SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
WASTE INDUSTRIES, INC.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies: N/A
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2) Aggregate number of securities to which transaction applies: N/A
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction: N/A
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( ) Fee paid previously with preliminary materials.
( ) 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: N/A
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3) Filing Party: N/A
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4) Date Filed: N/A
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WASTE INDUSTRIES, INC.
3301 Benson Drive, Suite 601
Raleigh, North Carolina 27609
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 24, 2000
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TO THE SHAREHOLDERS OF WASTE INDUSTRIES, INC.
The Annual Meeting of Shareholders of Waste Industries, Inc., a North
Carolina corporation (the "Company"), will be held at the 3301 Benson Drive,
First Floor, Raleigh, North Carolina, on Wednesday, May 24, 2000 at 4:00 p.m.,
for the following purposes:
o to elect a board of six directors;
o to ratify the appointment of Deloitte & Touche LLP as the independent
auditors of the Company for the fiscal year ending December 31, 2000; and
o to act upon such other matters as may properly come before the meeting or
any adjournment thereof.
The foregoing items are more fully described in the attached Proxy
Statement.
The Board of Directors has fixed the close of business on April 28, 2000 as
the record date for the determination of shareholders entitled to notice of and
to vote at the meeting or any adjournment or adjournments thereof. All such
shareholders are cordially invited to attend the meeting in person. However, to
assure your representation at the meeting, you are urged to mark, sign, date and
return the enclosed proxy card as promptly as possible in the postage-prepaid
envelope enclosed for that purpose. Any shareholder attending the meeting may
vote in person, even if such shareholder returned a proxy.
The Company's Proxy Statement and proxy is submitted herewith along with
the Company's Annual Report to Shareholders for the fiscal year ended December
31, 1999.
IMPORTANT -- YOUR PROXY IS ENCLOSED
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, SHAREHOLDERS ARE URGED TO
EXECUTE AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS REQUIRED FOR MAILING IN THE UNITED STATES.
By Order of the Board of Directors
LONNIE C. POOLE, JR.,
Chairman of the Board and
Chief Executive Officer
Raleigh, North Carolina
April 28, 2000
WASTE INDUSTRIES, INC.
3301 Benson Drive, Suite 601
Raleigh, North Carolina 27609
---------------
PROXY STATEMENT
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ANNUAL MEETING OF SHAREHOLDERS
May 24, 2000
INFORMATION CONCERNING SOLICITATION AND VOTING
The enclosed proxy is solicited by the Board of Directors of Waste
Industries, Inc., a North Carolina corporation (the "Company"), for use at the
Company's Annual Meeting of Shareholders to be held at 3301 Benson Drive, First
Floor, Raleigh, North Carolina, at 4:00 p.m. on Wednesday, May 24, 2000, and any
adjournments thereof (the "Meeting"). The cost of soliciting proxies will be
borne by the Company. In addition to solicitation of proxies by mail, employees
of the Company, without extra remuneration, may solicit proxies personally or by
telephone. The Company will reimburse brokerage firms and other custodians,
nominees and fiduciaries for their reasonable out-of-pocket expenses for
forwarding proxy materials to beneficial owners and seeking instruction with
respect thereto. The mailing address of the principal executive offices of the
Company is 3301 Benson Drive, Suite 601, Raleigh, North Carolina 27609. Copies
of this Proxy Statement and accompanying proxy card were mailed to shareholders
on or about April 30, 2000.
REVOCABILITY OF PROXIES
Any shareholder giving a proxy has the power to revoke it at any time
before it is voted by giving a later proxy or written notice to the Company
(Attention: Stephen C. Shaw, Chief Financial Officer), or by attending the
Meeting and voting in person.
VOTING
When the enclosed proxy is properly executed and returned (and not
subsequently properly revoked), the shares it represents will be voted in
accordance with the directions indicated thereon, or, if no direction is
indicated thereon, it will be voted: (1) FOR the election of the six nominees
for director identified below; (2) FOR ratification of the appointment of
Deloitte & Touche LLP, Raleigh, North Carolina, as independent auditors of the
Company for the fiscal year ending December 31, 2000; and (3) in the discretion
of the proxies with respect to any other matters properly brought before the
shareholders at the Meeting.
