UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Securities Exchange Act of 1934 (Amendment

(Amendment No.     1 )

Filed by the Registrant  x                              Filed by a Party other than the Registrant   ¨

Check the appropriate box:

CASELLA WASTE SYSTEMS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Copies to:

Payment of Filing Fee (Check the appropriate box): x No fee required. o ¨ Fee computed on table below per Exchange Act Rules14a-6(i)(1) and 0-11.   (1) Title of each class of securities to which transaction applies:     (2) Aggregate number of securities to which transaction applies:     (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):         (4) Proposed maximum aggregate value of transaction:     (5) Total fee paid:   o ¨ Fee paid previously with preliminary materials. o ¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.   (1) Amount Previously Paid:     (2) Form, Schedule or Registration Statement No.:     (3) Filing Party:     (4) Date Filed:   REVISEDPRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION DATED SEPTEMBER 16, 2015   CASELLA WASTE SYSTEMS, INC. 25 Greens Hill Lane Rutland, Vermont 05701     NOTICE OF THE 20152016 ANNUAL MEETING OF STOCKHOLDERS To be Held on Friday,Thursday, November 6, 201517, 2016     The 20152016 Annual Meeting of Stockholders (the “2015“2016 Annual Meeting”) of Casella Waste Systems, Inc., a Delaware corporation (the “Company,” “we,” “us” or “our”), will be held on Friday,Thursday, November 6, 201517, 2016 at 10:00 a.m., Eastern Time, at The Mountain Top Inn & Resort,the Killington Grand Hotel, located at 195228 East Mountain Top Road, Chittenden,Killington, Vermont 05737,05751, to consider and act on the following matters:   1. To elect three Class IIII directors, each to serve for a term expiring at the 20182019 Annual Meeting of Stockholders;   2. To approve, in an advisory “say-on-pay” vote, the compensation of our named executive officers, as described in the “Compensation Discussion and Analysis,” executive compensation tables and accompanying narrative disclosures in this proxy statement;   3. To approve the Casella Waste Systems, Inc. 2016 Incentive Plan; 4. To ratify the appointment of McGladreyRSM US LLP, an independent registered public accounting firm, as our independent auditors for the fiscal year ending December 31, 2015;2016; and   4.5. To transact such other business as may properly come before the 20152016 Annual Meeting and any postponement, adjournment, rescheduling or continuation thereof. As you may be aware, we have received notice from JCP Investment Partnership, LP, a Texas limited partnership (“JCP”), which owns approximately 5% of the Company’s Class A common stock, expressing the intention of JCP to nominate three nominees for election to our Board of Directors at the 2015 Annual Meeting in opposition to the three (3) director candidates our Board of Directors has nominated. We do not endorse the election of any of such JCP nominees as director. You may receive proxy solicitation materials from JCP and/or other participants in its proxy solicitation (collectively, the “JCP Group”) or other persons or entities affiliated with the JCP Group, including an opposition proxy statement and proxy card. Please be advised that we are not responsible for the accuracy of any information provided by or relating to the JCP Group contained in any proxy solicitation materials filed or disseminated by the JCP Group or any other statements that they may otherwise make. Our Board of Directors does not endorse any of JCP’s nominees and unanimously recommends that you vote “FOR” each of the nominees proposed by our Board of Directors using only theWHITE proxy card or by following the instructions to vote your shares over the Internet, by telephone or in person at the 2015 Annual Meeting. Your Board of Directors strongly urges you NOT to sign or return any [COLOR] proxy card or voting instruction form that the JCP Group may send to you, even as a protest vote against the JCP Group or any of JCP’s nominees. Even a “WITHHOLD” vote with respect to JCP’s nominees on its [COLOR] proxy card will cancel any previously submittedWHITE proxy card vote. If you do sign a proxy card sent to you by the JCP Group, however, you have the right to change your vote by using the enclosedWHITE proxy card. Only the latest dated proxy card you vote will be counted. Your vote is important. Whether or not you expect to be present, please sign, date and return the enclosedWHITE proxy card in the pre-addressed envelope provided for that purpose as promptly as possible. No postage is required if mailed in the United States. In addition to voting by mailing in your proxy card, you may vote by Internet or telephone. The instructions for voting by Internet or telephone are provided on your proxy card. Stockholders of record of our Class A common stock and our Class B common stock at the close of business on September 18, 2015,29, 2016, the record date for the 20152016 Annual Meeting, are entitled to notice of, and to vote at, the 20152016 Annual Meeting or any adjournment thereof. Your vote is important regardless of the number of shares you own. If you are a stockholder of record, please vote in one of the following ways:   • Vote over the Internet or by Telephonegoing to the website of our tabulator, Computershare Trust Company, N.A., atwww.investorvote.com/CWST, byand following the instructions for Internet and telephone voting shown on the enclosedWHITE proxy card; or   • Vote by Telephone, by calling 1-800-652-VOTE (8683) and following the recorded instructions; or • Vote by Mail,, by completing and signing your enclosedWHITE proxy card and mailing it in the enclosed postage prepaid envelope. If you vote over the Internet or by telephone, please do not mail your proxy card. If your shares are held in “street name,” that is, held for your account by a bank, broker or other nominee, please use the enclosedWHITE voting instruction form for your shares to be voted by mail or telephone or over the Internet. All stockholders are invited to attend the 2016 Annual Meeting in person. You may obtain directions to the 20152016 Annual Meeting by contacting our Investor Relations Department at 1-802-775-0325. Whether or not you plan to attend the 20152016 Annual Meeting in person, we urge you to take the time to vote your shares. Please read the attached proxy statement in its entirety, as it contains important information you need to know to vote at the 20152016 Annual Meeting.   If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor: MacKenzie Partners, Inc., toll free at (800) 322-2885.   By order of the Board of Directors, September [      ], 2015 October 3, 2016 Rutland, Vermont John W. Casella Rutland, Vermont Chairman and Chief Executive Officer ALL STOCKHOLDERS ARE INVITED TO ATTEND THE 2015 ANNUAL MEETING IN PERSON. WHETHER OR NOT YOU EXPECT TO ATTEND THE 2015 ANNUAL MEETING, WE RESPECTFULLY URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED WHITE PROXY CARD AS PROMPTLY AS POSSIBLE. STOCKHOLDERS WHO EXECUTE A PROXY CARD MAY NEVERTHELESS ATTEND THE 2015 ANNUAL MEETING, REVOKE THEIR PROXY AND VOTE THEIR SHARES IN PERSON. “STREET NAME” STOCKHOLDERS WHO WISH TO VOTE THEIR SHARES IN PERSON WILL NEED TO OBTAIN A LEGAL PROXY FROM THE BANK, BROKER OR OTHER NOMINEE IN WHOSE NAME THEIR SHARES ARE REGISTERED. IMPORTANTSTATEMENT Your vote at this year’s Annual Meeting is especially important, no matter how many or how few shares you own. Please sign and date the enclosedWHITE proxy card and return it in the enclosed postage-paid envelope promptly. THE BOARD STRONGLY URGES YOUNOT TO SIGN OR RETURN ANY [COLOR] PROXY CARD OR VOTING INSTRUCTION FORM THAT YOU MAY RECEIVE FROM THE JCP GROUP OR ANY PERSON OTHER THAN THE COMPANY EVEN AS A PROTEST VOTE AGAINST THE JCP GROUP OR ANY OF JCP’S NOMINEES. Any [COLOR] proxy card you sign and return from the JCP Group for any reason could invalidate previousWHITE proxy cards sent by you to support the Company’s BoardTable of Directors. Only your latest dated, signed proxy card or voting instruction form will be counted. Any proxy may be revoked at any time prior to its exercise at the 2015 Annual Meeting as described in this proxy statement.Contents   IMPORTANT! PLEASE VOTE THE WHITE PROXY CARD TODAY! WE URGE YOU NOT TO SIGN ANY [COLOR] PROXY CARD OR VOTING INSTRUCTION FORM SENT TO YOU BY THE JCP GROUP Remember, you can vote your shares by telephone or via the Internet. Please follow the easy instructions on the enclosed WHITE proxy card. If you have any questions or need assistance in voting your shares, please contact our proxy solicitor:   105 Madison Avenue New York, New York 10016 (212) 929-5500 (Call Collect) or Call Toll-Free (800) 322-2885 Email: proxy@mackenziepartners.com PROXY STATEMENT Table of Contents      Page TIME, DATE AND PLACE OF 20152016 ANNUAL MEETING   1    PURPOSES OF THE 2015 ANNUAL MEETINGPROXY SUMMARY   2    PURPOSES OF THE 2016 ANNUAL MEETING 6 IMPORTANT INFORMATION ABOUT THE 2016 ANNUAL MEETING AND VOTING    2 7    BACKGROUNDBOARD OF THE CONTESTED SOLICITATIONDIRECTORS    15 14    BOARD OF DIRECTORSCORPORATE GOVERNANCE   19    CORPORATE GOVERNANCE 25 EXECUTIVE AND DIRECTOR COMPENSATION AND RELATED MATTERS    34 28    OWNERSHIP OF OUR COMMON STOCK    50 51    PROPOSAL 1 — ELECTION OF DIRECTORS    54 55    PROPOSAL 2 — ADVISORY VOTE ON EXECUTIVE COMPENSATION    56 57    PROPOSAL 3 — APPROVAL OF CASELLA WASTE SYSTEMS, INC. 2016 INCENTIVE PLAN 59 PROPOSAL 4 — RATIFICATION OF THE SELECTIONAPPOINTMENT OF INDEPENDENT AUDITORS    58 71    STOCKHOLDER PROPOSALS AND NOMINATIONS FOR THE 20162017 ANNUAL MEETING OF STOCKHOLDERS    59 73    HOUSEHOLDING OF ANNUAL MEETING MATERIALS    60 74    OTHER MATTERS    60 74 APPENDIX A— CASELLA WASTE SYSTEMS, INC. 2016 INCENTIVE PLAN A-i    i REVISED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION DATED SEPTEMBER 16, 2015 CASELLA WASTE SYSTEMS, INC. 25 Greens Hill Lane Rutland, Vermont 05701 PROXY STATEMENT for the 20152016 ANNUAL MEETING OF STOCKHOLDERS To be held on Friday,Thursday, November 6, 201517, 2016     TIME, DATE AND PLACE OF 20152016 ANNUAL MEETING This proxy statement and the enclosedWHITE proxy card are being furnished to you in connection with the solicitation of proxies by Casella Waste Systems, Inc.’s (the “Company,” “we,” “us” or “our”) Board of Directors (the “Board”), for use at the 20152016 Annual Meeting of Stockholders to be held on Friday,Thursday, November 6, 201517, 2016 at 10:00 a.m., Eastern Time, at The Mountain Top Inn & Resort,the Killington Grand Hotel, located at 195228 East Mountain Top Road, Chittenden,Killington, Vermont 05737,05751, and at any adjournments, postponements, continuations or reschedulings thereof (the “Annual Meeting” or “2015“2016 Annual Meeting”), pursuant to the enclosed Notice of the 20152016 Annual Meeting. The Notice of the 20152016 Annual Meeting, this proxy statement, the accompanyingWHITE proxy card and our TransitionAnnual Report to Stockholders for the transition period from May 1, 2014 tofiscal year ended December 31, 20142015 (the “2014 Transition“2015 Annual Report”), are being mailed to stockholders on or about September [ • ], 2015.October 7, 2016. Stockholders should review the information provided herein in conjunction with our 2014 Transition2015 Annual Report that accompanies this proxy statement. Our principal executive offices are located at 25 Greens Hill Lane, Rutland, Vermont 05701, and our telephone number is (802) 775-0325.   IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS For the 2016 Annual Meeting of Stockholders to be Held on Thursday, November 17, 2016 The proxy materials, which include this proxy statement, a proxy card and our 2015 Annual Report are available for viewing, printing and downloading atwww.casella.com/2016AnnualMeeting. A copy of our Annual Report on Form 10-K (including financial statements and schedules) for the fiscal year ended December 31, 2015, as filed with the Securities and Exchange Commission (the “SEC”), except for exhibits, will be furnished without charge to any stockholder upon oral or written request to Casella Waste Systems, Inc., Attn: Investor Relations, 25 Greens Hill Lane, Rutland, Vermont 05701, Telephone: 1-802-775-0325. This proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 are also available on the SEC’s website atwww.sec.gov. PROXY SUMMARY This summary highlights information that is contained elsewhere in this proxy statement and does not include all of the information that you should consider. You should read the entire proxy statement carefully before voting. 2016 Annual Meeting of Stockholders IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALSDate and Time     Thursday, November 17, 2016 at 10:00AM Location Killington Grand Hotel, 228 East Mountain Rd., Killington, VT 05751 Record Date September 29, 2016 Voting Matters and Board Recommendations          Item      Proposal    Board Recommendation      Page Number            1            Elect three Class I Directors      For    55          2            Approve, in an advisory “say-on-pay” vote, named executive officer compensation      For    57          3            Approve Casella Waste Systems, Inc. 2016 Incentive Plan      For    59          4            Ratify the appointment of RSM US LLP as the Company’s independent auditors for the fiscal year ending December 31, 2016      For    71          5            Transact other business that properly comes before the meeting             2016 Nominees for the Board of Directors  Name Age Principal Occupation Committee Memberships  Michael K. Burke 58 CFO, EndoGastric Solutions •    Audit •    Nominations and Governance James F. Callahan, Jr. 72 Retired •    Audit (Chair) •    Nominations and Governance Douglas R. Casella 60 Vice Chairman, Casella Waste Systems Company Performance Highlights and Execution Against Strategic Plan Over the last several years, the Company has performed well against our key strategic initiatives, with this solid execution translating to strong stockholder value creation in the fiscal year ended December 31, 2015 (“fiscal 2015”). Strong execution of fiscal 2018 strategic plan (“Fiscal 2018 Plan”) Increase landfill returns Drive collection Forprofitability Create value  through Resource Solutions Improve balance sheet & reduce risk •   Maximize annual capacity utilization in our Western Region and drive pricing in the disposal capacity constrained markets in our Eastern Region. •   Target profitable revenue growth, operating efficiencies, and selling or swapping under-performing routes or operations. •   Our Recycling, Organics, and Customer Solutions groups provide value-added resource services to help our customers meet their sustainability goals. •   Deploy capital in a disciplined manner and focus on debt repayment with excess cash flows.   •   Annual Meeting of Stockholders to be Held on Friday, November 6, 2015landfill volumes up +843,000 (or +23.7%) since fiscal 2013.   The proxy materials, which include this proxy statement, a WHITE proxy card and our 2014 Transition Report are available for viewing, printing and downloading at http://www.ViewOurMaterial.com/CWST.•   Average landfill price per ton up +3.4% since fiscal 2013.   A copy•   Received important landfill expansions in early 2016 at Ontario, Chemung and Hyland landfills. •   Collection pricing growth of our Transition Report on Form 10-KT (including financial statements+3.9% in fiscal 2015 and schedules)+5.3% for the transition period12 months ended 6/30/16. •   Cost of operations as a % of collection revenues down -540 bps from May 1,fiscal 2014 to the 12 months ended 6/30/16. •   Introduced SRA fee in fiscal 2015 to substantially reduce commodity volatility. •   Recycling operating income up +1,485% from fiscal 2014 to the 12 months ended 6/30/16, commodity prices down-22% over same period.(1) •   Divested or closed non-core operations. •   Disciplined capital strategy & increased hurdle rates. •   Reduced total debt by $29.6 million from 3/31/15 to 6/30/16, while reducing consolidated leverage ratio over the same period.   (1) Operating income for the Recycling line-of-business excludes inter-company management fees from both comparative periods. (2) Peer stocks include: Covanta Holding Corporation, Progressive Waste Solutions Ltd., Republic Services, Inc., Waste Connections, Inc. and Waste Management, Inc. Performance is measured as total shareholder return from December 31, 2014 to December 31, 2014, as filed with the Securities and Exchange Commission (the “SEC”), except for exhibits, will be furnished without charge to any stockholder upon oral or written request to Casella Waste Systems, Inc., Attn: Investor Relations, 25 Greens Hill Lane, Rutland, Vermont 05701, Telephone: 1-802-775-0325.2015. Executive Compensation Highlights The Company maintains an executive compensation program that reflects our corporate strategy and short- and long-term business objectives and that provides performance-based pay that aligns the interests of our executives with those of our stockholders. Our stockholders have shown their support for our executive compensation program as evidenced by a 97% favorable “say-on-pay” vote at our 2015 Annual Meeting of Stockholders. Our Compensation Committee periodically reviews our executive compensation program to ensure continued alignment with our philosophy, corporate strategy, and business objectives. As a result of the Compensation Committee’s review in fiscal 2015 and the concurrent refresh of our strategic plan, we made several key changes to our executive pay practices for the fiscal year ending December 31, 2016 (“fiscal 2016”) in order to further align pay with Company performance and to ensure continued alignment of executive pay with our corporate strategy. These changes, which include a shift to more performance-based pay elements, are described in our Compensation Discussion and Analysis. The change in the overall mix of pay for our Chief Executive Officer is illustrated in the following charts:   This proxy statement and (1) While our Transition Report on Form 10-KTCompensation Committee approved the majority of its planned changes to the Company’s executive compensation program in early 2016, the planned updates to long-term incentive compensation for executive officers will only be implemented after the Company receives stockholder approval for the transition periodCompany’s 2016 Incentive Plan at the 2016 Annual Meeting. If our stockholders approve the 2016 Incentive Plan, our Compensation Committee plans to shift long-term incentive compensation for executive officers from May 1, 2014the current program that only includes time-vested restricted stock units (“RSUs”), to December 31, 2014a new program that includes 75% in the form of performance-based stock units (“PSUs”), which are also availableexpected to vest based upon the Company’s achievement of Free Cash Flow and Adjusted EBITDA targets based on our Fiscal 2018 Plan with a multiplier based upon the SEC’s websiteRelative Total Shareholder Return (“Relative TSR”) in relation to the Russell 2000 Index, and 25% in the form of RSUs. We employ a number of “best practices” with respect to executive compensation design: ü       Balance of short- and long-term incentive compensation; favors longer term ü       Majority of named executive officer pay is performance-based ü       Caps on named executive officer bonus payments ü       Limited use of perquisites ü       Executive officer and director stock ownership guidelines ü       Double-trigger equity vesting at www.sec.gov.change in control in our 2016 Incentive Plan ü       Clawback policy with respect to cash and equity incentive-based compensation ü       Anti-hedging policy ü       Commitment to no longer provide excise tax gross-ups in future employment agreements ü       Independent Compensation Committee advisor Approval of Casella Waste Systems, Inc. 2016 Incentive Plan In the opinion of our Board, the future success of our company depends, in large part, on our ability to maintain a competitive position in attracting, retaining and motivating key employees with experience and ability – periodic equity awards as part of a competitive compensation package are an important factor in enabling us to do so. On September 29, 2016, our Board adopted, subject to stockholder approval, the Casella Waste Systems, Inc. 2016 Incentive Plan (“2016 Incentive Plan”) to replace our 2006 Stock Incentive Plan, which expires on October 9, 2016. The 2016 Incentive Plan would allow for the issuance of up to 2,250,000 shares of Class A common stock and up to an additional 2,722,884 shares of Class A common stock, which is equal to the sum of the number of shares of Class A common stock reserved for issuance under the 2006 Stock Incentive Plan that remain available for grant immediately prior to the expiration of the 2006 Stock Incentive Plan and the number of shares of Class A common stock subject to awards granted under the 2006 Stock Incentive Plan that expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by us. As of August 31, 2016, the number of shares of Class A common stock that remain available for grant under the 2006 Stock Incentive Plan was 646,081, and the number of shares of Class A common stock subject to awards granted under the 2006 Stock Incentive Plan was 2,101,625. We believe that the 2016 Incentive Plan represents best practices from a corporate governance perspective. Key features include: ü       No “Evergreen” Provision ü       No Liberal Share Counting ü       No repricing of stock options or stock appreciation rights ü       No discounted stock options or stock appreciation rights ü        “Double-trigger” vesting upon change in control ü       No liberal change in control definition ü       Material amendments require stockholder approval ü       Administered by an independent committee ü       Minimum vesting requirements ü       Clawback policy PURPOSES OF THE 20152016 ANNUAL MEETING At the 20152016 Annual Meeting, our stockholders will consider and vote upon the following matters:   1. To elect three Class IIII directors, each to serve for a term expiring at the 20182019 Annual Meeting of Stockholders;   2. To approve, in an advisory “say-on-pay” vote, the compensation of our named executive officers, as described in the “Compensation Discussion and Analysis,” executive compensation tables and accompanying narrative disclosures in this proxy statement;   3. To approve the Casella Waste Systems, Inc. 2016 Incentive Plan; 4. To ratify the appointment of McGladreyRSM US LLP, an independent registered public accounting firm, as our independent auditors for the fiscal year ending December 31, 2015;2016; and   4.5. To transact such other business as may properly come before the 20152016 Annual Meeting and any postponement, adjournment, rescheduling or continuation thereof. All proxies will be voted in accordance with the instructions contained in those proxies. Unless contrary instructions are indicated on the enclosed proxy, all shares of our Class A and Class B common stock represented by valid proxies received pursuant to this solicitation (and that have not been revoked in accordance with the procedures set forth herein) will be voted (a) “FOR” the election of all three director nominees nominated by our Board as set forth in this proxy statement, (b) “FOR” the approval, on an advisory basis, of the compensation of our named executive officers, (c) “FOR” the approval of the Casella Waste Systems, Inc. 2016 Incentive Plan; (d) “FOR” the ratification of the appointment of McGladreyRSM US LLP as our independent auditors for the fiscal year ending December 31, 2015,2016, and (d)(e) in the discretion of the persons named on theWHITE proxy card in connection with any other business that may properly come before the 20152016 Annual Meeting and any adjournments, postponements, reschedulings or continuations thereof, subject to compliance with Rule 14a-4(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). At this time, except as otherwise disclosed in this proxy statement, the Board knows of no other business that may properly come before the 20152016 Annual Meeting; however, if other matters properly come before the 20152016 Annual Meeting, it is intended that the persons named in the proxy will vote thereon in accordance with their best judgment. IMPORTANT INFORMATION ABOUT THE 2016 ANNUAL MEETING AND VOTING   Q. Will there be a proxy contest at the 2015 Annual Meeting? A. We have received a notice from JCP Investment Partnership, LP, a Texas limited partnership (“JCP”), which owns approximately 5% of our Class A common stock, expressing its intention to nominate three (3) nominees for election as directors at the 2015 Annual Meeting in opposition to the three (3) director candidates your Board has nominated. Your Board does not endorse the election of any of JCP’s nominees as director. You may receive proxy solicitation materials from JCP and/or the other members of its proxy solicitation group (collectively, the “JCP Group”), including an opposition proxy statement or proxy card. Please be advised that we are not responsible for the accuracy of any information provided by or relating to the JCP Group contained in any proxy solicitation materials filed or disseminated by the JCP Group or any other statements that they may otherwise make. You may receive multiple mailings from the JCP Group. You will also likely receive multiple mailings from the Company prior to the date of the 2015 Annual Meeting, so that our stockholders have 2 our latest proxy information and materials to vote. Proxy cards provided by the Company will beWHITE. Please see “What should I do if I receive a proxy card from the JCP Group?” and “What does it mean if I receive more than oneWHITE proxy card or voting instruction form?” below for more information. In selecting the director nominees that we are proposing for election in this proxy statement, your Board has focused on selecting board candidates it believes are highly qualified and who have relevant waste management industry and public company leadership experience, as well as other experiences and qualifications, who will work together constructively with a focus on enhancing our oversight, commitment to operational excellence, financial strength and stockholder value. Your Board is pleased to nominate for election as directors the three (3) persons named in Proposal No. 1 in this proxy statement and on the enclosedWHITE proxy card,John W. Casella, William P. Hulligan and James E. O’Connor. Our Board does not endorse any of JCP’s nominees and unanimously recommends that you vote “FOR” each of the nominees proposed by the Board using theWHITE proxy card or by following the instructions for voting over the Internet, by telephone or in person at the 2015 Annual Meeting. Our Board strongly urges you NOT to sign or return any [COLOR] proxy card sent to you by the JCP Group. If you have previously submitted a [COLOR] proxy card sent to you by the JCP Group, you can revoke that proxy and vote for our Board’s nominees and on the other matters to be voted on at the 2015 Annual Meeting by casting a later-dated vote using the enclosedWHITE proxy card or voting over the Internet, by telephone or in person at the 2015 Annual Meeting. Only the latest dated, valid proxy you submit will be counted. Q. What should I do if I receive a proxy card from the JCP Group? A. Our Board does not endorse any JCP nominee and strongly urges you NOT to sign or return any proxy card or voting instruction form that you may receive from the JCP Group or any person other than the Company, even as a protest vote against the JCP Group or any of JCP’s nominees. Voting to “WITHHOLD” with respect to any of JCP’s nominees on its proxy card is not the same as voting for our Board’s nominees because a vote to “WITHHOLD” with respect to any of JCP’s nominees on its proxy card will revoke any proxy you previously submitted 3 and thus you will cancel any proxy previously given to the Company. If you previously signed a proxy card sent to you by the JCP Group, you can change or revoke that proxy and vote for the Board’s nominees by (i) visiting the website noted on theWHITE proxy card to submit your vote over the Internet, (ii) using the telephone number on theWHITE proxy card to submit your vote telephonically, (iii) signing, dating and returning theWHITE proxy card in the enclosed envelope to vote by mail, or (iv) attending the 2015 Annual Meeting to vote in person. Only your latest dated, valid proxy or vote will be counted at the 2015 Annual Meeting. Any proxy may be changed or revoked at any time prior to its exercise at the 2015 Annual Meeting by following the instructions under “Can I change my vote or revoke my proxy?” below. If you need assistance changing or revoking your vote, please call the Company’s proxy solicitor, MacKenzie Partners, Inc., toll free at (800) 322-2885. Q. Why did I receive these proxy materials? A. A. We are providing these proxy materials to you in connection with the solicitation by our Board of proxies to be voted at the 20152016 Annual Meeting, to be held at The Mountain Top Inn & Resort,the Killington Grand Hotel, located at 195228 East Mountain Top Road, Chittenden,Killington, Vermont 05737,05751, on Friday,Thursday, November 6, 201517, 2016 at 10:00 a.m., Eastern Time. As a stockholder of record of the Company, you are invited to attend the 2015 Annual Meeting and you are entitled and requested to vote on the proposals described in this proxy statement. Q. What is included in the proxy materials? A. A. The proxy materials include this proxy statement, aWHITE proxy card and our 2014 Transition2015 Annual Report, which includes our TransitionAnnual Report on Form 10-KT10-K for the transition period from May 1, 2014 tofiscal year ended December 31, 2014.2015. Q. What are the recommendations of the Board? A. Our Board unanimously recommends that you vote your shares in accordance with the instructions on yourWHITE proxy card as follows: • “FOR” the election of the three class III directors nominated by our Board as set forth in this proxy statement; • “FOR” the approval, in an advisory “say-on-pay” vote, of the compensation of our named executive officers; and • “FOR” the ratification of the appointment of McGladrey LLP as our independent auditors for the fiscal year ending December 31, 2015. Our Board strongly urges you NOT to sign or return any [COLOR] proxy card sent to you by the JCP Group. “FOR” the election of the three class I directors nominated by our Board as set forth in this proxy statement; “FOR” the approval, in an advisory “say-on-pay” vote, of the compensation of our named executive officers; “FOR” the approval of the Casella Waste Systems, Inc. 2016 Incentive Plan; and “FOR” the ratification of the appointment of RSM US LLP as our independent auditors for the fiscal year ending December 31, 2016. 