01—Abstract
Summary
Summary of the 8-K filed May 16, 2025. Cited figures are marked; the original filing is the authoritative source.
Waste Connections, Inc. (TSX/NYSE: WCN) filed this Current Report on Form 8-K dated May 16, 2025, to report the results of its 2025 annual meeting of shareholders, held that day.
Under Item 5.07, all eight director nominees were elected, with each receiving a majority of the votes cast under the Company's majority voting policy. For example, Andrea E. Bertone received 214,127,714 votes for (96.65%a) and Cherylyn Harley LeBon received 219,710,796 votes for (99.17%).
Shareholders also approved, on a non-binding advisory basis, the compensation of the named executive officers (Say-on-Pay) with 210,688,119 votes for and 10,336,222 against, and approved the appointment of Grant Thornton LLP as the independent registered public accounting firm for 2025 with 228,301,261 votes for and 298,496 withheld. The filing is a shareholder-matters report with no financial results, guidance, or transaction terms. Item 8.01 states that a press release dated May 16, 2025 announcing the director elections and related matters is attached as Exhibit 99.1, and Exhibit 99.1 restates the same voting results.
The exhibit also includes the Company's standard business description, describing it as an integrated solid waste services company serving approximately nine million customers across 46 U.S. states and six Canadian provinces. For investors, the meeting outcome shows broad shareholder support for the board and the executive pay program, though Say-on-Pay drew around 10.3 million votes against, and the Company stated that final voting results will be filed with the SEC and Canadian securities regulators.
02—Key points
Key Highlights
- All eight director nominees were elected at the May 16, 2025 annual meeting, including Andrea E. Bertone, Edward E. "Ned" Guillet, Michael W. Harlan, Elise L. Jordan, Cherylyn Harley LeBon, Susan "Sue" Lee, Ronald J. Mittelstaedt, and Carl D. Sparks.
- Director support ranged from 93.74% (Edward E. Guillet) to 99.17% (Cherylyn Harley LeBon and Carl D. Sparks) of votes cast, as stated in Exhibit 99.1.
- Shareholders approved the non-binding advisory Say-on-Pay proposal on named executive officer compensation, with 210,688,119 votes for and 10,336,222 votes against.
- Shareholders approved the appointment of Grant Thornton LLP as the independent registered public accounting firm for 2025, with 228,301,261 votes for and 298,496 withheld.
- Shareholders authorized the Board of Directors to fix the independent auditor's remuneration.
- Exhibit 99.1 is a press release dated May 16, 2025 that repeats the voting results and describes the Company as serving approximately nine million customers across 46 U.S. states and six Canadian provinces.
- The Company stated that final voting results will be filed with the SEC and Canadian securities regulators.
03—Questions
Frequently Asked Questions
Were all of the board nominees elected?
Yes. The filing states that all eight director nominees were elected, and each received a majority of the total votes cast in respect of his or her election, in accordance with the Company's majority voting policy. Each director serves until the next annual meeting or until a successor is elected or appointed.
How did shareholders vote on executive compensation?
Shareholders approved the named executive officer compensation on a non-binding, advisory (Say-on-Pay) basis. The vote was 210,688,119 for, 10,336,222 against, 513,125 abstained, and 7,062,291 broker non-votes.
Who is the independent auditor for 2025?
Shareholders approved the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for 2025, with 228,301,261 votes for and 298,496 withheld. The Board of Directors was authorized to fix the auditor's remuneration.
Did this filing report any financial results or transactions?
No. The filing reports the outcome of the annual shareholder meeting under Items 5.07 and 8.01. It contains no financial results, guidance, or transaction terms.
04—Continue