RECORD DATE
Only the holders of record of the Company's Common Stock at the close of
business on the record date, April 28, 2000 (the "Record Date"), are entitled to
notice of and to vote at the Meeting. On the Record Date, 13,854,591 shares of
Common Stock were outstanding. Shareholders will be entitled to one vote for
each share of Common Stock held on the Record Date.
PROPOSAL NO. 1 -- ELECTIONS OF DIRECTORS
NOMINEES
The Company's bylaws provide that the number of directors constituting the
Board of Directors shall be no less than three. The number of directors is
currently six, and the number authorized to be elected at the Meeting is six.
Therefore, that number of directors are to be elected to serve for one year,
until the election and qualification of their successors, and it is intended
that proxies, not limited to the contrary, will be voted FOR all of the
management nominees named below. If any such nominee is unable or declines to
serve as a director at the time of the Meeting, the individuals named in the
enclosed proxy may exercise their discretion to vote for any substitute proposed
by the Board of Directors. It is not anticipated that any nominee listed below
will be unable or will decline to serve as a director. None of the directors,
nominees or executive officers is related by blood, marriage or adoption to any
other director, nominee or any executive officer of the Company.
Name of Management Nominee Age Director Since
-------------------------------- ----- ---------------
Lonnie C. Poole, Jr. .......... 62 1970
Jim W. Perry .................. 55 1974
J. Gregory Poole, Jr. ......... 65 1994
Thomas F. Darden .............. 45 1997
Thomas C. Cannon .............. 50 1999
Paul L. Brunswick ............. 60 1999
Lonnie C. Poole, Jr. founded the Company in 1970 and has served as Chief
Executive Officer and Chairman of the Board of Directors of the Company since
that time. Mr. Poole holds a B.S. in Civil Engineering from North Carolina
State University and an M.B.A. from the University of North Carolina at Chapel
Hill. He has served in the Environmental Industry Association, a non-profit
business association established to, among other things, inform, educate and
assist its members in cost-effective, safe and environmentally responsible
management of waste ("EIA", formerly the National Solid Waste Management
Association or the "NSWMA"), in the following positions: Chairman;
Vice-Chairman; and Board Member. In addition, Mr. Poole has served in the EIA
Research and Education Foundation as Chairman and now is a member of its Board
of Directors. Mr. Poole was inducted into the EIA Hall of Fame in 1994.
Jim W. Perry joined the Company in 1971 and has served as the Company's
President and Chief Operating Officer since 1987 and as a director since 1974.
Mr. Perry holds a B.S. in Agricultural and Biological Engineering from North
Carolina State University and an M.S. in Systems Management from the University
of Southern California. Mr. Perry has received the Distinguished Service Award
from the NSWMA. In addition, Mr. Perry has served in the Carolinas Chapter of
NSWMA as Chairman and on the Membership Committee. Mr. Perry was inducted into
the EIA Hall of Fame in 1997.
J. Gregory Poole, Jr., an original investor in the Company in 1970, has
served as a member of the Board of Directors since 1994. Until March 1999, Mr.
Poole was Chairman of the Board and Chief Executive Officer of Gregory Poole
Equipment Company. Mr. Poole is a member of the Board of Directors of First
Union Corporation. Mr. Poole holds a B.S. in Business Administration from the
University of North Carolina at Chapel Hill.
Thomas F. Darden has served as a director of the Company since June 1997.
Since 1984, Mr. Darden has served as Chairman of Cherokee Sanford Group LLC, or
its predecessors and affiliates, which include a brick manufacturing company
and a $250 million brownfield investment fund. He is also a principal of
Franklin Street/Fairview Capital, a private equity investment company. Mr.
Darden chaired the Triangle Transit Authority and is on the boards of Shaw
University, Winston Hotels, Inc. and BTI Telecom Corp. In addition, Mr. Darden
has served on the Board of Visitors and currently serves on the Honors Advisory
Board at the University of North Carolina at Chapel Hill. Mr. Darden holds a
B.A. with Highest Honors and an M.R.P. in Environmental Planning from the
University of North Carolina at Chapel Hill, and a J.D. from Yale University.
Thomas C. Cannon has served as a Vice President of the Company since its
acquisition of TransWaste Services, Inc. in September 1998. Mr. Cannon founded
TransWaste Services in 1994 and has served as its President since that time. He
holds a B.B.A. in Industrial Management from the University of Georgia and has
done graduate work in Accounting at Georgia Southwestern College.