4 Q. Who can vote at the 20152016 Annual Meeting and what are the voting rights of such stockholders? A. Our Board fixed September 18, 201529, 2016 as the record date for the 20152016 Annual Meeting. If you were a stockholder of record on the record date, you are entitled to vote (in person or by proxy) all of the shares that you held on that date at the 20152016 Annual Meeting and at any postponement, adjournment, rescheduling or continuation thereof. On the record date, we had 40,500,202 shares of Class A common stock outstanding (each of which entitles its holder to one vote per share) and 988,200 shares of Class B common stock outstanding (each of which entitles its holder to 10 votes per share). Unless indicated otherwise, in this proxy statement, we refer to our Class A common stock and our Class B common stock together as our common stock. Holders of our common stock do not have cumulative voting rights. No securities other than our Class A common stock and Class B common stock are entitled to vote at the 2016 Annual Meeting. Only stockholders of record on September 29, 2016 are entitled to notice of, and to vote at, the 2016 Annual Meeting. On the record date, we had [•] shares of Class A common stock outstanding (each of which entitles its holder to one vote per share) and [• ] shares of Class B common stock outstanding (each of which entitles its holder to 10 votes per share). Unless indicated otherwise, in this proxy statement, we refer to our Class A common stock and our Class B common stock together as our common stock. Holders of our common stock do not have cumulative voting rights. No securities other than our Class A common stock and Class B common stock are entitled to vote at the 2015 Annual Meeting. Only stockholders of record on September 18, 2015 are entitled to notice of, and to vote at, the 2015 Annual Meeting. Q. How do I vote? A. A. You If your shares are registered directly in your name, you may vote three ways:   (1) Over the Internet: ReferGo to the website of our tabulator, Computershare Trust Company, N.A., at www.investorvote.com/CWST. Use the vote control number printed on your enclosedWHITEproxy card or voting instruction form forinstructions on voting your shares over theInternet, which will include the website and thecontrol number to access your account and voteyourvote your shares. You must specify how you want yoursharesyour shares voted or your Internet vote cannot becompletedbe completed and you will receive an error message.Yourmessage. Your shares will be voted according to your instructions. You must submit your Internet proxy before 11:59 p.m., Eastern Time, on Wednesday, November 16, 2016, the day before the 2016 Annual Meeting, for your proxy to be valid and your vote to count.   (2) By Telephone: Refer toCall 1-800-652-VOTE (8683), toll free from the enclosedWHITEproxy card or voting instruction form forinstructions on voting your shares by telephone,which will include a toll-free number for theUnitedUnited States, Canada and Puerto Rico, and the control number to access your account. Simplyfollowfollow the recorded instructions. You must specifyhowspecify how you want your shares voted and confirm yourvoteyour vote at the end of the call or your telephone votecannotvote cannot be completed. Your shares will be votedaccordingvoted according to your instructions. You must submit your telephonic proxy before 11:59 p.m., Eastern Time, on Wednesday, November 16, 2016, the day before the 2016 Annual Meeting, for your proxy to be valid and your vote to count.   (3) By Mail: If you received your proxy materials bymail, complete and sign yourWHITEproxy cardor voting instruction form and mail it to Computershare Trust Company, N.A. in theenclosedthe postage prepaid envelope we provided sothat it is receivedprovided. Computershare Trust Company, N.A. must receive the proxy card by Wednesday, November 5, 2015,16, 2016, the daybeforeday before the 20152016 Annual Meeting, for your proxy to be sure it isreceived in timevalid and your vote to count. Your shares will be voted according to your instructions.   (4) In Person at the Meeting: If you attend the 20152016 Annual Meeting, you may deliver your completed 5 proxy card in person or you may vote bycompletingby completing a ballot, which we will provide to youatyou at the 20152016 Annual Meeting.   A. If your shares are held in “street name,” meaning they are held for your account by a bank, broker or other nominee, you may vote:   (1) Over the Internet or by Telephone:You will receive instructions from your bank, broker or other nominee if they permit Internet or telephone voting. You should follow those instructions.   (2) By Mail: You will receive instructions from your bank, broker or other nominee explaining how you can vote your shares by mail. You should follow those instructions. (3) In Person at the Meeting: Contact your bank, broker or other nominee who holds your shares to obtain a broker’s legal proxy and bring it with you to the 2016 Annual Meeting. A broker’s legal proxy is not the form of proxy enclosed with this proxy statement.You will not be able to vote shares you hold in streetname through a bank, broker or other nominee in person at the 20152016 Annual Meeting unless you have a legal proxy from that bank, broker or other nominee issued in your name giving you the right to vote your shares. Q. How will my shares be voted ifI do not return my proxy or do not provide specific votinginstructions in the WHITEproxy card or voting instruction form that I submit? A. If your shares are registered directly in your name,your shares will not be voted if you do not vote over the Internet, by telephone, by returning your proxy or by ballot at the 20152016 Annual Meeting. If you submit aWHITE proxy card without giving specific votinginstructions on one or more matters listed in the notice for the meeting, your shares will be voted as recommended by our Board on such matters, and as the proxyholders may determine in their discretion how to vote with respect to any other matters properly presented for a vote at the 20152016 Annual Meeting, subject to compliance with Rule 14a-4(c) of the Exchange Act. If your shares are held in street name at a broker, yourbroker may under certain circumstances vote your shares on “routine” matters if you do not timely provide voting instructions in accordance with the instructions provided by them. However, if you do not provide timely instructions, your broker does not have the authority to vote on any “non-routine” proposals at the 2015 Annual Meeting and a “broker non-vote” would occur. Because the 2015 Annual Meeting will be the subject of a contested solicitation, all proposals at the 2015 Annual Meeting are considered “non-routine” and therefore your bank, broker or other nominee does not have the authority to vote on a proposal at the 2015 Annual Meeting if you do not provide voting instructions with respect to such proposal. Q. How will my shares be voted ifI mark “Abstain” on my proxy card? A. We will count a properly executed WHITE proxy cardmarked “Abstain” as present for purposes of determining whether a quorum is present, but abstentions will not be counted as votes cast for or against any given matter. Q. Can I change my vote orrevoke my proxy? A. If your shares are registered directly in your name, youmay revoke your proxy or change your vote at any time before the 2015 Annual Meeting. To do so, you must do one of the following: (1) Vote over the Internet or by telephone asinstructed above. Only your latest Internet ortelephone vote is counted. 6 If your shares are held in street name at a broker, your broker may under certain circumstances vote your shares on “routine” matters if you do not timely provide voting instructions in accordance with the instructions provided by them. However, if you do not provide timely instructions, your broker does not have the authority to vote on any “non-routine” proposals at the 2016 Annual Meeting and a “broker non-vote” would occur. (2) Sign a new proxy and mail it as instructed above. Only your latest dated, valid proxy received will be counted. (3) Attend the 2015 Annual Meeting, request that your proxy be revoked and vote in person as instructed above. Attending the 2015 Annual Meeting will not revoke your Internet vote, telephone vote or proxy, as the case may be, unless you specifically request it. If your shares are held in street name, you may submit a new, later-dated voting instruction form or contact your bank, broker or other nominee. You may also vote in person at the 2015 Annual Meeting if you obtain a legal proxy as described in the answer to the question above entitled “How do I vote?”. If you have previously signed a proxy card sent to you by the JCP Group, you may change your vote by marking, signing, dating and returning the WHITE proxy card or by voting by telephone, via the Internet or in person at the 2015 Annual Meeting. Only the latest dated, valid proxy that you submit will be counted. Submitting a proxy card sent to you by the JCP Group will revoke votes you have previously made via the Company’s WHITE proxy card. Q. What effect do broker non-votes have on the proposals? A. If you hold shares through an account with a broker, the voting of the shares by such broker when you do not provide voting instructions is governed by theUnder applicable stock exchange rules, of the New York Stock Exchange (the “NYSE”). In uncontested solicitations, these rules allow brokers tomay vote shares in their discretion on “routine” matters for which their customers do not provide voting instructions. Oninstructions; however, on matters considered “non-routine,” brokers may not vote shares without yourtheir customers’ instruction. Shares that are voted on “routine” proposals by brokers but not on those proposals deemed “non-routine” are referred to as “broker non-votes” with respect to the “non-routine” proposals. The election of directors (Proposal 1), the advisory “say-on-pay” vote (Proposal 2) and the approval of the Casella Waste Systems, Inc. 2016 Incentive Plan (Proposal 3) are “non-routine” matters. The ratification of the appointment of our independent auditors (Proposal 4) is a “routine” matter. We encourage you to provide voting instructions to your bank, broker or other nominee by giving your proxy to them. This ensures that your shares will be voted at the 2016 Annual Meeting according to your instructions. When a matter to Q.   How will my shares be voted if I mark “Abstain” on atmy proxy card? A. We will count a stockholders meetingproperly executed proxy card marked “Abstain” as present for purposes of determining whether a quorum is the subject of a contested solicitation, under applicable rules of the NYSE, brokers do not have discretion to vote shares that they hold in their name on behalf of the beneficial holders. Because JCP has submitted a notice of its intent to nominate directors, the 2015 Annual Meeting will be the subject of a contested solicitation and therefore if you hold your shares in the name of your bank, broker or other nominee (sometimes called “street name” or “nominee name”) and you do not provide your bank, broker or other nominee with specific instructions regarding how to vote on a proposal to be voted on at the 2015 Annual Meeting, your bank, broker or other nominee 7 present, but abstentions will not be permitted tocounted as votes cast for or against any given matter. Q.   Can I change my vote your shares on that proposal. or revoke my proxy? A. Please note that if your shares are held in “street name” and you want your vote to be counted on any of the proposals to be considered at the 2015 Annual Meeting, including the election of directors, you must instruct your bank, broker or other nominee how to vote your shares. If you do not provide voting instructions with respect to a proposal to be considered at the 2015 Annual Meeting, no votes will be cast on your behalf by your bank, broker or other nominee with respect to such proposal. Q. What does it mean if I receive more than oneWHITE proxy card or voting instruction form? A. It generally means your shares are registered differentlydirectly in your name, you may revoke your proxy or are in more thanchange your vote at any time before the 2016 Annual Meeting. To do so, you must do one account. To ensure that all of the following: (1) Vote over the Internet or by telephone as instructed above. Only your shares are voted, please vote using eachWHITE proxy card or voting instruction form you receive or, if you vote bylatest Internet or telephone you will need to enter each ofvote is counted. You may not change your Control Numbers. Remember, you may vote by telephone,over the Internet or by signing, dating and returning theWHITE proxy card in the postage-paid envelope provided, or by voting by ballot at the Annual Meeting.telephone after 11:59 p.m., Eastern Time, on Wednesday, November 16, 2016.   (2) Sign a new proxy and mail it as instructed above. Only your latest dated, valid proxy received by Computershare Trust Company, N.A. by Wednesday, November 16, 2016 will be counted. As previously noted, JCP has provided us with a notice indicating that it intends to nominate three (3) nominees for election as directors at the 2015 Annual Meeting in opposition to the three (3) director candidates nominated by the Board. As a result, you may receive proxy cards from both the Company and the JCP Group. To ensure that stockholders have the Company’s latest proxy information and materials to vote, the Board may conduct multiple mailings prior to the date of the 2015 Annual Meeting, each of which will include aWHITE proxy card. The Board encourages you to vote eachWHITE proxy card you receive.

