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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant To Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 13, 2024
Waste Connections, Inc.
(Exact name of registrant as specified
in its charter)
Ontario, Canada |
|
1-34370 |
|
98-1202763 |
(State or other jurisdiction
of Incorporation) |
|
(Commission File
Number) |
|
(I.R.S. Employer
Identification
No.) |
6220 Hwy 7, Suite 600
Woodbridge
Ontario L4H 4G3
Canada
(Address of principal
executive offices)
Registrant’s telephone number,
including area code: (905) 532-7510
Not Applicable
(Former name
or address, if changed since last report.)
Securities registered pursuant to Section
12(b) of the Act:
Title of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
Common Shares, no par value |
WCN |
New York Stock Exchange
Toronto Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
|
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-(b)) |
|
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 20, 2024, Waste Connections, Inc.
(the “Company”) issued a press release announcing that, on February 13, 2024, the Company’s Board of Directors
(the “Board”), upon the recommendation of its Nominating and Corporate Governance Committee, increased the size of
the Board from eight to nine members, and appointed Carl D. Sparks to the Board effective March 1, 2024. Mr. Spark’s term
will expire at the Company’s 2024 annual meeting of shareholders.
Mr. Sparks, 56, has served as the managing
partner of Interlock Partners, a venture capital firm focused on early-stage transformative investments, since 2020. Mr. Sparks has
also served on the board of directors of Copart Inc. (NASDAQ: CPRT) since 2021, and the board of directors of Cint Group AB (OMX: CINT)
since 2022. From 2016 to 2017, Mr. Sparks was the chief executive officer of Academic Partnerships, a firm that helped public universities
offer their programs online. From 2011 to 2014, Mr. Sparks served as the chief executive officer of Travelocity Global. Earlier in
his career, Mr. Sparks served in senior executive roles at the Gilt Groupe, including President, and before that he was the chief
marketing officer of Expedia.com, a division of Expedia, Inc., among other senior executive roles he held there between 2004 and
2009. Mr. Sparks started his career in strategy consulting with Boston Consulting Group. Mr. Sparks previously served on the
boards of directors of Dunkin’ Brands Group, Inc., Avis Budget Group (NASDAQ: CAR), where he also served as chairman of the
audit committee, and Vonage (NASDAQ: VG). Mr. Sparks holds a bachelor’s degree from Princeton University and an MBA from Harvard
Business School.
The Board has determined that Mr. Sparks
meets the independence standards adopted by the Board in compliance with the New York Stock Exchange corporate governance listing standards, Item
407(a) of Regulation S-K and applicable securities laws in Canada.
Mr. Sparks has (i) no arrangements or
understandings with any other person pursuant to which he was selected as a director, and (ii) no family relationship with any director
or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer.
Mr. Sparks (i) has had no direct or
indirect material interest in any transaction or series of similar transactions contemplated by Item 404(a) of Regulation S-K, and
(ii) as of the date of this Current Report on Form 8-K, holds no direct or indirect beneficial ownership in the Company’s
shares or rights to acquire the Company’s shares.
Mr. Sparks will receive the standard compensation,
a portion of which will be pro-rated to reflect the actual time Mr. Sparks will serve on the Company’s Board this term, paid
by the Company to all of its non-employee directors and as described under “Director Compensation and Equity Ownership” in
the Company’s 2023 Management Information Circular and Proxy Statement for its Annual Meeting of Shareholders filed with the Securities
and Exchange Commission (“SEC”) on April 6, 2023. In connection with his appointment, Mr. Sparks will enter
into a standard indemnification agreement with the Company in the form previously approved by the Board, which is filed as Exhibit 10.12
to the Company’s Current Report on Form 8-K filed with the SEC on June 7, 2016.
A copy of the press release announcing the appointment
of Carl D. Sparks to the Board is filed as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WASTE CONNECTIONS, INC. |
| |
|
Date: February 20, 2024 | BY: |
/s/ Robert M. Cloninger |
| |
Robert M. Cloninger |
| |
Senior Vice President, Deputy General Counsel and Assistant Secretary |
Exhibit 99.1
WASTE CONNECTIONS APPOINTS CARL D. SPARKS TO
ITS BOARD OF
DIRECTORS
TORONTO, ONTARIO, February 20, 2024 –
Waste Connections, Inc. (TSX/NYSE: WCN) (“Waste Connections” or the “Company”) today announced that Carl
D. Sparks has been appointed to its Board of Directors, effective March 1, 2024.
“We are very pleased to welcome Carl to
our Board,” said Ronald J. Mittelstaedt, President and Chief Executive Officer. “Carl is an accomplished executive and independent
director with a wealth of experience in both C-suite level leadership roles and independent director positions for both public and private
companies. He has intimate knowledge of mergers and acquisitions, marketing and public finance as well as unparalleled expertise with
technology. Carl will be an outstanding addition to our Board.”
Mr. Sparks, 56, has served as the managing
partner of Interlock Partners, a venture capital firm focused on early-stage transformative investments, since 2020. Mr. Sparks
has also served on the board of directors of Copart Inc. since 2021, and the board of directors of Cint Group AB since 2022. From 2016 to 2017, Mr. Sparks was the chief executive officer of Academic Partnerships, a firm that helped public
universities offer their programs online. From 2011 to 2014, Mr. Sparks served as the chief executive officer of Travelocity Global.
Earlier in his career, Mr. Sparks served in senior executive roles at the Gilt Groupe, including President, and before that he was
the chief marketing officer of Expedia.com, a division of Expedia, Inc., among other senior executive roles he held there between
2004 and 2009. Mr. Sparks started his career in strategy consulting with Boston Consulting Group. Mr. Sparks previously served
on the boards of directors of Dunkin’ Brands Group, Inc., Avis Budget Group, where he also served as chairman
of the audit committee, and Vonage. Mr. Sparks holds a bachelor’s degree from Princeton University and an MBA
from Harvard Business School.
About Waste Connections
Waste Connections (wasteconnections.com) is an
integrated solid waste services company that provides non-hazardous waste collection, transfer and disposal services, including by rail,
along with resource recovery primarily through recycling and renewable fuels generation. The Company serves approximately nine million
residential, commercial and industrial customers in mostly exclusive and secondary markets across 44 states in the U.S. and six provinces
in Canada. Waste Connections also provides non-hazardous oilfield waste treatment, recovery and disposal services in several basins across
the U.S. and Canada, as well as intermodal services for the movement of cargo and solid waste containers in the Pacific Northwest. Waste
Connections views its Environmental, Social and Governance (“ESG”) efforts as integral to its business, with initiatives
consistent with its objective of long-term value creation and focused on reducing emissions, increasing resource recovery of both recyclable
commodities and clean energy fuels, reducing reliance on off-site disposal for landfill leachate, further improving safety and enhancing
employee engagement. Visit wasteconnections.com/sustainability for more information and updates on our progress towards targeted achievement.
CONTACTS:
Mary Anne Whitney / (832) 442-2253 | Joe
Box / (832) 442-2153 |
maryannew@wasteconnections.com | joe.box@wasteconnections.com |
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