Paul L. Brunswick has served as a director of the Company since December
1999. Currently Mr. Burnswick is president of General Management Advisory. From
1992 to 1999, Mr. Brunswick served as Vice President and Chief Financial
Officer of GoodMark Foods, Inc., a public company that was acquired by ConAgra,
Inc. in July 1998. From
2
1987 to 1992, he served as Vice President and Chief Financial Officer for
CompuChem Corporation, a public company that was acquired by Hoffman-La Roche
in 1992. Mr. Brunswick has served on several company boards of directors and is
currently the President of the Northern Carolina Chapter of the Financial
Executives Institute and serves on the board of Life Experiences, a nonprofit
public service organization. He has previously served on the boards of United
Way and Junior Achievement. Mr. Brunswick holds a B.S. in Accounting and an
M.B.A. from Ohio State University.
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND ITS COMMITTEES
The business of the Company is under the general management of the Board of
Directors as provided by the laws of North Carolina and the Bylaws of the
Company. During the fiscal year ended December 31, 1999, the Board of Directors
held four formal meetings, excluding actions by unanimous written consent. Each
Member of the Board attended 100% of the fiscal 1999 meetings of Board of
Directors and Board committees of which he was a member.
The Board of Directors has an Audit Committee and a Compensation
Committee, but not a nominating committee. The Audit Committee currently
consists of Paul L. Brunswick, chairman, J. Gregory Poole, Jr. and Thomas F.
Darden. During 1999, the Audit Committee held one formal meeting. The Audit
Committee reviews the results and scope of the audit and other services
provided by the Company's independent auditors. The Compensation Committee
currently consists of Paul L. Brunswick, chairman, J. Gregory Poole, Jr. and
Thomas F. Darden. During 1999, the Compensation Committee held one formal
meeting, excluding actions by unanimous written consent. The Compensation
Committee makes recommendations to the Board of Directors regarding salaries
and incentive compensation for officers of the Company, and administers the
Company's stock plans.
VOTE REQUIRED
The six nominees receiving the highest number of affirmative votes of the
shares present or represented and entitled to be voted at the Meeting shall be
elected as directors of the Company. In accordance with North Carolina law,
votes withheld from any director will be counted for purposes of determining the
presence or absence of a quorum for the transaction of business. Withheld votes,
if any, are not treated as votes cast and, therefore, will have no effect on the
proposal to elect directors.
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED AND RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" THE ELECTION OF THE MANAGEMENT NOMINEES LISTED ABOVE.
PROPOSAL NO. 2 --
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors of the Company has appointed the firm of Deloitte &
Touche LLP, Raleigh, North Carolina, to serve as the independent auditors of the
Company for the fiscal year ending December 31, 2000, and recommends that the
shareholders ratify such action. Deloitte & Touche LLP has audited the accounts
of the Company since 1983 and has advised the Company that it does not have, and
has not had, any direct or indirect financial interest in the Company or its
subsidiaries in any capacity other than that of serving as independent auditors.
Representatives of Deloitte & Touche LLP are expected to attend the Meeting.
They will have an opportunity to make a statement, if they desire to do so, and
will also be available to respond to appropriate questions.
The affirmative vote of the holders of a majority of the shares of the
Company's Common Stock present or represented and voting on this proposal at the
Meeting shall constitute ratification of the appointment of Deloitte & Touche
LLP. If the appointment of Deloitte & Touche LLP is not ratified by the
shareholders, the Board of Directors will reconsider its selection.
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED AND RECOMMENDS A VOTE "FOR"
THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT
AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2000.
3
OTHER INFORMATION
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding the ownership
of shares of the Company's Common Stock as of the Record Date by (i) each person
known by the Company to beneficially own more than 5% of the outstanding shares
of Common Stock, (ii) each director and director nominee of the Company, (iii)
each of the Named Executive Officers, as listed under " -- Executive
Compensation -- Summary Compensation" below, and (iv) all directors and
executive officers of the Company as a group.