If your shares are held in street name, you may submit a new, later-dated voting instruction form or contact your bank, broker or other nominee. You may also vote in person at the 2016 Annual Meeting if you obtain a legal proxy as described in the answer to the question above entitled “How do I vote?”.

The three (3) nominees for director receiving the highest number of votes FOR election will be elected as Class I directors.Proposal 1 is a non-routine matter. Pursuant to our majority vote resignation policy included in the Company’s Corporate Governance Guidelines, any nominee who is an incumbent director and who does not receive more votes “for” his or her election than votes “withheld” from his or her election in an uncontested election of directors would be required to offer his or her resignation to the Board.

If a stockholder does not vote for the election of directors because the authority to vote is withheld, because a proxy is not returned, because the broker holding the shares does not vote, or because of some other reason, the shares will not count in determining the total number of votes for each nominee. Proxies signed and returned to the Company unmarked will be voted FOR the three (3) nominees (James F. Callahan, Jr., Douglas R. Casella and Michael K. Burke).

If your shares are held by a bank, broker or other nominee in street name and you do not vote your shares, your bank, broker or other nominee cannot vote your shares on Proposal 1. In this regard, please note that brokers may not vote on the election of directors in the absence of specific client instructions. Those who hold shares in a brokerage account are encouraged to provide voting instructions to their broker. Votes that are not returned, withheld or broker non-votes will have no effect on the outcome of the election. In this regard, shares held in street name by banks, brokers or other nominees who indicate on their proxies that they do not have authority to vote the shares on Proposal 1 will not be counted as votes FOR or WITHHELD from any nominee and will be treated as broker non-votes.

Votes that are withheld will not be included in the vote tally for the election of directors and will not affect the results of the vote.

With respect to Proposal 1, you may:

Proposal 2—Advisory “Say-on-Pay” Vote on the Compensation of Our Named Executive Officers

To approve Proposal 2, the holders of shares of Class A common stock and Class B common stock, voting together as a class, representing a majority of the votes cast on the matter must vote FOR the proposal.Proposal 2 is a non-routine matter. Therefore, if your shares are held by a bank, broker or other nominee in street name and you do not vote your shares, your bank, broker or other nominee cannot vote your shares on Proposal 2. Shares held in street name by banks, brokers or other nominees who indicate on their proxies that they do not have authority to vote the shares on Proposal 2 will not be counted as votes FOR or AGAINST Proposal 2 and will be treated as broker non-votes. Broker non-votes will have no effect on the voting on Proposal 2. If you vote to ABSTAIN on this Proposal 2, your shares will not be voted FOR or AGAINST the proposal and will not be counted as votes cast or shares withheld on Proposal 2. Voting to ABSTAIN will have no effect on the voting on Proposal 2.

As an advisory vote, this proposal is not binding. The outcome of this advisory vote will not overrule any decision by us or our Board (or any committee thereof). However, the Compensation Committee of our Board and our Board value the opinions expressed by our stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our named executive officers.

Proposal 3—Approval of Casella Waste Systems, Inc. 2016 Incentive Plan

To approve Proposal 3, the holders of shares of Class A common stock and Class B common stock, voting together as a class, representing a majority of the votes cast on the matter must vote FOR the proposal.Proposal 3 is a non-routine matter. Therefore, if your shares are held by a bank, broker or other nominee in street name and you do not vote your shares, your bank, broker or other nominee cannot vote your shares on Proposal 3. Shares held in street name by banks, brokers or other nominees who indicate on their proxies that they do not have authority to vote the shares on Proposal 3 will not be counted as votes FOR or AGAINST Proposal 3 and will be treated as broker non-votes. Broker non-votes will have no effect on the voting on Proposal 3. If you vote to ABSTAIN on this Proposal 3, your shares will not be voted FOR or AGAINST the proposal and will not be counted as votes cast or shares withheld on Proposal 3. Voting to ABSTAIN will have no effect on the voting on Proposal 3.

Proposal 4—Ratification of the Appointment of Independent Auditors

To approve Proposal 4, the holders of shares of Class A common stock and Class B common stock, voting together as a class, representing a majority of the votes cast on the matter must vote FOR the proposal.Proposal 4 is a routine matter. If your shares are held by a bank, broker or other nominee in street name and you do not vote your shares, your bank, broker or other nominee may vote your unvoted shares on Proposal 4. If you vote to ABSTAIN on this Proposal 4, your shares will not be voted FOR or AGAINST the proposal and will not be counted as votes cast or shares withheld on Proposal 4. Voting to ABSTAIN will have no effect on the voting on Proposal 4.

Although stockholder ratification of the appointment of RSM US LLP as our independent auditors for the fiscal year ending December 31, 2016 by the Audit Committee of our Board is not required, we believe that it is advisable to give stockholders an opportunity to ratify this appointment. If such ratification is not approved at the 2016 Annual Meeting, our Audit Committee may reconsider its appointment of RSM US LLP as our independent auditors for the fiscal year ending December 31, 2016.

If a stockholder does not vote for the election of directors because the authority to vote is withheld, because a proxy is not returned, because the broker holding the shares does not vote, or because of some other reason, the shares will not count in determining the total number of votes for each nominee. WHITE proxies signed and returned to the Company unmarked will be voted FOR the Board’s three (3) nominees (John W. Casella, William P. Hulligan and James E. O’Connor).

No cameras, recording equipment, large bags, briefcases or packages will be permitted into the 2016 Annual Meeting and anyone recording the meeting on any device may be asked to leave.

Q.   What are the costs of soliciting these proxies?	A.	We will be permitted intobear the 2015 Annual Meeting.
Q.	Who will solicitentire cost of soliciting proxies on behalf of the Board?		A.	Proxies may be solicitedBoard, including the costs of preparing, assembling, printing and mailing this proxy statement, the proxy card and any additional soliciting materials furnished to stockholders by or on behalf of the Board, without additional compensation, by the Company’sCompany. In addition to such solicitation materials, our directors, officers and certain executive officers. Such persons are listed in Appendix A to this proxy statement. Additionally, the Company has retained MacKenzie Partners, Inc., a proxy solicitation firm, whoemployees may solicit proxies on the Board’s behalf.
				The original solicitation of proxies by mail may be supplemented by telephone, telegram, facsimile, electronic mail, Internet and text messaging as well as personal solicitation by our directors and certain executive officers (who will receive nowithout additional compensation for such solicitation activities), or by MacKenzie Partners, Inc.compensation. You may also be solicited by advertisements in periodicals, press releases issued by us and postings on our corporate website. Unless expressly indicated otherwise, information contained on our corporate website is not part of this proxy statement.
Q.	What are the costs of soliciting these proxies?		A.	The entire cost of soliciting proxies on behalf of the Board, including the costs of preparing, assembling, printing and mailing this proxy statement, the WHITE proxy card and any additional soliciting materials furnished to stockholders by or on behalf of the Company, will be borne by the Company. Copies of solicitation material will be furnished to banks, brokerage houses, dealers, banks, voting trustees, their respective nominees and other agents holding shares in their names, which are beneficially owned by others, so that they may forward such solicitation material, together with our 2014 Transition Report, which includes our Transition Report on Form 10-KT for the transition period from May 1, 2014 to December 31, 2014,

Copies of solicitation material will be furnished to banks, brokerage houses, dealers, banks, voting trustees, their respective nominees and other agents holding shares in their names, which are beneficially owned by others, so that they may forward such solicitation material, together with our 2015 Annual Report, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, to beneficial owners. In addition, if asked, we will reimburse these persons for their reasonable expenses in forwarding these materials to the beneficial owners.

IMPORTANT

The JCP Group may send you solicitation materials in an effort to solicit your vote to elect up to three (3) of JCP’s nominees to the Board.THE BOARD STRONGLY URGES YOUNOT TO SIGN OR RETURN ANY PROXY CARD OR VOTING INSTRUCTION FORM THAT YOU MAY RECEIVE FROM THE JCP GROUP OR ANY PERSON OTHER THAN THE COMPANY, EVEN AS A PROTEST VOTE AGAINST THE JCP GROUP OR JCP’S NOMINEES. Any proxy you sign from the JCP Group for any reason could invalidate previousWHITE proxy cards sent by you to support the Board.beneficial owners.

Your vote at this year’s 2015 Annual Meeting is especially important, no matter how many or how few shares you own. Please sign and date the enclosedWHITE proxy card and return it in the enclosed postage-paid envelope promptly.

Only your latest dated, signed proxy card or voting instruction form will be counted. Any proxy may be revoked at any time prior to its exercise at the 2015 Annual Meeting as described in this proxy statement.

BACKGROUND OF THE CONTESTED SOLICITATION

The following is a chronology of the material contacts and events in our relationship with the JCP Group leading up to the filing of this proxy statement:

OUR BOARD STRONGLY URGES YOUNOT TO SIGN OR RETURN ANY PROXY CARD OR VOTING INSTRUCTION FORM THAT YOU MAY RECEIVE FROM THE JCP GROUP, EVEN AS A PROTEST VOTE AGAINST THE JCP

GROUP OR ANY OF JCP’S NOMINEES, AS DOING SO WILL INVALIDATE ANY PRIOR VOTE YOU SUBMITTED ON THEWHITE PROXY CARD IN SUPPORT OF THE COMPANY’S DIRECTOR NOMINEES.

BOARD OF DIRECTORS

Information Regarding Directors and Director Nominees

Our Second Amended and Restated Certificate of Incorporation and our By-Laws provide for the classification of our Board into three classes, each having as nearly an equal number of directors as possible. The terms of service of the three classes are staggered so that the term of one class expires each year. At each annual meeting of stockholders, directors are elected for a full term of three years to continue or succeed those directors whose terms are expiring.

Our Board currently consists of nine directors. Class I consists of Michael K. Burke, James F. Callahan, Jr., and Douglas R. Casella, and Michael K. Burke, each with a term ending at the 2016 Annual Meeting of Stockholders.Meeting. Class II consists of Gregory B. Peters, Joseph G. Doody, and Emily Nagle Green and Gregory B. Peters, each with a term ending at the 2017 Annual Meeting of Stockholders. Class III consists of John W. Casella, William P. Hulligan and James E. O’Connor, each with a term ending at the 20152018 Annual Meeting.

Meeting of Stockholders.

Upon the recommendation of the Nominations and Governance Committee of our Board, our Board nominated Messrs. JohnMichael K. Burke, James F. Callahan, Jr. and Douglas R. Casella William P. Hulligan and James E. O’Connor for re-election at the 20152016 Annual Meeting as Class IIII directors, each to serve until the 20182019 Annual Meeting of Stockholders orand until his respective successor is elected and qualified. Mr. O’Connor was initially elected to the Board on July 7, 2015 and filled the vacancy created by the resignation of John F. Chapple III as of such date. William P. Hulligan was initially elected to the Board on September 1, 2015 and filled the vacancy created by the resignation of James P. McManus as of August 31, 2015.

Each of our three (3) director nominees was recommended by the Nominations and Governance Committee to the Board, which unanimously approved their nomination. The recommendations of your Board are based on its carefully considered judgment and the Board’s belief that the experience, record and qualifications of each of its nominees make them the best candidates to serve on the Board.

Messrs. Hulligan and O’Connor are the newest independent members of the Board, having been appointed to the Board in September 2015 and July 2015, respectively. If re-elected to the Board, we believe they would together bring to your board extensive experience in the waste management industry. Mr. Hulligan is the former President and Chief Operating Officer of Progressive Waste Solutions Ltd., one of North America’s largest waste management companies which provides non-hazardous solid waste collection, recycling and disposal services to commercial, industrial, municipal and residential customers. He brings to the Board more than 40 years of experience in the waste management industry, including a 24-year career at Waste Management, Inc., the largest provider of comprehensive waste management services in North America. Following his time at Waste Management, Inc., Mr. Hulligan served seven years as Executive Vice President of Waste Services Inc., a publicly-traded, multi-regional, integrated solid waste services company, providing collection, transfer, landfill disposal and recycling services for commercial, industrial and residential customers in the United States and Canada. Mr. O’Connor is the former Chairman of the Board and Chief Executive Officer of Republic Services, Inc., a publicly-traded provider of non-hazardous solid waste collection, recycling and disposal services and the second largest waste management company in the United States. He brings to the Board over 40 years of experience in the waste management industry, including extensive leadership experience, as well as experience serving on the boards of directors of publicly-traded companies in a variety of industries, including waste management, transportation and energy. Prior to joining Republic Services, Inc., Mr. O’Connor spent close to 30 years at Waste Management, Inc. where he held various senior management positions.

With the election of Messrs. Casella, Hulligan and O’Connor, your Board would be composed of nine directors, seven of whom have been determined by the Board to be independent in accordance with NASDAQ’s listing standards, who we believe would, collectively, provide your Board with a broad and diverse set of skills and experiences, including in the areas of waste collection, recycling, disposal services, operations, accounting, finance, mergers and

acquisitions, capital markets, capital allocation, capital structure, risk management, IT infrastructure, and strategic planning. Your Board’s recommended slate of director nominees reflects its continuing commitment to recruit new independent directors that your Board believes are highly qualified and have the perspectives, insights, experiences and competencies that expand its depth and breadth. In selecting the director nominees that we are proposing for election, your Board has focused on selecting independent Board candidates with extensive waste management industry and public company leadership experience who it believes will work together constructively with a focus on operational excellence, financial strength and the growth of stockholder value.

The nominees recommended by your Board have consented to serving as nominees for election to the Board, to being named in this proxy statement and to serving as members of the Board if elected by the Company’s stockholders. As of the date of this proxy statement, the Company has no reason to believe that any nominee will be unable or unwilling to serve if elected as a director. However, if for any reason a nominee becomes unable to serve or for good cause will not serve if elected, the Board upon the recommendation of its Nominations and Governance Committee may designate substitute nominees, in which event the shares represented by proxies returned to us will be voted for such substitute nominees. If any substitute nominees are so designated, we will file an amended proxy statement that, as applicable, identifies the substitute nominees, discloses that such nominees have consented to being named in the amended proxy statement and to serve as directors if elected, and includes certain biographical and other information about such nominees required by the applicable rules promulgated by the SEC.

The accompanyingWHITE proxy card will not be voted for more than three candidates or for anyone other than the Board’s nominees or designated substitutes. Unless otherwise instructed, the persons named in the accompanying proxy will vote to elect Messrs. Casella, Hulligan and O’Connor to the Board, unless, by marking the appropriate space on theWHITE proxy card, the stockholder instructs that he, she or it withholds authority from the proxy holder to vote with respect to a specified candidate(s).

