignation, effective August 1, 2024
- Mr. Hughes' departure was not due to any disagreement with the Company, per the filing
- The Board determined Ms. LeBon is independent under NYSE standards and applicable Canadian securities laws
- Ms. LeBon's term expires at the Company's 2025 annual meeting of shareholders
- Exhibit 99.1 is a press release dated July 29, 2024, announcing the board changes; the filing reports no financial results
03—Questions
Frequently Asked Questions
Who is joining the Waste Connections Board, and when does it take effect?
Cherylyn Harley LeBon was appointed by the Board on July 23, 2024, effective August 1, 2024. She will also serve on the Compensation Committee.
Why did Larry S. Hughes leave the Board?
Mr. Hughes notified the Board on July 23, 2024 of his decision to resign effective August 1, 2024. The filing states the departure was not due to any disagreement with the Company.
What is Ms. LeBon's professional background?
Ms. LeBon has served since 2023 as a partner at Womble Bond Dickinson (US) LLP in its corporate and government contracts practice. Previously she was a partner at Dunlap, Bennett, and Ludwig, PLLC for three years and president and CEO of KLAR Strategies for ten years. She has held senior roles with the U.S. Small Business Administration and the Department of Veterans Affairs, and has worked as counsel to the U.S. Senate Judiciary Committee and the U.S. House of Representatives.
Does Ms. LeBon hold Company shares or have related-party interests?
The filing states that Ms. LeBon holds no direct or indirect beneficial ownership in the Company's shares or rights to acquire them, and has had no material interest in any Item 404(a) related-party transaction.
How will Ms. LeBon be compensated?
She will receive the standard compensation paid to all non-employee directors, pro-rated for the portion of the term she serves, as described in the Company's 2024 proxy statement. She will also enter into the Company's standard indemnification agreement.
04—Continue