Shares
Beneficially Owned
Name(1) Owned Percentage
- ---------------------------------------------------------------- ------------- -----------
Lonnie C. Poole, Jr.(2) ........................................ 5,294,924 37.7%
3301 Benson Drive, Suite 601
Raleigh, NC 27609
Lonnie C. Poole, III(3) ........................................ 3,083,338 22.2%
3301 Benson Drive, Suite 601
Raleigh, NC 27609
Scott J. Poole(4) .............................................. 3,082,623 22.2%
2408 Mt. Vernon Church Road
Raleigh, NC 27614
Jim W. Perry(5) ................................................ 1,679,800 12.0%
3301 Benson Drive, Suite 601
Raleigh, NC 27609
Goldman Sachs Asset Management ................................. 1,028,600 7.4%
1 New York Plaza
New York, NC 10004
J. Gregory Poole, Jr.(6) ....................................... 635,032 4.6%
Thomas C. Cannon(7) ............................................ 424,637 3.1%
Stephen C. Shaw(8) ............................................. 14,783 *
Paul L. Brunswick .............................................. 2,536 *
Thomas F. Darden(9) ............................................ 2,000 *
All directors and executive officers as a group (7 persons)(10) 8,053,682 56.8%
- ---------
* Less than one percent.
(1) This table is based upon information supplied by officers, directors and
principal shareholders of the Company and from Schedules 13D and 13G filed
with the Securities and Exchange Commission (the "SEC"). Unless otherwise
indicated in the footnotes to this table and subject to community property
laws where applicable, each of the shareholders named in this table has
sole voting and investment power with respect to the shares indicated as
beneficially owned. Share ownership in each case includes shares issuable
upon exercise of warrants and options that may be exercised within 60 days
after the Record Date for purposes of computing the percentage of Common
Stock owned by such person but not for purposes of computing the percentage
owned by any other person. Applicable percentages are based on 13,854,591
shares outstanding on the Record Date.
(2) Includes 206,028 shares underlying vested options, 1,000 shares owned by
Mr. Poole's wife and 2,341,838 shares held by three grantor trusts of
which Lonnie C. Poole, III and Scott J. Poole, Mr. Poole's children, are
beneficiaries and/or trustees.
(3) Includes 65,361 shares underlying vested options, 971,260 shares held by a
trust of which Mr. Poole is a co-trustee and beneficiary and 971,258 shares
held by a trust of which he is a beneficiary with shared investment power.
(4) Includes 63,471 shares underlying vested options, 971,260 shares held by a
trust of which Mr. Poole is a co-trustee and beneficiary and 971,258 shares
held by a trust of which he is a beneficiary with shared investment power.
(5) Includes 102,581 shares underlying vested options.
(6) Includes 540,000 shares owned by Mr. Poole's three adult children and
2,520 shares held by Mr. Poole's children as custodian for his three
grandchildren. As to all of such shares, Mr. Poole disclaims beneficial
ownership.
(7) Includes 600 shares underlying vested options.
(8) Includes 6,223 shares underlying vested options.
(9) The shares are held in a custodial account managed by Mr. Darden's wife for
the benefit of Mr. Darden's son.
(10) Includes the shares (including shares underlying vested options) discussed
in footnotes (2) and (5) - (9).
4
EXECUTIVE COMPENSATION
Summary Compensation
The following table sets forth all compensation paid by the Company for
services rendered to it in all capacities for the fiscal years ended December
31, 1997, 1998, and 1999 to the Company's Chief Executive Officer and the
Company's other executive officers who earned at least $100,000 in the
respective fiscal year (collectively, the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Awards
Annual Compensation --------------
Fiscal ----------------------- Stock Options All Other
Name and Principal Position Year Salary Bonus (Shares) Compensation(1)
- ------------------------------------------------- ------- ----------- ----------- -------------- ----------------
Lonnie C. Poole, Jr. ............................ 1999 $ -- $ -- 26,833 $ --
Chairman and Chief Executive Officer 1998 $ -- $ -- -- $ 4,200
1997 $224,324 $141,127 -- $42,672(2)
Jim W. Perry .................................... 1999 $214,798 $ -- 22,979 $ 7,956
President 1998 $212,381 $ -- -- $15,132
1997 $201,676 $107,828 -- $42,760(2)
Stephen C. Shaw ................................. 1999 $ 92,450 $ 19,747 3,000 $ 4,447
Chief Financial Officer, Secretary and Treasurer
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(1) Includes for Mr. Poole and Mr. Perry:
o profit sharing contributions of $4,511 in 1997;
o auto allowances of $4,200 in 1997 and 1998;
o life insurance premiums paid by the Company on executive group policy
insurance coverage in excess of $50,000 payable to the Named Executive
Officer or his family as follows: Mr. Poole, $2,488 in 1997; and Mr.