Director Biographies and Qualifications

The following table provides biographical information relating to each director and director nominee, including his or her age and period of service as a director of the Company; his or her committee memberships; his or her business experience, including principal occupation and employment and directorships at other public companies during the past five years; his or her community activities; and his or her other experience, qualifications, attributes or skills that led our Board to conclude he or she should serve as a director of the Company.

						joining HbT in May 2000, Mr. Burke served as a Managing Director within the U.S. Investment Banking Department of CIBC Oppenheimer Corp. Mr. Burke holds a B.A. in Economics from Lake Forest College and a Graduate Certificate in Mergers and Acquisitions from The Wharton School. Skills and Qualifications: We believe Mr. Burke is qualified to serve on our Board due to his leadership and financial experience, particularly his past experience as a senior-level investment banker with a prominent investment banking firm and as a chief financial officer of various publicly-traded companies, and his broad functional skill set.
James F. Callahan, Jr.     Audit Committee (Chair)     Nominations and Governance         Committee
Class II Directors72			Mr. Callahan has served as a member of our Board since March 2003. Mr. Callahan served as an audit and business advisory partner of Arthur Andersen LLP, an independent public accounting firm, from September 1975 to March 2000. Mr. Callahan has been retired since March 2000. Mr. Callahan has served as a member of various community service-related boards and currently serves on the Board of Trustees of the Massachusetts Department of Developmental Services’ Hogan Regional Center and is Trustee Emeritus of Bates College. Mr. Callahan holds a B.A. from Bates College and an M.B.A. from the Rutgers University School of Management. Skills and Qualifications: We believe Mr. Callahan is qualified to serve on our Board due to his years of experience at Arthur Andersen LLP, the depth and breadth of his financial reporting expertise and his experience with complex financial matters.
Douglas R. Casella     Vice Chairman			60			Mr. Casella has served as Vice Chairman of our Board since 1993. Mr. Casella founded Casella Waste Management, Inc., a wholly owned subsidiary of ours, in 1975 and has served as its President since then. Since 1989, Mr. Casella has served as President of Casella Construction, Inc., a company owned by Mr. Casella and his brother John W. Casella, who is also our Chief Executive Officer and Chairman of the Board, which specializes in general contracting, soil excavation and heavy equipment work, and which performs landfill-construction and related services for us. Skills and Qualifications: We believe Mr. Casella is qualified to serve on our Board due to his extensive experience with operational and asset management matters in the waste management industry.
Class II Directors (terms expiring in 2017)
Joseph G. Doody     Compensation Committee (Chair)			64
Joseph G. Doody Compensation Committee (Chair)		63		Mr. Doody has served as a member of our Board since 2004. Mr. Doody has served as Vice Chairman of Staples, Inc., an office products company, since January 2014. Previously,

				Mr. Doody had served as President, North American Commercial of Staples, Inc. from 1998 until January 2014. From 1974 to 1998, Mr. Doody held several managerial positions with the Eastman Kodak Company, an imaging technology company, including General Manager and Vice President, North America, Office Imaging. Mr. Doody has served on the Board of Directors of Paychex, Inc., a leading provider of payroll, human resource, and benefits outsourcing solutions, since October 2010. Mr. Doody holds a B.S. in Economics from State University of New York at Brockport and an M.B.A. from the University of Rochester. Skills and Qualifications: We believe

						Skills and Qualifications: We believe Mr. Peters is qualified to serve on our Board due to his significant experience as a professional investor and extensive experience in areas of corporate governance.
Class III Directors (terms expiring in 2018)
John W. Casella     Chairman			65			Mr. Casella has served as Chairman of our Board since July 2001 and as our Chief Executive Officer since 1993. Mr. Casella also served as our President from 1993 to July 2001 and as Chairman of our Board from 1993 to December 1999. In addition, Mr. Casella has served as Chairman of the Board of Directors of Casella Waste Management, Inc., a wholly-owned subsidiary of ours, since 1977. Mr. Casella is also an executive officer and director of Casella Construction, Inc., a company owned by Mr. Casella and his brother Douglas R. Casella, also a member of our Board, which specializes in general contracting, soil excavation and heavy equipment work, and which performs landfill-construction and related services for us. Mr. Casella has been a member of numerous industry-related and community service-related state and local boards and commissions, including the National Recycling Coalition, the Board of Directors of the Associated Industries of Vermont, the Association of Vermont Recyclers, the Vermont State Chamber of Commerce, the Rutland Industrial Development Corporation and the Rutland Regional Medical Center. Mr. Casella has also served on various state task forces, serving in an advisory capacity to the Governors of Vermont and New Hampshire on solid waste issues. Mr. Casella holds an A.S. in Business Management from Bryant & Stratton College and a B.S. in Business Education from Castleton State College. Skills and Qualifications: We believe Mr. Casella is qualified to serve on our Board due to his insight and expertise in the waste management industry and his leadership and knowledge of the Company obtained in his role as our Chief Executive Officer, coupled with his extensive business and leadership experience.
William P. Hulligan     Audit Committee			73			Mr. Hulligan has served as a member of our Board since September 2015. Mr. Hulligan served as senior advisor to Progressive Waste Solutions Ltd., a waste management company, from March 2014 to August 2015, as President and Chief Operating Officer from January 2012 to March 2014, and as President USA and Executive Vice President of Florida operations from July 2010 to January 2012. Prior to joining Progressive Waste Solutions, Mr. Hulligan served as Executive Vice President of North America Operations of Waste Services, Inc., a publicly-traded solid waste services company, from June 2003 to July 2010. Prior to joining Waste Services, Mr. Hulligan also spent over 20 years at Waste Management, Inc., a provider of waste management services,

				where he held various senior management positions. Mr. Hulligan previously served as a member of the Board of Directors of two publicly-traded waste management companies, EarthCare Company and OHM Corporation. He has also served on the Board of Directors of the Environmental Industry Association as well as on the board of Trustees at John Carroll University and Bradley University. Mr. Hulligan holds a B.S. in Business Administration from John Carroll University.   Skills and Qualifications: We believe Mr. Hulligan is qualified to serve on our Board due to his over 40 years of experience in the waste management industry, including extensive operational and executive experience.
James E. O’Connor     Lead Director     Compensation Committee		67		Mr. O’Connor has served as a member of our Board since July 2015. Mr. O’Connor served as Chief Executive Officer of Republic Services, Inc., a publicly-traded non-hazardous solid waste collection, recycling and disposal services company, from 1998 to 2011, and as Chairman of the Board of Republic Services from 2003 to 2011. Prior to joining Republic Services, Mr. O’Connor spent close to 30 years at Waste Management, Inc., a provider of waste management services, where he held various senior management positions. Mr. O’Connor is a member of the Board of Directors of Clean Energy Fuels Corp., a publicly-traded provider of natural gas fuel for transportation in North America, where he serves on the Compensation Committee and the Nominating and Corporate Governance Committee, and the Canadian National Railway Company, a publicly-traded rail transportation company, where he chairs the board’s Strategic Planning Committee and also serves on the Audit, Environmental & Safety and Finance Committees. Mr. O’Connor holds a B.S. in Commerce (concentration in accounting) from DePaul University. Skills and Qualifications: We believe Mr. O’Connor is qualified to serve on our Board due to his over 40 years of experience in the waste management industry, including extensive public company leadership experience, as well as experience serving on the boards of directors of publicly-traded companies in a variety of industries, including waste management, transportation and energy.

The holders of Class A common stock, voting separately as a class, are entitled to elect the Class A Director. Mr. Peters, a Class II director who serves as our Lead Director and is a member of the Compensation Committee, Audit Committee and Nominations and Governance Committee, and Stock Plan Subcommittee, serves as the Class A Director.

The employment agreement by and between us and Mr. John Casella providesrequires that he shall be elected as a member of our Board. We have agreed towe use our best efforts to ensure thatcause Mr. John Casella isto be nominated and elected as a director.

CORPORATE GOVERNANCE

General

General

We believe that good corporate governance is important to ensure that our companythe Company is managed for the long-term benefit of our stockholders. This section describes key corporate governance policies and practices that we have adopted. We have adopted a codeCode of business conductBusiness Conduct and ethics,Ethics, which applies to all of our directors, officers and employees, corporate governance guidelinesCorporate Governance Guidelines and charters for the Audit Committee, Compensation Committee and Nominations and Governance Committee of our Board. Complete copies of our codeCode of business conductBusiness Conduct and ethics, corporate governance guidelinesEthics, Corporate Governance Guidelines and committee charters, which are described below, are available on the Investor Relations section of our website,www.casella.comwww.casella.com.. Alternatively, you can request a copy of any of these documents by writing to Casella Waste Systems, Inc., Attn: Corporate Secretary, 25 Greens Hill Lane, Rutland, Vermont 05701.

Recently Adopted Corporate Governance Enhancements

The Nominations and Governance Committee regularly reviews matters of corporate governance and upon their recommendation our Board recently approved several corporate governance enhancements to enhance the ability of the Board and management to serve the long-term interests of stockholders, including the following:

Board Responsibilities

The Board oversees, counsels and directs management in our long-term interests and those of our stockholders. The Board’s responsibilities include:

All of our directors are expected to comply with our codeCode of business conductBusiness Conduct and ethicsEthics and our insider trading policy.Insider Trading Policy. The Board conducts an annual self-evaluation. In addition, we encourage our directors to attend formal training programs in areas relevant to the discharge of their duties as directors.

Corporate Governance Guidelines

Our Board has adopted corporate governance guidelinesCorporate Governance Guidelines to assist in the exercise of its duties and responsibilities and to serve the best interests of the Company and its stockholders. These guidelines, which provide a framework for the conduct of our Board’s business, provide, among other matters, that:

Director Stock Ownership Guidelines

Our Board believes that each non-employee director should acquire and hold shares of our stock in an amount that is meaningful and appropriate to such director. Accordingly, our Board adopted stock ownership guidelines that require each non-employee director to attain a share ownership level of our Class A common stock having a value equal to $100,000. Each non-employee director is required to attain such ownership levels by the third annual meeting of stockholders

following the first annual meeting of stockholders at which such non-employee director is elected to our Board. As of the end of fiscal 2015, each of our non-employee directors was in compliance with the stock ownership guidelines.

Executive Officer Stock Ownership Policy

We have adopted an executive officer stock ownership policy reflective of the Board’s view that all executive officers should have a significant personal investment in the Company through their ownership of shares of Class A common stock. Our stock ownership policy is applicable to all executive officers who are required to file reports pursuant to Section 16 of the Exchange Act and requires such executive officers to hold shares of Class A common stock or other equity rights, including restricted stock with time-based vesting, vested stock options and unvested restricted stock units with time-based vesting, with a value at least equal to the following multiple of the individual’s respective base salary: Chief Executive Officer: 3X, President/Chief Operating Officer: 2X, Chief Financial Officer: 2X and our other executive officers: 1X. The stock ownership requirement will be measured as to each executive officer as of March 1 (the “measurement date”) of each year. In the event that an executive officer does not satisfy the stock ownership requirement as of any measurement date, then such executive officer is required to retain all shares of Class A common stock held by such executive officer, subject to certain exceptions, and any shares thereafter acquired by such executive officer until such time as such executive officer satisfies the stock ownership requirement. As of March 1, 2016, all of our executive officers were in compliance with the executive officer stock ownership policy.

Restrictions on Hedging Transactions and Pledging Transactions

Our insider trading policy restricts hedging transactions and the pledging of shares other than pledges pursuant to approved exceptions granted in extraordinary situations where a person wishes to pledge Company securities as collateral for a loan (other than a margin loan) and clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities.

Compensation Clawback Policy

In September 2015, we adopted a Compensation Clawback Policy that applies to our current or former executive officers, or covered officers, and other applicable employees. Under the Compensation Clawback Policy, in the event of a restatement of our financial results due to the material noncompliance with any financial reporting requirement under the securities laws, regardless of fault, we will use reasonable efforts to recover cash and equity incentive-based compensation from covered officers that was: (i) based on the erroneous data; (ii) paid during the three-year period preceding the date on which the accounting restatement is required to be prepared; and (iii) in excess of what would have been paid under the accounting restatement. In the event that the Board determines in its sole discretion that a covered person’s or another current or former employee’s act or omission involving willful misconduct or fraud contributed to the circumstances requiring the restatement, then we will use reasonable efforts to recover from such covered person or current or former employee, up to 100% of cash and equity incentive-based compensation paid during the three-year period preceding the date on which the accounting restatement is required to be prepared.

Board Determination of Independence

Under the applicable rules of the NASDAQ Stock Market, a director will only qualify as an “independent director” if, in the opinion of our Board, that person does not have a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our Board

determined that none of Ms. Nagle Green or Messrs. Burke, Callahan, Doody, Hulligan, O’Connor and Peters has a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is an “independent director” as defined under Rule 5605(a)(2) of the NASDAQ Marketplace Rules. The Board also determined that Mr. Chapple, a former director, was an “independent director” prior to his resignationretirement from our Board on July 7, 2015 and that Mr. McManus, a former director, was an “independent director” prior to his resignationretirement from our Board on August 31, 2015.

Director Nomination Process

Director Nominations Process

The Nominations and Governance Committee acts under a written charter that we have posted on the Corporate Governance page of the Investor Relations section of our website,www.casella.comwww.casella.com.. The process followed by the Nominations and Governance Committee to identify and evaluate director candidates includes requests to Board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of the Nominations and Governance Committee and our Board.

