Waste Connections, Inc. (TSE:WCN) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On May 26, 2017, Waste Connections, Inc. (the Company)
filed articles of amendment to the Companys articles of
amalgamation to Section 168(1)(h) of the Business
Corporations Act (Ontario) to change the number of the
Companys common shares, whether issued or unissued, on a
three-for-two basis, such that, every two common shares will
become three common shares effective June 7, 2017, a copy of
which is attached hereto as Exhibit 3.1 and incorporated herein
by reference.
Item5.07. Submission of Matters to a Vote of Security
Holders.
The Company held its 2017 annual and special meeting of
shareholders on May 23, 2017 (the Meeting).
The Companys shareholders (the Shareholders) elected each
of the Companys nominees for director by the votes indicated
below:
| Nominee for Director: | Total Votes For: | Total Votes Withheld: | Total Broker Non-Votes: |
| Ronald J. Mittelstaedt | 147,654,522 | 1,955,494 | 5,220,296 |
| Robert H. Davis | 148,142,722 | 1,467,294 | 5,220,296 |
| Edward E. Ned Guillet | 148,891,864 | 718,152 | 5,220,296 |
| Michael W. Harlan | 146,613,424 | 2,996,592 | 5,220,296 |
| Larry S. Hughes | 149,462,021 | 147,995 | 5,220,296 |
| Susan Sue Lee | 149,537,158 | 72,858 | 5,220,296 |
| William J. Razzouk | 146,615,301 | 2,994,715 | 5,220,296 |
The Shareholders approved the appointment of Grant Thornton LLP
as the Companys independent registered public accounting firm
until the close of the Companys 2018 Annual Meeting of
Shareholders and authorized the Companys Board of Directors to
fix the auditors remuneration by the votes indicated below:
| Total Votes For: | 154,779,735 |
| Total Votes Withheld: | 50,576 |
| Total Broker Non-Votes: | |
The Shareholders approved a special resolution authorizing an
amendment to the Companys articles of amalgamation to Section
168(1)(h) of the Business Corporations Act (Ontario) to
change the number of the Companys common shares, whether issued
or unissued, on a three-for-two basis, such that, when and if
such amendment is given effect, every two common shares will
become three common shares by the votes indicated below:
| Total Votes For: | 154,774,085 |
| Total Votes Against: | 56,222 |
| Total Broker Non-Votes: | |
The Shareholders approved on a non-binding, advisory basis the
compensation of the Companys named executive officers as
disclosed in the Companys management information circular and
proxy statement in respect of the Meeting (say on pay), by the
votes indicated below:
| Total Votes For: | 144,756,695 |
| Total Votes Against: | 4,793,804 |
| Total Votes Abstained: | 59,513 |
| Total Broker Non-Votes: | 5,220,300 |
The Shareholders approved on a non-binding, advisory basis
holding future say on pay votes every year by the votes indicated
below:
| Total Votes For Every Year: | 142,176,054 |
| Total Votes For Every Two Years: | 294,298 |
| Total Votes For Every Three Years: | 7,118,162 |
| Total Votes Abstained: | 21,497 |
| Total Broker Non-Votes: | 5,220,301 |
The Board of Directors of the Company will consider the voting
results in its determination of the time period to hold future
say on pay votes during its next meeting, and the Company will
amend this Current Report on Form 8-K to reflect such decision.
Item 8.01 Other Events.
On May 23, 2017, the Company issued a press release announcing
that its shareholders had approved the splitting of the Companys
common shares on a three-for-two basis (the Share Split)
at the Meeting. The proposed Share Split is subject to the
requirements of the Toronto Stock Exchange and the New York Stock
Exchange. The Company expects that Shareholders of record as of
the close of business on June 7, 2017, will receive from the
Companys transfer agent on June 16, 2017, one additional common
share for every two shares held. The press release announcing the
Share Split and related matters is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Also on May 23, 2017, the Company issued a press release
announcing that its shareholders had elected as its directors
each of the nominees listed above under Item 5.07 at the Meeting.
The press release announcing the election of the directors and
related matters is attached hereto as Exhibit 99.2 and is
incorporated herein by reference.
Safe Harbor and Forward-Looking Information
This document contains forward-looking statements within the
meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995 (PSLRA) and
forward-looking information within the meaning of applicable
Canadian securities laws. These forward-looking statements are
neither historical facts nor assurances of future performance and
reflect Waste Connections current beliefs and expectations
regarding future events and operating performance. These
forward-looking statements are often identified by the words may,
might, believes, thinks, expects, intends or other words of
similar meaning. All of the forward-looking statements included
in this document are made to the safe harbor provisions of the
PSLRA and applicable Canadian securities laws. Forward-looking
statements involve risks and uncertainties. Forward-looking
statements in this document include, but are not limited to, the
Companys ability to obtain the required regulatory approvals to
complete the Share Split. Important factors that could cause
actual results to differ, possibly materially, from those
indicated by the forward-looking statements include, but are not
limited to risk factors detailed from time to time in filings
that have been made by the Company with the U.S. Securities and
Exchange Commission and the securities commissions or similar
regulatory authorities in Canada. You should not place undue
reliance on forward-looking statements, which speak only as of
the date of this document. Waste Connections undertakes no
obligation to update the forward-looking statements set forth in
this document, whether as a result of new information, future
events, or otherwise, unless required by applicable securities
laws.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibit.
| 3.1 |
Articles of Amendment to the Articles of Amalgamation of Waste Connections, Inc. |
| 99.1 |
Press Release, dated May 23, 2017, issued by Waste Connections, Inc. |
| 99.2 |
Press Release, dated May 23, 2017, issued by Waste Connections, Inc. |
About Waste Connections, Inc. (TSE:WCN)
Waste Connections Inc, formerly Progressive Waste Solutions Ltd, is a Canada-based waste management company. The Company provides waste collection, recycling and disposal services to commercial, industrial, municipal and residential customers in over 10 states in the United States, and the District of Columbia, and in over six Canadian provinces. The Company operates through three segments: the East, the West and the North. The business segments are vertically integrated and their operations include the collection and disposal of waste and recyclable materials, transfer station operations, material recovery facilities, landfills and landfill gas to energy facilities. The Company offers various solutions for business, residential and public sector. The Company offers commercial, industrial and manufacturing, construction and demolition, and Leadership in Energy and Environmental Design (LEED) services, among others for business. Waste Connections, Inc. (TSE:WCN) Recent Trading Information
Waste Connections, Inc. (TSE:WCN) closed its last trading session up +0.79 at 127.17 with 115,830 shares trading hands.