Perry, $874, $932 and $1,456 in 1997, 1998 and 1999, respectively;
o 401(k) Plan contributions in the following amounts for 1997, 1998 and
1999: Mr. Poole, $673, $0 and $0; and Mr. Perry, $2,375, $10,000 and
$6,500.
Includes for Mr. Shaw, in 1999:
o life insurance premiums of $67 paid by the Company on executive group
policy insurance coverage in excess of $50,000 payable to Mr. Shaw or his
family; and
o 401(k) Plan contributions of $4,380.
(2) Includes director's fees of $30,800.
Option Grants, Exercises and Holdings and Fiscal Year-End Option Values
The following table sets forth certain information concerning all grants of
stock options made during the year ended December 31, 1999 to the Named
Executive Officers:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Potential Realizable
Value at Assumed Annual
Number of % of Total Rates of Stock Price
Securities Options/SARs Price Appreciation
Underlying Granted to Exercise for Option Term (1)
Options/SARs Employees or Base Expiration -----------------------
Name Granted in Fiscal Year ($/Share) Date 5% 10%
- ------------------------- ------------- ---------------- ----------- ----------- ----------- ------------
Lonnie C. Poole Jr. ..... 26,833 34.8% $ 16.78 April 2004 $124,505 $274,769
Jim W. Perry ............ 22,979 29.7% $ 16.78 April 2004 $106,623 $235,305
Stephen C. Shaw ......... 3,000 3.9% $ 15.25 April 2004 $ 12,630 $ 21,240
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(1) Potential realizable value is based on the assumption that the Common Stock
of the Company will appreciate at the annual rate shown (compounded
annually) from the date of grant until the expiration of the option term.
These amounts are calculated for SEC-mandated disclosure purposes and do not
reflect the Company's estimate of future stock prices.
5
The following table sets forth certain information concerning the number
and value of unexercised options held by the Named Executive Officers as of
December 31, 1999:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
Number of Securities
Underlying Unexercised Value of Unexercised
Options In-the-Money Options
Shares at December 31, 1999(#) at December 31, 1999($)(2)
Acquired on Value ----------------------------- ----------------------------
Name Exercise(#) Realized($)(1) Exercisable Unexercisable Exercisable Unexercisable
- -------------------------- ------------- -------------- ------------- --------------- ------------- --------------
Lonnie C. Poole, Jr. ..... -- $ -- 199,320 26,833 $1,233,392 $ --
Jim W. Perry ............. -- $ -- 76,800 43,015 $ 475,238 $123,983
Stephen C. Shaw .......... 2,000 $19,895 -- 9,875 $ 25,198 $ --
- ---------
(1) Market value of the Company's Common Stock on the exercise date, as quoted
on the Nasdaq Stock Market, minus the exercise price.
(2) Market value of the Company's Common Stock at December 31, 1999 ($11.31 per
share), as quoted on the Nasdaq Stock Market, minus the exercise price.
Options are considered in-the-money if the market value of the shares
covered thereby is greater than the exercise price.
COMPENSATION OF DIRECTORS
In 1999, employee directors of the Company received no compensation for
service as a member of the Board of Directors. Non-employee directors (Paul L.
Brunswick, J. Gregory Poole, Jr. and Thomas F. Darden) are entitled to receive
an annual retainer fee in cash or stock of the Company equal in value to $5,000,
plus $500 in cash or stock at the option of the individual director for
attending each meeting of the Board of Directors and each Board of Directors'
committee meeting, in addition to reimbursement of out-of-pocket expenses.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The following statement made by the Compensation Committee shall not be
deemed incorporated by reference into any filing under the Securities Act of
1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and shall not otherwise be deemed filed under
either of such Acts.
The Compensation Committee is responsible for making recommendations to
the Board of Directors concerning executive compensation, including base
salaries, bonuses and awards of stock options. The Compensation Committee
currently consists of Messrs. Paul L. Brunswick, Thomas F. Darden and J.
Gregory Poole, Jr. each of whom is a non-employee director of the Company.
In determining the compensation of the Company's executive officers, the
Compensation Committee takes into account all factors which it considers
relevant, including business conditions in general and in the Company's lines of
business during the year, the Company's performance during the year in light of
such conditions, the market compensation for executives of similar background
and experience, and the performance of the specific executive officer under
consideration and the business area of the Company for which such executive
officer is responsible. In addition, the Compensation Committee hired an
independent compensation consulting firm to advise it regarding Company
compensation practices.