Criteria and Diversity

Although our Board does not have a formal diversity policy, inIn considering whether to recommend any particular candidate for inclusion in our Board’s slate of recommended director nominees, the Nominations and Governance Committee applies the criteria set forth in our corporate governance guidelines.Corporate Governance Guidelines. These criteria include the candidate’s integrity, business acumen, knowledge of our business and industry, experience, diligence, absence of conflicts of interest and the ability to act in the interests of all stockholders. The Nominations and Governance Committee does not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee. We believeThe Nominations and Governance Committee does not have a formal diversity policy, but believes that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow our Board to fulfill its responsibilities to our stockholders.

The director biographies appearing above indicate each nominee’s experience, qualifications, attributes and skills that led our Board to conclude that he or she should continue to serve as a member of our Board. Our Board believes that each of the nominees has substantial achievement in his or her professional pursuits, and possesses the background, talents and experience that our Board desires and that will contribute to the best interests of the Company and to long-term stockholder value.

Stockholder Nominations

Stockholders may recommend individuals to the Nominations and Governance Committee for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials to: Nominations and Governance Committee, c/o Corporate Secretary, Casella Waste Systems, Inc., 25 Greens Hill Lane, Rutland, Vermont 05701. The Nominations and Governance Committee has no obligation to consider individuals recommended by stockholders for nomination by the Committee as potential director candidates. However, assuming that appropriate biographical and background material has been provided on a timely basis, we expect that individuals recommended by stockholders would be so considered and

evaluated by the Nominations and Governance Committee by following substantially the same process, and applying substantially the same criteria, as it follows for candidates identified by the Committee and others.

Stockholders also have the right under our By-Laws to directly nominate director candidates, without any action or recommendation on the part of the Nominations and Governance Committee or our Board, by following the procedures set forth under “Stockholder Proposals and Nominations for the 20162017 Annual Meeting of Stockholders.” If our Board determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included in our proxy statement and proxy card for the next annual meeting of stockholders. Otherwise, candidates nominated by stockholders in accordance with the procedures set forth in the By-Laws will not be included in our proxy statement and proxy card for the next annual meeting.

Board Meetings and Attendance

Our Board met five14 times during the transition period from May 1, 2014 tofiscal year ended December 31, 2014,2015, which we refer to as transition period 2014,fiscal 2015, either in person or by teleconference. During transition period 2014,fiscal 2015, each incumbent director attended at least 75% of the meetings of our Board during the period for which he or she has been a director and at least 75% of the meetings of the committees of our Board on which he or she then served.

Director Attendance at Annual Meeting of Stockholders

We encourage, but have no policy with respect to, attendance of directors at the annual meeting of stockholders. Messrs. Burke, Callahan, John Casella, Douglas Casella and PetersSeven of our then-serving directors attended the 20142015 Annual Meeting of Stockholders.

Board Leadership Structure

Mr. John Casella serves as Chairman of our Board and Chief Executive Officer. Mr. PetersO’Connor serves as our Lead Director. Our Board believes that combining the Chairman and Chief Executive Officer positions fosters clear accountability, effective decision-making and alignment of corporate strategy and, taken together with the Lead Director role, is the appropriate leadership structure for us at this time. The responsibilities of the Lead Director are included in our Corporate Governance Guidelines, which are posted on the Corporate Governance page of the Investor Relations section of our website,www.casella.comwww.casella.com.. The Lead Director chairs meetings of our independent directors, meets with any director who is not adequately performing his or her duties as a member of our Board or any committee and facilitates communications between the Chairman of our Board and other directors. The Lead Director also works with the Chairman of our Board in preparing agendas for each meeting of our Board and consults with the Chairman of our Board on matters relating to corporate governance and board performance.

Our Board believes that its leadership structure is appropriate because it strikes an effective balance between strategy development, independent leadership and management oversight in the Board process. Specifically, this leadership model provides clear accountability and efficient and effective leadership of our business, and our Board believes Mr. Casella is the appropriate person to lead both our Board and the management of our business.

Board Committees

Our Board has established three standing committees—Audit, Compensation and Nominations and Governance—each of which operates under a charter that was approved by our Board. In addition, the Compensation Committee designated two of its members to serve on the Stock Plan Subcommittee.

Our Board determined that all of the members of each of its three committees are independent as defined under the rules of NASDAQ, including, in the case of all members of the Audit Committee, the independence requirements under Rule 10A-3 under the Exchange Act, and, in the case of all members of the Compensation Committee, the independence requirements under Rule

10C-1 under the Exchange Act. Our current non-employee directors serve on the committees of our Board as follows:

						Nominations and
		Audit Committee		Compensation Committee		Nominations and Governance Committee
Michael K. Burke
Michael K. Burke James F. Callahan
James F. Callahan Joseph G. Doody
Joseph G. Doody William P. Hulligan
William P. Hulligan Emily Nagle Green
Emily Nagle Green James E. O’Connor**
James E. O’Connor Gregory B. Peters
Gregory B. Peters**

Chairperson

Member

Audit Committee

The Audit Committee’s responsibilities include:

The members of the Audit Committee currently consists ofare Messrs. Callahan (Chair), Burke, Hulligan and Peters. Our Board determined that Mr. Callahan is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K. The Audit Committee met four times during transition period 2014,fiscal 2015, either in person or by teleconference. See “Report of the Audit Committee of the Board of Directors.”

Compensation Committee and Stock Plan Subcommittee

The Compensation Committee’s responsibilities include:

The Stock Plan Subcommittee of the Compensation Committee grants restricted stock units and other awards under our stock incentive plans to executive officers.

The members of the Compensation Committee are Messrs. Doody (Chair), O’Connor and Peters and Ms. Nagle Green. The members of the Stock Plan Subcommittee are Messrs. Doody and Peters. The Compensation Committee met sixseven times during transition period 2014,fiscal 2015, either in person or by teleconference.

Nominations and Governance Committee

The Nominations and Governance Committee’s responsibilities include:

The members of the Nominations and Governance Committee are Messrs. Peters (Chair), Burke and Callahan.Callahan and Ms. Nagle Green. The Nominations and Governance Committee met threefive times during transition period 2014,fiscal 2015, either in person or by teleconference.

Risk Oversight

Role of Our Board in Management of Risk

Our Board administers its risk oversight function directly and through its Audit Committee and receives regular reports from members of senior management on areas of material risk to us, including operational, financial, legal and regulatory, strategic and reputational risks. As part of its charter, the Audit Committee regularly discusses with management our major risk exposures, their potential financial impact on us and the steps we take to manage them. In addition, the Compensation Committee assists our Board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs and succession planning. The Nominations and Governance Committee assists our Board in fulfilling its oversight responsibilities with respect to the management of risks associated with board organization, membership and structure and corporate governance.

Risk Considerations in Executive Compensation

Our Compensation Committee regularly considers risk as it relates to our executive compensation program, and our Compensation Committee does not believe our executive compensation program encourages excessive or inappropriate risk taking. As described more fully below in “Compensation Discussion and Analysis,” we structure our compensation program to consist of both fixed and variable components to motivate our executives to produce superior short and long-term results that are in the best interests of us and our stockholders in order to attain our ultimate objective of increasing stockholder value. We believe that any risks that may arise from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on us.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee throughout transition period 2014in fiscal 2015 were Messrs. McManus (Chair)(until his retirement from our Board on August 31, 2015), Chapple (until his retirement from our Board on July 7, 2015), Doody, ChappleO’Connor (effective as of July 28, 2015), and Peters and Ms. Nagle Green. None of our executive officers

serves as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our Board or Compensation Committee.

Certain Relationships and Related Person Transactions

We have adopted a written policy and have established procedures regarding approval of transactions between us and any employee, officer, director and other related persons, including those required to be reported under Item 404 of Regulation S-K. The policy requires that all related person transactions are reviewed by the Audit Committee and approved by our Board.

With respect to bidding projects in excess of $500,000 in which a related person, including Casella Construction, Inc. is a bidder, the Audit Committee has established a specific procedure. This procedure requires us to solicit a minimum of three qualified bids. The bid package is required to be sufficiently detailed to allow for direct comparisons of costs between responsive bidders. Bids for work on which Casella Construction, Inc. or any other related person is bidding are required to be directed to a third party engineer for opening, compilation and tabulation. The bids are then evaluated by the project team based on price, performance references, qualifications, experience, alternate bid items, proposed schedule, subcontractors qualifications/references, technical compliance and other bid information that is in the best interest of the project. In the event that a construction contract is successfully bid by a related person, bids and recommendations are required to be submitted to our Chief Financial Officer and our President and Chief Operating Officer for submission to the Audit Committee for review and to our Board for approval. With respect to sole source bids (i.e. those less than $500,000), the Audit Committee is required to be provided with documentation describing the reason for the work, a comparison of market or historical prices to the bid price, and approval by our Chief Financial Officer or our President and Chief Operating Officer. Change orders relating to contracts with related parties are required to be forwarded to our Chief Financial Officer for submission to the Audit Committee for review and to our Board for approval before the change order is approved; provided that change orders to existing contracts with related parties may be approved by our Chief Financial Officer and our President and Chief Operating Officer (executive officers who are not affiliated with the related parties), as long as the total value of such change orders does not exceed 10% of the value of the contract, up to a maximum of $500,000, and subject to ratification of the change order by our Board. Transactions not exceeding $75,000 individually or $300,000 in the aggregate in any fiscal year may, for administrative purposes, be approved by our President and Chief Operating Officer or our Chief Financial Officer, subject to ratification and approval by the Audit Committee and our Board.

The loan and security agreement for our senior secured asset-based revolving credit facility provides that, subject to certain exceptions, we may not enter into any transaction with any affiliate of ours, whether or not in the ordinary course of business, unless our Board determines in good faith that such transaction is on fair and reasonable terms substantially as favorable as would be obtainable by us at the time in a comparable arm’s length transaction.

With respect to related person transactions involving aggregate consideration in excess of $10.0 million, or in excess of $5.0 million if such transaction is not approved by a majority of disinterested directors, subject to certain exceptions, we are required by the terms of our debt instruments to obtain an opinion as to the fairness of such transactions from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

Our related person transaction policy also provides that transactions involving compensation of executive officers shall be reviewed and approved by the Compensation Committee in the manner specified in its charter.

We engage Casella Construction, Inc., a company owned by John W. Casella, our Chief Executive Officer and the Chairman of our Board, and Douglas R. Casella, the Vice Chairman of our Board, to provide construction services for us, including construction, closure and capping activities at our landfills. Total purchased services from Casella Construction, Inc. charged to operations or capitalized to landfills for transition period 2014from January 1, 2015 to June 30, 2016 was $5,561,853,$3,843,563, of which $1,534$726,412 was outstanding and included in either accounts payable or other current liabilities at December 31,June 30, 2016. All contracts awarded to Casella Construction, Inc.

2014.

in excess of $500,000 were approved in accordance with the procedures described above for bidding projects in which a related person is a bidder. In addition, we have approved ongoing contracts with Casella Construction, Inc., which we expect will result in additional payments by us to Casella Construction, Inc. In 2015, Casella Construction, Inc. also contributed $350,000 in cash and $390,000 in non-compensable services for work performed at our Southbridge landfill to assist in the remediation of the site as a part of our settlement with the Massachusetts’ Office of the Attorney General.

We are also party to two real estate leases with Casella Associates, LLP, a Vermont limited liability company owned by Messrs. John Casella and Douglas Casella. These leases relate to our corporate headquarters in Rutland, Vermont and our Montpelier, Vermont facility, and provide for aggregate monthly payments by us of $27,375, subject to an annual escalation provision based on increases in the consumer price index, through their expiration in April 2018. These leases include a five year lessee renewal option with terms consistent with the current leases.

From 1977 to 1992, we operated an unlined landfill located in Whitehall, New York owned by Bola, Inc., a corporation owned by Messrs. John Casella and Douglas Casella, which operated as a single-purpose real estate holding company. We paid the cost of closing this landfill in 1992, and have agreed to pay all post-closure obligations. In transition period 2014,From January 1, 2015 to June 30, 2016, we paid an aggregate of $7,928$9,230 pursuant to this arrangement. As of December 31, 2014,June 30, 2016, we had accrued $83,851$78,163 for costs related to those post-closure obligations.

In connection with Mr. Douglas Casella’s service as President of Casella Waste Management, Inc., our wholly-owned subsidiary, in fiscal 2015 we granted Mr. Douglas Casella a restricted stock unit award with a grant date fair value of $120,618 and paid $6,965 for life insurance premiums, and from January 1, 2016 through June 30, 2016, we granted Mr. Douglas Casella a restricted stock unit award with a grant date fair value of $120,617 and paid $6,726 for life insurance premiums.

Michael Casella, the son of Mr. John Casella, is employed by the Company as a general manager. From January 1, 2015 through December 31, 2015, Mr. Michael Casella earned $132,070 as salary, bonus, and other benefits related to his employment and received a restricted stock unit award with a grant date fair value of $8,001. From January 1, 2016 through June 30, 2016, Mr. Michael Casella earned $59,550 as salary, bonus, and other benefits related to his employment and received a restricted stock unit award with a grant date fair value of $8,001.

Elizabeth Casella, the daughter of Mr. John Casella, is employed by the Company as Director, Solutions Development & Coordination. From January 1, 2015 through December 31, 2015, Ms. Casella earned $115,557 as salary, bonus, grant date fair value of restricted stock units and other benefits related to her employment and received a restricted stock unit award with a grant date fair value of $5,998. From January 1, 2016 through June 30, 2016, Ms. Casella earned $60,476 as salary, bonus and other benefits related to her employment and received a restricted stock unit award with a grant date fair value of $9,998.

We have entered into employment agreements with certain of our officers. See “Executive and Director Compensation and Related Matters–Potential Payments Upon Termination or Change of Control–Employment Agreements.”

