UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
On July 23, 2024, upon the recommendation of its Nominating and Corporate Governance Committee, the Board of Directors (the “Board”) of Waste Connections, Inc. (the “Company”) appointed Cherylyn Harley LeBon to the Board and its Compensation Committee effective August 1, 2024. Ms. LeBon will fill the vacancy on the Board created by the resignation of Larry S. Hughes discussed below. Ms. LeBon’s term will expire at the Company’s 2025 annual meeting of shareholders.
Ms. LeBon, 58, has served since 2023 as a partner with Womble Bond Dickinson (US) LLP, a law firm based in Washington, D.C, in the corporate and government contracts practice. Prior to joining the firm, Ms. LeBon served for three years as a partner with Dunlap, Bennett, and Ludwig, PLLC, a law firm based in Washington, D.C., and for ten years prior to that as president and CEO of KLAR Strategies, a business strategy firm that she founded. Ms. LeBon has extensive experience in senior executive roles with the U.S. Small Business Administration, the Department of Veterans Affairs, and as counsel with the U.S. Senate Judiciary Committee and the U.S. House of Representatives. Ms. LeBon spent several years working in the U.K. and Germany, including serving as an international transaction specialist for Mannesmann Corporation, and she brings experience in international business and government relations. Ms. LeBon serves on the Boards of Directors of Copart, Inc., Visit Fairfax, and the Capital Business Development Association. Ms. LeBon holds a B.A. degree in History from Canisius College and a J.D. degree from University of Wisconsin-Madison.
The Board has determined that Ms. LeBon 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.
Ms. LeBon has (i) no arrangements or understandings with any other person pursuant to which she 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.
Ms. LeBon (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.
Ms. LeBon will receive the standard compensation, a portion of which will be pro-rated to reflect the actual time Ms. LeBon 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 2024 Management Information Circular and Proxy Statement for its Annual Meeting of Shareholders filed with the Securities and Exchange Commission (“SEC”) on April 4, 2024, and applicable securities commissions or similar regulatory authorities in Canada. In connection with her appointment, Ms. LeBon 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.
Departure of Director
On July 23, 2024, Larry S. Hughes notified the Board of his decision to resign from his role as a member of the Board effective August 1, 2024. Mr. Hughes’ departure as a director was not due to any disagreement with the Company.
A copy of the press release dated July 29, 2024, announcing the appointment of Ms. LeBon to and the resignation of Mr. Hughes from the Board is filed as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| 99.1 | Press Release, dated July 29, 2024, issued by Waste Connections, Inc. |
| 104 | The cover page of Waste Connections, Inc. on Current Report on Form 8-K formatted in Inline XBRL. |
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: July 29, 2024 | By: | /s/ Mary Anne Whitney |
| Mary Anne Whitney | ||
| Executive Vice President and Chief Financial Officer | ||