The structure of each executive compensation package is weighted towards
incentive forms of compensation so that such executive's interests are aligned
with the interests of the stockholders of the Company. The Compensation
Committee believes that granting stock options provides an additional incentive
to executive officers to continue in the service of the Company and gives them
an interest similar to stockholders in the success of the Company. The
compensation program for executive officers in 1999 consisted of grants of stock
options and incentive bonuses, in addition to base salaries and reimbursement of
certain costs and expenses.
To the extent readily determinable, another factor the Compensation
Committee considers when determining compensation is the anticipated tax
treatment to the Company and to the executive officer of various payments and
benefits. For example, some types of compensation plans and their deductibility
by the Company depend upon the timing of an executive officer's vesting or
exercise of previously granted rights. Further interpretation of, and changes
in, the tax laws and other factors beyond the Compensation Committee's control
also could affect the deductibility of compensation.
6
In light of such tax considerations and Mr. Poole's significant ownership
position in the Company, Mr. Poole was not paid any cash salary or bonus in
1999. The Compensation Committee is currently evaluating various alternatives
for compensating Mr. Poole that take account of both these tax considerations
and his ownership position in the Company, as well as Mr. Poole's services to
the Company as Chairman and Chief Executive Officer, his past business
accomplishments and his expected future contribution to the Company.
The Compensation Committee believes that the forms of compensation, as
described above, represent fair compensation structures for the annual services
for Mr. Poole and the other executive officers in their respective capacities.
Compensation Committee:
Paul L. Brunswick, Chairman
Thomas F. Darden
J. Gregory Poole, Jr.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors consists of Paul L.
Brunswick, chairman, J. Gregory Poole, Jr. and Thomas F. Darden, neither of
whom was at any time during the fiscal year ended December 31, 1999 or at any
other time an officer or employee of the Company. Mr. Perry, President and a
director of the Company, is also a member of the compensation committee of
Gregory Poole Equipment Company, of which J. Gregory Poole, Jr., a member of
the Company's Compensation Committee, was the Chairman and Chief Executive
Officer until his retirement in March 1999. Mr. Poole also terminated his
ownership interest in Gregory Poole Equipment Company in March 1999. No other
executive officer of the Company serves as a member of the board of directors
or compensation committee of any entity which has one or more executive
officers serving as a member of the Board of Directors or the Compensation
Committee of the Company.
7
PERFORMANCE GRAPH
The following line graph and table illustrate the cumulative total
shareholder return on the Company's Common Stock over a period beginning on the
date of the Company's initial public offering, June 13, 1997, and ending on
December 31, 1999 and the cumulative total return over the same period of (1)
the CRSP Total Market Return Index of the Nasdaq Stock Market and (2) the CRSP
Nasdaq Non-Financial Stocks Total Return Index. The CRSP is the Center for
Research in Securities Prices at the University of Chicago. The graph assumes an
initial investment of $100 and reinvestment of all dividends.
[BAR CHART APPEARS HERE]
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06/13/97 06/30/97 09/30/97 12/31/97 03/31/98 06/30/98 09/30/98 12/31/98 3/31/99 6/30/99 9/30/99 12/31/99
- ------------------------------------------------------------------------------------------------------------------------------------
WWIN 100.0 130.6 177.3 138.0 145.8 154.2 153.7 127.8 111.1 132.4 98.6 83.8
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NASDAQ CRSP Total 100.0 101.5 118.7 110.5 129.5 132.4 118.0 152.8 170.6 187.1 191.2 280.0
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NASDAQ Non-Financial 100.0 101.1 118.5 107.2 128.0 132.1 119.1 157.0 177.9 194.6 202.0 302.6
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CERTAIN TRANSACTIONS
In December 1999, the Company made loans to Lonnie C. Poole, Jr., in the
aggregate principal amount of $500,000, and to Jim W. Perry, in the principal
amount of $150,000, as advances to pay premiums on life insurance policies
purchased by Mr. Poole and Mr. Perry. The loans are full recourse obligations
of Mr. Poole and Mr. Perry, and Mr. Poole and Mr. Perry are the sole and
absolute owners of the life insurance policies. The loans bear interest at 7%
per annum and premiums advanced under the loans (net of amounts Mr. Poole and
Mr. Perry are obligated to reimburse the Company for the economic benefit of
the policies to them, as determined for federal income tax purposes) are also
secured by collateral assignments of policy proceeds and the surrender value of
the policies.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to Section 16(a) of the Exchange Act, directors and executive
officers of the Company are required to file reports with the Securities and
Exchange Commission indicating their holdings of and transactions in the
Company's equity securities. To the Company's knowledge, based solely on a
review of the copies of such reports furnished to the Company and written
representations that no other reports were required, there were no reports
required under Section 16(a) of the Exchange Act which were not timely filed
during the fiscal year ended December 31, 1999.