Communicating with the Independent Directors

Our Board will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate. Our Lead Director, with the assistance of our Chief Financial Officer and General Counsel, is primarily responsible for monitoring communications from stockholders and for providing copies or summaries to the other directors as he considers appropriate.

Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that our Lead Director considers to be important for the directors to know. In

general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we receive repetitive or duplicative communications.

Stockholders who wish to send communications on any topic to our Board should address such communications to: Board of Directors, Attn: Corporate Secretary, Casella Waste Systems, Inc., 25 Greens Hill Lane, Rutland, Vermont 05701.

Code of Business Conduct and Ethics

We have adopted a written Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer, and persons performing similar functions. We have posted a current copy of the Code of Business Conduct and Ethics on the Corporate Governance page of the Investor Relations section of our website,www.casella.comwww.casella.com.. In addition, we intend to post on our website all disclosures that are required by law or NASDAQ’s listing standards concerning any amendments to, or waivers from, any provision of the Code of Business Conduct and Ethics.

Report of the Audit Committee of the Board of Directors

The Audit Committee reviewed our audited financial statements for transition period 2014fiscal 2015 and discussed these financial statements with our management and McGladreyRSM US LLP, our independent auditors.

The Audit Committee also received from, and discussed with, our independent auditors various communications that our independent auditors are required to provide to the Audit Committee, including the matters required to be discussed by Auditing Standard No. 16,Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board.

Our independent auditors also provided the Audit Committee with the written disclosures and the letter required by PCAOB Rule 3526 (Communicating with Audit Committees Concerning Independence), as modified or supplemented. The Audit Committee discussed with the independent auditors their independence from us.

Based on its discussions with management and the independent auditors, and its review of the representations and information provided by management and the independent auditors, the Audit Committee recommended to our Board that the audited financial statements be included in our TransitionAnnual Report on Form 10-KT10-K for transition period 2014.

fiscal 2015.

Following the completion of the Audit Committee’s review of our transition period 2014fiscal 2015 financial statements and our internal accounting controls over financial reporting for transition period 2014,fiscal 2015, the Audit Committee, with input from management, completed an evaluation of the performance of our independent auditors, McGladreyRSM US LLP. Based on the results of this evaluation, the Audit Committee determined that it was in the best interest of Casella Waste Systems, Inc. and its stockholders to appoint, and the Audit Committee then appointed, McGladreyRSM US LLP as our independent auditors for the fiscal year ending December 31, 2015.

2016.

By the Audit Committee of the Board of Directors of Casella Waste Systems, Inc.

James F. Callahan, Jr., Chair

Michael K. Burke

William P. Hulligan

Gregory B. Peters

EXECUTIVE AND DIRECTOR COMPENSATION AND RELATED MATTERS

Compensation Discussion and Analysis

This Compensation Discussion and Analysis is designed to provide our stockholders with an understanding of our executive compensation philosophy, objectives, programsprogram and process, as well as the compensation paid to our named executive officers in transition period 2014.fiscal 2015 and the changes the Compensation Committee has implemented for fiscal 2016. For transition period 2014,fiscal 2015, our named executive officers were:

Executive Summary

Objectives and Philosophy of Our Executive Compensation Program

The Compensation Committee seeks to achieve the following broad objectives in connection with our executive compensation program:

Company Performance Highlights and Execution Against Strategic Plan

Following the substantial completion of the priorities established during the fiscal year ended April 30, 2013, or fiscal 2013, starting in August 2015 we focused our efforts on further improving Free Cash Flow and reducing debt leverage by targeting the following areas:

•

Creating incremental value through our resource solutions offerings in our recycling, organics, and customer solutions operations; and

Fiscal 2015 Compensation Decisions

Our compensation decisions for fiscal 2015, including with respect to our named executive officers, were based on company and individual performance.

Fiscal 2016 Changes to Executive Compensation

Our Compensation Committee undertook a broad review of our executive compensation pay practices at the end of fiscal 2015 with the objectives of strengthening the alignment of pay to performance, improving the alignment of executive interests with those of our stockholders, and to ensure that our pay practices continue to encourage achievement of our Fiscal 2018 Plan and long-term business objectives. The underlying rationale for several of these changes was to re-balance our mix of fixed vs. variable pay and to increase our focus on performance-based pay elements. The changes approved by the Compensation Committee resulted in a shift to the overall mix of pay for our named executive officers as illustrated in the following charts:

What We Changed		Why We Made the Change
Increased target annual incentive opportunity for select NEOs		•    Improve the competitive position of cash compensation opportunity, which was positioned below median •    Increase mix of performance-based pay
Shifted annual performance focus to Adjusted Operating Income and Free Cash Flow from EVA		•    Improve alignment of annual incentives with execution of corporate strategy •    Increase focus on Free Cash Flow
Introducing PSUs based on achievement of 3-year Free Cash Flow and Adjusted EBITDA goals with a multiplier based on Relative TSR relative to the Russell 2000 Index(1)		•    Increase mix of performance-based pay •    Improve alignment of long-term incentives with execution of corporate strategy •    Increase focus on Free Cash Flow •    Improve alignment of long-term incentives with stock performance
Shifting the mix of long-term equity incentive compensation to 75% PSUs and 25% time-based RSUs from 100% time-based RSUs(1)		•    Increase mix of performance-based pay

Roles of Our Compensation Committee and Compensation Committee Consultant

The Compensation Committee including its Stock Plan Subcommittee, is responsible for overseeing our executive compensation program. In this capacity, the Compensation Committee designs, implements, reviews and approves annually all compensation for our named executive officers.

 In the performance of its duties, the Compensation Committee periodically reviews the total compensation, including the base salary, annual incentive compensation opportunities, long-term incentive award opportunities and other benefits for each of our named executive officers. In the first quarter of each year, the Compensation Committee meets to determine base salary increases, if any, for our named executive officers; confirm the results of our performance for purposes of the annual incentive compensation awards; approve strategic and business objectives, which include the performance measures and goals for the annual incentive compensation plan; review the annual incentive compensation targets for the current year; and approve the form, amount, dollar value and vesting criteria for equity awards.

The Compensation Committee has the authority to retain compensation consultants and other outside advisors to assist in the evaluation of executive officer compensation. During the fiscal year ended April 30, 2014, or fiscal 2014,2015, the Compensation Committee retained an independent compensation consultant, Arthur J. Gallagher & Co.’s Compensation Consulting Practice, (formerly branded HRadvantage), or Gallagher Compensation Consulting. Gallagher Compensation Consulting was retained to assist the Compensation Committee with its review of the fiscal 2015 executive compensation program. Theprogram and recommendations for the fiscal 2016 executive compensation program and reports directly to the Compensation Committee reviewed compensation market data provided byCommittee. During fiscal 2015, Gallagher Compensation Consulting from independent commercially available salary surveys published by Towers Watson and Mercer LLC and other sources, which included publicly available compensation information from our industry and other industries, and general economic trends in the areas in which our executive officers work and live. In transition period 2014,advised the Compensation Committee also retained Gallagher Compensation Consulting to assist the Compensation Committee with its reviewon a variety of non-employee director compensation.

subjects, including compensation plan design and trends, pay-for-performance analytics, peer group benchmarking and other related matters. During transition period 2014,fiscal 2015, we retained Gallagher Benefit Services, Inc., a subsidiary of Arthur J. Gallagher & Co., to provide us with insurance brokerage and benefit plan advisory services. The primary representative of Gallagher Compensation Consulting that advised the Compensation Committee in fiscal 2014 and during transition period 20142015 did not participate in the provision of these other services performed by Gallagher Benefit Services, Inc. Management directly engaged Gallagher Benefit Services, Inc., and the Compensation Committee had no role in selecting or approving them for the services performed. Gallagher Compensation Consulting reports directly to the Compensation Committee. In transition period 2014, Gallagher Compensation Consulting did not attend any meetings of the Compensation Committee.

Objectives and Philosophy of Our Executive Compensation Program

The Compensation Committee, including its Stock Plan Subcommittee, seeks to achieve three broad objectives in connection with our executive compensation program. First, the Compensation Committee seeks to reward executives for the achievement of business objectives. Second, the executive compensation program is intended to provide executives with equity incentives so as to link a portion of the executive’s compensation with the future performance of our Class A common stock, thereby aligning the interests of our executives with those of our stockholders. Finally, the Compensation Committee structures its executive compensation program so as to enable us to attract and retain qualified and talented executives.

We have entered into employment agreements with certain of our executive officers. These employment agreements establish annual base salary and annual bonus amounts that the Compensation Committee may increase. In general, the Compensation Committee has tied potential bonus compensation to performance factors, including the executive officer’s efforts and contributions towards obtaining corporate objectives and our performance.

In making executive compensation decisions for fiscal 2015 and fiscal 2016, the Compensation Committee analyzesanalyzed a number of factors, including the compensation data provided by Gallagher Compensation Consulting from the independent commercially available salary surveys.surveys published by Towers Watson and Mercer

LLC and other sources, which included publicly available compensation information from our industry and other industries. Data was generally gathered from this independent market data based on the size of the organization (measured in revenue) and type of organization, and where possible, the data was targeted to our revenue level using regression analysis.

The Compensation Committee also reviewed compensation programs of a peer group of publicly traded companies in the waste management industry, as provided by Gallagher Compensation Consulting but didConsulting. While we do not consider their compensation programs to be directly comparable to ours due to the larger size of those companies.companies, we do review their programs to understand how relevant peers in our industry align performance-based compensation to key operating and financial metrics. This peer group, which is periodically reviewed and updated by the Compensation Committee after consultation with Gallagher Compensation Consulting, consists of Clean Harbors, Inc., Covanta Holding Corporation, Progressive Waste Solutions Ltd., Republic Services, Inc., Waste Connections, Inc. and Waste Management, Inc. TheWhile the Compensation Committee did not target any compensation element or total compensation for fiscal 2015 and fiscal 2016 to any specified level of the peer group due to the relative size of the Company compared to the peer group companies, it reviewed the peer group executive compensation data to supplement its general understanding of current executive compensation practices and levels among the Company’s industry peers.

In addition, the Compensation Committee also reliesrelied on various other factors in making executive compensation decisions for fiscal 2015 and fiscal 2016, including our Fiscal 2018 Plan, existing compensation paid to executives,executive officers, experience level of the individual, market factors, general economic conditions, corporate performance and cost of living in the areas where our executivesexecutive officers live.

Say-on-Pay Feedback from Stockholders

The Compensation Committee carefully considers feedback received from shareholders on compensation for our named executive officers. At our 20142015 Annual Meeting of Stockholders, or 2015 Annual Meeting, we submitted our executive compensation program to an advisory vote of our stockholders and it received the support of 93%97% of the total votes cast. Annually, the Compensation Committee intends to review the results of the advisory vote and will consider this feedback as it completes its annual review of each pay element and the total compensation packages for our named executive officers with respect to the next fiscal year.

Components of our Executive Compensation Program

Fiscal 2015 Executive Compensation Program

TheIn fiscal 2015, the primary elements of our executive compensation program are:were:

We do not have any policy or target for allocating compensation between long-term and short-term compensation, between cash and non-cash compensation or among the different forms of non-cash compensation. Instead, the Compensation Committee determines what it believes to be the appropriate level and mix of the various compensation components based on its review of compensation of similarly situated executives in our peer group, the advice of its compensation consultant and our compensation philosophy described previously.

Base Salary

We use base salaries to recognize the experience, skills, knowledge and responsibilities of our employees, including our named executive officers. None of our named executive officers is currently party to an employment agreement that provides for automatic or scheduled increases in base salary.

On an annual basis, our Compensation Committee reviews and evaluates for adjustment the base salaries of our named executive officers based on the scope of each executive’s responsibilities, individual contribution, prior experience and sustained performance. Base salaries are also reviewed and adjusted, as deemed appropriate, in the case of promotions or other significant changes in

responsibility. No formulaic base

salary increases are provided to our named executive officers.officers, and none of our named executive officers is currently party to an employment agreement that provides for automatic or scheduled increases in base salary. In making decisions regarding salary increases, wethe Compensation Committee may also draw on the experiences of members of our Board with other companies and the peer group compensation data reviewed by the Compensation Committee. TheAfter taking into consideration such factors, the Compensation Committee approved a 2.0% increase in the annual base salaries of our named executive officers were not increased for transition period 2014.

fiscal 2015.

The following table sets forth the annual base salaries of our named executive officers as offor fiscal 2015 and the transition period from May 1, 2014 to December 31, 2014, April 30, 2014 and April 30, 2013:or transition period 2014:

Annual Cash Incentives

Fiscal 2015 Annual Cash Incentive BonusCompensation

Each of our named executive officers are eligible to receive an annual incentive bonus consisting of cash, a stock award or a combination thereof in an amount, if any, to be approved by the Compensation Committee after the conclusion of each fiscal year or comparable reporting period. The annual incentive bonuses for named executive officers are intended to compensate them for the achievement of our strategic, operational and financial goals. Amounts payable under the annual incentive bonus plan are calculated as a percentage, from zero to 100%, of a maximum bonus amount, which is based on a percentage of the applicable executive’s base salary.

