UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. _____)
| |  | Filed by the Registrant |  | Filed by a party other than the Registrant |
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| Preliminary Proxy Statement |
| Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| Definitive Proxy Statement |
| Definitive Additional Materials |
| Soliciting Material under § 240.14a-12 |
WasteConnections, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF
WASTE CONNECTIONS, INC.
To our shareholders,
You are receiving this notification as Waste Connections, Inc. (the “Company”) has decided to use the notice and access model for delivery of meeting materials to its shareholders. Under notice and access, shareholders still receive a voting instruction form enabling them to vote at the Company’s meeting (the “Meeting”). However, instead of a paper copy of the Management Information Circular and Proxy Statement (the “Proxy Statement”), the Annual Report and the Annual Report on Form 10-K, shareholders receive this notice with information on how they may access such materials electronically. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and also will reduce the cost of printing and mailing materials to shareholders.
MEETING DATE AND LOCATION
| WHEN: | Friday, May 15, 2020 | WHERE: | Waste Connections, Inc. |
| | 8:00 a.m. (Central Time) | | 3 Waterway Square Place, Suite 110 |
| | | | The Woodlands, Texas 77380 U.S.A. |
SHAREHOLDERS WILL BE ASKED TO CONSIDER AND VOTE ON THE FOLLOWING MATTERS:
| | Item of Business | Highlights | Board Vote Recommendation |
| 1 | Election of Directors of Waste Connections, Inc. | Election of the eight director nominees named in the Proxy Statement, each to hold office until the close of the 2021 Annual Meeting of Shareholders of the Company, or until such director’s earlier resignation, or their respective successors are otherwise duly elected or appointed. See Proxy Statement section “Election of Directors”. | FOR EACH DIRECTOR NOMINEE |
| 2 | Advisory Vote on Named Executive Officer Compensation (“Say on Pay”) | Approval, on a non-binding, advisory basis, of the compensation of our named executive officers as disclosed in the Proxy Statement. See Proxy Statement section “Advisory Vote on Named Executive Officer Compensation (“Say on Pay”)”. | FOR |
| 3 | Appointment of Independent Registered Public Accounting Firm | Appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm until the close of the 2021 Annual Meeting of Shareholders of the Company and authorization of the Company’s Board of Directors to fix the remuneration of the independent registered public accounting firm. See Proxy Statement section “Appointment of Independent Registered Public Accounting Firm and Authorization of the Board of Directors to Fix the Remuneration of the Independent Registered Public Accounting Firm”. | FOR |
| 4 | Approval of the Waste Connections, Inc. 2020 Employee Share Purchase Plan | Approval of the Waste Connections, Inc. 2020 Employee Share Purchase Plan. See Proxy Statement section “Approval of the Waste Connections, Inc. 2020 Employee Share Purchase Plan”. | FOR |
| 5 | Other business | Shareholders may be asked to consider other business that may properly come before the Meeting or any adjournment or postponement thereof. Management is not aware of any other items of business at this time. | N/A |
The record date for the Meeting is March 19, 2020. The record date is the date for the determination of the registered holders of common shares entitled to receive notice of, and to vote at, the Meeting and any adjournment or postponement.
SHAREHOLDERS ARE REMINDED TO VIEW OUR MEETING MATERIALS PRIOR TO VOTING.
WEBSITES WHERE MEETING MATERIALS ARE POSTED
Meeting materials can be viewed online atwww.sedar.com andwww.sec.gov,in addition to our website:
2020 Management Information Circular and Proxy Statement:http://wasteconnections.investorroom.com/proxy-information
2019 Annual Report:http://wasteconnections.investorroom.com/proxy-information
Annual Report on Form 10-K for Fiscal Year Ended December 31, 2019 (including financial statements and management’s discussion and analysis):http://wasteconnections.investorroom.com/proxy-information
All shareholders who have requested to receive our annual report will receive a paper copy of our annual report.
HOW TO OBTAIN PAPER COPIES OF THE MEETING MATERIALS
You may request that paper copies of the meeting materials be sent to you by mail at no cost. Requests may be made up to one year from the date that our Management Information Circular and Proxy Statement was filed on SEDAR, online atwww.proxyvote.comor by telephone at1-877-907-7643and entering the 16-digit control number located on the voting instruction form or notification letter and following the instructions provided. Requests should be received at least five business days in advance of the date and time set out in your voting instruction form as a voting deadline if you would like to receive the meeting materials in advance of the proxy voting deadline and the meeting date.
VOTING
You should return your voting instruction form using one of the following methods at least one business day in advance of the proxy deadline noted on your voting instruction form:
Canadian Investors:
| INTERNET: | www.proxyvote.com |
| TELEPHONE: | 1-800-474-7493 (ENGLISH) OR 1-800-474-7501 (FRENCH) |
| MAIL: | DATA PROCESSING CENTRE |
P.O. BOX 3700, STN INDUSTRIAL PARK
MARKHAM ON, L3R 9Z9 CANADA
U.S. Investors:
| INTERNET: | www.proxyvote.com |
| MAIL: | PROXY SERVICES
PO BOX 9104
FARMINGDALE NY 11735-9533 |
Shareholders with questions about notice and access can call toll-free at 1-855-887-2244.