8
DEADLINE FOR SHAREHOLDER PROPOSALS
Shareholders having proposals that they desire to present at next year's
annual meeting of shareholders of the Company should, if they desire that such
proposals be included in the Company's Proxy Statement relating to such meeting,
submit such proposals in time to be received by the Company not later than
January 1, 2001. To be so included, all such submissions must comply with the
requirements of Rule 14a-8 promulgated under the Exchange Act and the Board of
Directors directs the close attention of interested shareholders to that Rule.
In addition, management's proxy holders will have discretion to vote proxies
given to them on any shareholder proposal of which the Company does not have
notice prior to March 16, 2001. Proposals may be mailed to the Corporate
Secretary, Waste Industries, Inc., 3301 Benson Drive, Suite 601, Raleigh, North
Carolina 27609.
OTHER MATTERS
The Board of Directors knows of no other business to be brought before the
Meeting, but it is intended that, as to any such other business, the shares will
be voted pursuant to the proxy in accordance with the best judgment of the
person or persons acting thereunder.
9
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
WASTE INDUSTRIES, INC.
3301 Benson Drive, Suite 601
Raleigh, North Carolina 27609
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
May 24, 2000
The undersigned hereby appoints Lonnie C. Poole, Jr. and Stephen C. Shaw,
and each of them, as proxies, each with full power of substitution, and hereby
authorizes them to represent and to vote, as designated below, all the shares of
Common Stock of Waste Industries, Inc., a North Carolina corporation (the
"Company"), held of record by the undersigned on April 28, 2000, at the Annual
Meeting of Shareholders to be held at 3301 Benson Drive, First Floor, Raleigh,
North Carolina, on May 24, 2000, or at any adjournment(s) thereof. The following
proposals to be brought before the meeting are more specifically described in
the accompanying Proxy Statement.
(1) ELECTION OF DIRECTORS:
[ ] FOR ALL NOMINEES LISTED BELOW [ ] WITHOUT AUTHORITY TO VOTE FOR
(except as marked to the contrary below) ALL NOMINEES LISTED BELOW
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE STRIKE A
LINE THROUGH THE NOMINEE'S NAME BELOW:
Paul L. Brunswick Thomas F. Darden J. Gregory Poole, Jr. Lonnie C. Poole, Jr. Jim W. Perry Thomas C. Cannon
(outside directors) (CEO) (President) (Vice President)
(2) To ratify the appointment of Deloitte & Touche LLP as the independent
auditors of the Company for the fiscal year ending December 31, 2000.
[ ] VOTE FOR [ ] VOTE AGAINST [ ] ABSTAIN
(3) In their discretion, to vote upon such other matters as may properly come
before the meeting.
[ ] GRANT AUTHORITY [ ] WITHHOLD AUTHORITY
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE THIS PROXY WILL BE VOTED
FOR MANAGEMENT'S SLATE OF NOMINEES FOR DIRECTOR LISTED ABOVE, FOR PROPOSAL 2,
AND IN THE DISCRETION OF THE PROXIES NAMED HEREIN ON ANY OTHER MATTER AS MAY
PROPERLY COME BEFORE THE MEETING.
___________________________________________
Signature
___________________________________________
Signature, if held Jointly
Please date and sign exactly as your name
appears on your stock certificate. Joint
owners should each sign. Trustees,
custodians, executors and others signing in
a representative capacity should indicate
that capacity.
Date:________________________________, 2000
PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE WHETHER OR NOT YOU PLAN TO BE
PRESENT AT THE MEETING. IF YOU ATTEND THE
MEETING, YOU CAN VOTE EITHER IN PERSON OR BY
YOUR PROXY.