Transition Period 2014 Bonus Plan

In June 2014,January 2015, the Compensation Committee approved the annual incentive bonuscompensation plan for transition period 2014,fiscal 2015, or fiscal 2015 bonus plan, pursuant to which our named executive officers were eligible to receive a bonus with respect to transition period 2014, payable in cash or equity, as determined by our Compensation Committee, based upon the improvement of Economic Value Added, or EVA, in transition period 2014 compared to EVA in the eight-month period ended December 31, 2013. EVA is calculated as operating income less a cost of capital charge, with the cost of capital charge calculated as our weighted average cost of capital applied to the net assets of each operating unit. The eligibility of our named executive officers to receive an annual incentive bonus under the 2014 transition period bonus plan was contingent upon our compliance with financial covenants under our subsequently refinanced senior secured credit facility. If we were not compliant, or were not expected to be in compliance with our financial covenants, then the calculated bonuses would be scaled back or eliminated to bring us into compliance with such financial covenants. As of December 31, 2014, we were in compliance with such financial covenants.

The following table shows the transition period 2014 maximum annual incentive bonus amount calculated as a percentage of the prorated portion of annual base salary for which each of Messrs. John Casella, Coletta, Johnson, Schmitt and Heald was eligible. The transition period 2014 maximum bonus amount was prorated based on an eight-month period as compared to a standard twelve-month period.

In February 2015, the Compensation Committee approved the payout of annual incentive bonuses to our named executive officers under the transition period 2014 bonus plan based upon the achievement of increased EVA when compared to the eight-month period ended December 31, 2013. The period-over-period increase in EVA for the eight-month period ended December 31, 2013 to transition period 2014 was $1,711,759. As defined by the plan, the Compensation Committee allocated 30% of such positive year-over-year EVA improvement to the annual incentive bonus pool for our named executive officers. Based on such allocation, the annual cash incentive bonuses awarded under the transition period 2014 bonus plan were calculated at 57.5% of the transition period 2014 maximum annual incentive bonus amount for each named executive officer and awarded by the Compensation Committee as follows: $206,868 for Mr. John Casella, $85,251 for Mr. Coletta, $123,738 for Mr. Johnson, $62,234 for Mr. Schmitt and $35,436 for Mr. Heald.

Fiscal 2015 Bonus Plan

In January 2015, the Compensation Committee approved the annual incentive bonus plan for the fiscal year ending December 31, 2015, or fiscal 2015, pursuant to which our named executive officers are eligible to receive a bonuscompensation with respect to fiscal 2015, payable in cash or equity, as determined by our Compensation Committee, based upon the improvement of EVA in fiscal 2015 compared to EVA in the twelve months ended December 31,calendar 2014. EVA is calculated as operating income, adjusted for certain items, less a cost of capital charge, with the cost of capital charge calculated as our weighted average cost of capital applied to our consolidated net fixed assets. As defined by the plan, the Compensation Committee willwould allocate positive year-over-year EVA improvement to the annual incentive pool for our named executive officers as follows: 7.5% of such positive year-over-year EVA improvement if EVA increases up

The amount payable to $5.6 million year-over-year for the twelve months ended December 31, 2015 as compared to the twelve months ended December 31, 2014; 15% of such incremental positive year-over-year EVA improvement if EVA increases over $5.6 million up to $9.1 million year-over-year; and 30% of such incremental positive year-over-year EVA improvement if EVA increases over $9.1 million year-over-year. If EVA decreases year-over-year, then no EVA improvement will be allocated toeach named executive officer from the annual incentive pool.pool would be based on a percentage, from zero to 100%, of a maximum bonus amount (based on a percentage of annual base salary) that the applicable executive would be eligible to receive under the fiscal 2015 bonus plan. Such percentage would be calculated by comparing the amount of the annual incentive pool to the aggregate maximum bonus amounts of all the named executive officers. If we arewere not in compliance with financial covenants under our senior secured asset-based revolving credit facility before or after accruing for bonus awards as determined by the fiscal 2015 bonus plan, ourthen the Board maywould have the discretion to reduce the annual incentive bonuscompensation payouts to ensure compliance with such financial covenants.

Under

In March 2016, the Compensation Committee approved the payout of annual incentive compensation to our named executive officers under the fiscal 2015 bonus plan based upon the achievement of increased EVA when compared to calendar 2014. The period-over-period increase in EVA for calendar 2014 to fiscal 2015 was $9,315,247. As defined by the plan, the Compensation Committee allocated $1,009,575, which was 10.8% of such positive year-over-year EVA improvement, to the annual incentive bonus pool for our named executive officers. Such allocated amount was calculated to be 73.8% of the aggregate maximum bonus amounts that all the named executive officers were eligible to receive under the fiscal 2015 bonus plan, and therefore the annual cash incentive compensation awarded to each named executive officer under the fiscal 2015 bonus plan was 73.8% of the maximum bonus amount thatof each of ournamed executive officer.

The table below shows the annual cash incentive compensation paid to the named executive officers under the fiscal 2015 bonus plan. The total annual incentive paid to each named executive, which includes the special bonus payments received by Mr. Coletta and Mr. Heald as described below, is eligible to receive is based uponreflected in the following percentage“Non-Equity Incentive Plan Compensation” column of the respective officer’s annual base salary paid during fiscal 2015: Mr. John Casella: 120%; Mr. Coletta: 75%; Mr. Johnson: 85%; Mr. Schmitt: 60% and Mr. Heald: 50%.Summary Compensation Table.

Discretionary Bonus

Special Bonuses

In October 2014, the Compensation Committee approved a special one-time bonus plan for members of our finance team, including Messrs. Coletta and Heald, whose responsibilities and workloads would

be significantly increased byrelating to certain proposed financing transactions, including the refinancing of our senior secured credit facility. Pursuant to such bonus plan, Mr. Coletta was eligible to receive a bonus payment upon the closing of each of four specified financing transactions for a total bonus payout of $202,055 and Mr. Heald was eligible to receive a bonus payment upon the closing of each of two specified financing transactions for a total bonus payout of $85,250. Two of the transactions closed during transition period 2014, and the remaining other two transactions closed in fiscal 2015. Mr. Coletta received a bonus payout of $202,055, of which $44,100 was earned during transition period 2014 and $157,955 was earned during fiscal 2015. Mr. Heald received a bonus payout of $85,250, all of which was earned in fiscal 2015.

Stock Awards

Long-Term Incentives

Our named executive officers are also eligible to receive stockequity awards under our stock incentive plans. We typically make equity awards to our officers and employees as an incentive to enhance long-term shareholder value. Equity awards are typically granted when the person is first hired, receives a promotion or other significant change in responsibility, and thereafter once annually as a part of our broader equity incentive program at a regularly scheduled Compensation Committee meeting atearly in the commencement of the respective fiscal year or comparable reporting period. Although the Compensation Committee does not use peer group compensation to formally benchmark the compensation of our named executive officers, the Compensation Committee considers this information as an important reference point in determining the size of an equity award based on a compensation comparison of each of our named executive officers to the comparable executive officers of our peer group.year.

Historically, the use of stock options has been a significant element in the compensation packages of our named executive officers and our broader annual equity incentive program. The stock optionsIn fiscal 2015, we have granted to our named executive officers generally vest in equal annual installments over a three or four-year period of the ten-year stock option term, beginning on the first anniversary of the date of grant. Exercise rights generally cease shortly after termination of employment except in the case of death or disability, although in certain circumstances the exercise period may be extended if the Compensation Committee believes the extension is in our best interests. Prior to the exercise of a stock option, the holder has no rights as a stockholder with respect to the shares subject to such stock option, including voting rights and the right to receive dividends or dividend equivalents. It has been the policy of the Stock Plan Subcommittee to set the exercise price of the stock options at a price that is at least equal to the fair market value of a share of our Class A common stock as of the date of grant.

Since 2009, we have issued restricted stock units, as part of our broader annual equity incentive program instead of stock options as we believe that they generally serve as a more effective equity incentive program to retain quality employees and drive shareholder value. These restricted stock units,or RSUs, each of which represents the right to receive a share of our Class A common stock, are subject to vesting conditions. For transition period 2014, we granted restricted stock units to our named executive officers as part of our broader annual equity incentive program that vest based on continued employment in three equal annual installments beginning on the first anniversary of the date of grant. The transition period 2014 grant of restricted stock units was prorated based on an eight-month period as compared to a standard twelve-month period. The restricted stock units will vest in full upon a change of control of the Company. For fiscal 2015, we have also granted restricted stock units to our named executive officers that vest based on continued employment in three equal annual installments beginning on the first anniversary of the date of grant. The RSUs will vest in full upon a change of control of the Company. The number of RSUs granted to our named executive officers are as follows:

We doChanges Implemented in Fiscal 2016 to Further Align Pay with Performance

In March 2016, the Compensation Committee implemented several changes to our executive compensation program for fiscal 2016, including the adoption by the Compensation Committee of the Non-Equity Incentive Plan pursuant to which participants are granted awards that are earned at the end of a specified performance period, subject to the achievement of performance goals established by the Compensation Committee. As part of its comprehensive annual review process, the Compensation Committee considered feedback received from stockholders, data provided by the Compensation Committee’s independent compensation consultant, and alignment of the executive compensation program to our fiscal 2016 operating plan and budget, or Fiscal 2016 Operating Plan, and our Fiscal 2018 Plan, as described above in “Proxy Summary”.

In implementing such changes to the executive compensation program for fiscal 2016, the goal of the Compensation Committee was to further align the compensation of our executive officers with stockholders’ interests, to better align executive compensation to the Fiscal 2016 Operating Plan and the Fiscal 2018 Plan by directly linking compensation to the achievement of company performance goals under such plans and to appropriately balance “fixed” and “performance-based” compensation. Further, while the percentage of the total compensation of each executive officer that is comprised of each component of our executive compensation program is not have aspecifically fixed, the Compensation Committee has targeted total target cash compensation (base salary and annual cash incentive compensation) of our executive officers closer to the 50^th percentile of the market data provided by the Compensation Committee’s independent compensation consultant by increasing the total target annual cash incentive compensation for certain executive officers.

The key changes to the executive compensation program plan or practice of timingapproved by the grant of equity awards in coordination with the release of material non-public information.Compensation Committee for fiscal 2016 are as follows:

While the Compensation Committee approved the majority of its planned changes to our executive compensation program in March 2016, the planned updates to long-term equity incentive compensation for our executive officers will only be fully implemented after we receive stockholder approval for the 2016 Incentive Plan at the 2016 Annual Meeting. The Compensation Committee plans to shift long-term incentive compensation from the current program that only includes time-vested RSUs, to a new program by implementing the following:

In addition, in July 2016, the Compensation Committee retained a new independent compensation consultant, Pay Governance LLC, to assist the Compensation Committee and the Company in effecting these changes, including reviewing the executive compensation disclosure in this proxy statement, developing the necessary analytics to calculate and administer the Relative TSR multiplier for PSUs, and completing a competitive review of director compensation.

Fiscal 2016 Annual Cash Incentive Compensation

Annual incentive compensation for fiscal 2016 will be paid to our executive officers pursuant to the Non-Equity Incentive Plan. The Compensation Committee determined that each of the Company’s executive officers will have an opportunity to earn annual incentive compensation for fiscal 2016 based on a percentage of annual base salary. The target annual cash incentive compensation opportunity of each named executive officer, based upon the following percentage of the respective officer’s annual base salary, is as follows:

Benefits and Other Compensation

We maintain broad based benefits that are provided to all employees, including health and dental insurance, life and disability insurance and a 401(k) plan. Our named executive officers are eligible

to participate in all of our employee benefit plans, in each case, on the same basis as other employees.

We provide limited perquisites to our named executive officers. Messrs. Casella, Coletta and Johnson are eligible to receive car allowances, and the amounts that they received for car allowances in fiscal 2015 are detailed in the Summary Compensation Table. We provide this benefit because we believe it is reasonable, competitive and consistent with our overall executive compensation program.

Severance and Change-of-Control Benefits

Pursuant to employment agreements we have entered into with our named executive officers, other than Mr. Heald, each such named executive officer is entitled to specified benefits in the event of the termination of his employment under

Free Cash Flow is calculated as net cash provided by operating activities, less capital expenditures (excluding acquisition and rail infrastructure related capital expenditures), less payments on landfill operating lease contracts, plus proceeds from divestiture transactions, plus proceeds from the sale of property and equipment, plus proceeds from property insurance settlement, less contributions from (distributions to) noncontrolling interest holders, subject to certain adjustments as specified by the Compensation Committee pursuant to the Non-Equity Incentive Plan.

specified circumstances, including termination following a change of control of the Company. We have provided more detailed information about these benefits, along with estimates of their value under various circumstances, under the caption “—Potential Payments Upon Termination or Change of Control” below.

Compliance with Internal Revenue Code Section 162(m)

Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code, generally disallows a tax deduction for compensation in excess of $1.0 million paid to a company’s chief executive officer and its three other officers (other than the chief financial officer) whose compensation is required to be reported to our stockholders pursuant to the Exchange Act by reason of being among our most highly paid executive officers. Certain compensation, including qualified performance based compensation, is not subject to the deduction limitation if certain requirements are met. The Compensation Committee including its Stock Plan Subcommittee, reviews the potential effect of Section 162(m) periodically and uses its judgment to authorize compensation payments that may be in excess of the limit when it believes such payments are appropriate and in the best interests of our stockholders, after taking into consideration changing business conditions and the performance of our employees.

Compensation Committee Report

Our Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on this review and discussion, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in this proxy statement.

By the Compensation Committee of the Board of Directors of Casella Waste Systems, Inc.

Emily Nagle Green

James E. O’Connor

Gregory B. Peters

Summary Compensation

The following table sets forth the total compensation earned by, paid to or granted to our named executive officers during the fiscal years or transition period indicated.

Summary Compensation Table