8-K

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): May 14, 2018

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.)

610 Applewood Crescent, 2nd Floor

Vaughan

Ontario L4K 0E3

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.)

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 and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 14, 2018, Waste Connections, Inc. (the “Company”) issued a press release announcing Steven Bouck’s plan to step down as President of the Company effective July 1, 2018. As he transitions from that role, Mr. Bouck will provide ongoing strategic advice and focus on certain growth and technology initiatives for the Company. Under a management succession plan and transition process approved by the Company’s Board of Directors, Worthing Jackman, who currently serves as Executive Vice President and has been the Chief Financial Officer of the Company since 2004, will become President effective July 1, 2018. On that same date, Mary Anne Whitney, who currently serves as Senior Vice President – Finance, will succeed Mr. Jackman as Chief Financial Officer of the Company. Ms. Whitney has been with the Company since 2006.

There are no arrangements or understandings between Mr. Jackman or Ms. Whitney and any other person pursuant to which either was selected to become President and Chief Financial Officer, respectively. Neither individual has any family relationship with any director or other executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer, and there are no transactions in which either Mr. Jackman or Ms. Whitney has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Information regarding Mr. Jackman’s and Ms. Whitney’s business experience is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the U.S. Securities and Exchange Commission and the Canadian securities regulators. The Company has not yet finalized the compensation arrangements pertaining to either Mr. Jackman’s or Ms. Whitney’s services as the Company’s President and Chief Financial Officer, respectively. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this item by reference.

Item 9.01. Financial Statements and Exhibits.

d) Exhibits

Exhibit 99.1 Press Release, dated May 14, 2018, issued by Waste Connections, Inc.

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:  May 14, 2018	BY:	/s/ Patrick J. Shea
		Patrick J. Shea
		Senior Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

WASTE CONNECTIONS ANNOUNCES EXECUTIVE TRANSITION PLAN

- Appoints Worthing Jackman as President

- Appoints Mary Anne Whitney as Chief Financial Officer

TORONTO, ONTARIO, May 14, 2018 - Waste Connections, Inc. (TSX/NYSE: WCN) (“Waste Connections” or the “Company”) today announced that, effective July 1, 2018, Worthing Jackman, Executive Vice President and Chief Financial Officer, will succeed Steve Bouck as President, and Mary Anne Whitney, Senior Vice President – Finance, will succeed Mr. Jackman as Chief Financial Officer. While Mr. Bouck transitions into retirement, he will provide ongoing strategic advice and focus on certain growth and technology initiatives.

“Steve joined Waste Connections shortly after the Company’s founding over 20 years ago. During his tenure as CFO and then President, the Company has grown to almost $5 billion in revenue and over 16,000 employees, and has delivered a total shareholder return of more than 3,000% since our IPO. Steve has played an invaluable role in our success and has embodied everything expected of a servant leader. He is a trusted confidant and dear friend to many. I will miss my day-to-day partner of 20+ years but am thrilled for him as he begins his next chapter. I can never thank him enough for all he’s done and meant to the Company,” said Ronald J. Mittelstaedt, Chief Executive Officer and Chairman.

Mr. Mittelstaedt added, “We remain well positioned for continuing success in transitioning the President role to Worthing, who also has been associated with the Company for more than 20 years, first as our investment banker, then joining us in April 2003. Worthing has served as our CFO since 2004 and has been instrumental in executing our strategic plan and driving tremendous shareholder value creation.”

Mr. Mittelstaedt concluded, “We are also pleased to announce Mary Anne Whitney’s promotion to CFO. Mary Anne has had extensive experience with the Company since 2006 in financial and operating analytics, capital deployment, capital markets and shareholder engagement. This experience, together with a very talented accounting, finance, tax and treasury team, should ensure a seamless transition of the CFO role.”

About Waste Connections

Waste Connections is an integrated solid waste services company that provides waste collection, transfer, disposal and recycling services in mostly exclusive and secondary markets in the U.S. and Canada. Through its R360 Environmental Solutions subsidiary, Waste Connections is also a leading provider of non-hazardous oilfield waste treatment, recovery and disposal services in several of the most active natural resource producing areas in the United States, including the Permian, Bakken and Eagle Ford Basins. Waste Connections serves more than six million residential, commercial, industrial, and exploration and production customers in 39 states in the U.S., and six provinces in Canada. The Company also provides intermodal services for the movement of cargo and solid waste containers in the Pacific Northwest.

For more information, visit the Waste Connections web site at www.wasteconnections.com. Copies of financial literature, including this release, are available on the Waste Connections website or through contacting us directly at (905) 532-7510. Investors can also obtain these materials and other documents filed with the U.S. Securities and Exchange Commission (“SEC”) and the Canadian securities regulators free of charge at the SEC’s website, www.sec.gov, and at the System for Electronic Document Analysis and Retrieval maintained by the Canadian Securities Administrators at www.sedar.com.

CONTACT:

Worthing Jackman / (832) 442-2266	Mary Anne Whitney / (832) 442-2253
worthingj@wasteconnections.com	maryannew@wasteconnections.com