Item 5.02? Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Departure of President and Chief Executive Officer
On April 24, 2023, Waste Connections, Inc. (the "Company") announced the
departure of Worthing F. Jackman from his role as President and Chief Executive
Officer of the Company, effective April 23, 2023. Mr. Jackman has also stepped
down from his role as a member of the Board of Directors (the "Board") of the
Company. For purposes of Section 3 of Mr. Jackman's letter agreement, dated July
25, 2019 (as amended, the "Jackman Letter Agreement"), and Section 7 of the
related Separation Benefits Plan as amended ?and restated July 26, 2022 (the
"Plan"), Mr. Jackman's departure qualifies as a termination without cause.
Mr. Jackman's departure as President, Chief Executive Officer and as a Director
of the Company was not due to any matter relating to compliance with the
Company's operations, policies (including financial or accounting) or practices.
Furthermore, his departure as a Director was not due to any disagreement with
the Company.
Mr. Jackman is no longer a nominee for election as a director at the Annual
Meeting of Shareholders to be held on May 19, 2023. Shareholders who have
submitted proxies do not need to resubmit their proxy, unless they wish to
revoke it. Shareholders who have not yet submitted their proxy may continue to
use the same form of proxy that was delivered with the Company's Definitive
Proxy Statement for the 2023 Annual Meeting of Shareholders, filed with the
Securities and Exchange Commission on April 6, 2023 (or made available on the
internet), in accordance with the instructions in the proxy statement. The proxy
holders will vote the shares as instructed by the shareholder with respect to
the existing nominees other than votes with respect to Mr. Jackman, which will
be disregarded.
Appointment of President and Chief Executive Officer
The Company also announced that, concurrent with Mr. Jackman's departure, Ronald
J. Mittelstaedt, the Company's Executive Chairman, succeeded Mr. Jackman as the
Company's President and Chief Executive Officer. Mr. Mittelstaedt, age 59, is
the Company's founder and served as the Company's Chief Executive Officer from
1997 until July 2019, when he transitioned to the position of Executive
Chairman.
Information regarding Mr. Mittelstaedt's business experience is included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2022, as
filed with the U.S. Securities and Exchange Commission and the Canadian
securities regulators. There are no arrangements or understandings between Mr.
Mittelstaedt and any other person pursuant to which he was selected as President
and Chief Executive Officer. There are also no family relationships between Mr.
Mittelstaedt and any director or executive officer of the Company, and the
Company has not entered into any transactions with Mr. Mittelstaedt that are
reportable pursuant to Item 404(a) of Regulation S-K.
Compensation Arrangements
Under the Plan, certain executives of the Company may become eligible to receive
certain severance and change in control benefits. An executive is eligible for
the benefits provided under the Plan only if (i) the Compensation Committee
designates the executive as a participant in the Plan, and (ii) Waste
Connections US, Inc. and the executive enter into a letter agreement confirming
the executive's eligibility for, and participation in, the Plan. The benefits
under the Plan are only available to the eligible executives in the event the
executive's employment with Waste Connections US, Inc. is involuntarily
terminated, except in certain limited circumstances.
On April 23, 2023, Waste Connections US, Inc. entered into a Separation
Agreement and General Release with Mr. Jackman (the "Separation Agreement"),
pursuant to which Mr. Jackman will receive the amounts payable under the Jackman
Letter Agreement and the Plan in connection with his departure. In addition, in
connection with his departure, Mr. Jackman agreed to extend the period of his
non-competition and non-solicitation obligations from one year to three years in
exchange for the Company's agreement to provide him cash payments equal to the
value of the additional shares he would have received had he remained employed
through the dates on which each of his three outstanding performance share unit
awards are settled if any of those awards is settled for an amount of shares in
excess of the target amount of shares he will receive for those awards under the
Separation Agreement. The foregoing description of the Separation Agreement is
qualified in its entirety by reference to the full text of the Separation
Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K.
On April 23, 2023, Waste Connections US, Inc. entered into a new letter
agreement under the Plan with Ronald J. Mittelstaedt (the "Mittelstaedt Letter
Agreement"), pursuant to which Mr. Mittelstaedt's salary will be $1,100,000,
with a target annual bonus of 150% of his base salary. He will be eligible for
equity awards on ?such terms and to such levels of participation as the Board or
the Compensation Committee considers appropriate, ?provided that the target
equity awards are expected to be equal in value to 380% of his base salary. The
foregoing description of the Mittelstaedt Letter Agreement is qualified in its
entirety by reference to the full text of the Mittelstaedt Letter Agreement
filed as Exhibit 10.2 to this Current Report on Form 8-K. The foregoing
description of the Plan is qualified in its entirety by reference to the full
text of the Plan, which can be found as Exhibit 10.1 to the Company's Current
Report on Form 8-K/A, which was previously filed with the Securities and
Exchange Commission on August 31, 2018.
Item 7.01 Regulation FD Disclosure.
A copy of the press release announcing the departure of Mr. Jackman and the
appointment of Mr. Mittelstaedt is filed as Exhibit 99.1 hereto and is
incorporated herein by reference.
The information furnished in Item 7.01 is not deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to
the liabilities of that section, and is not deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended.
Item 8.01 Other Events.
Upon the appointment of Mr. Mittelstaedt to the office of President and Chief
Executive Officer, he stepped down from his role as Executive Chairman. At that
time, Michael W. Harlan, the Company's lead independent director, assumed the
role of non-executive Chairman of the Board.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Separation Agreement and General Release by and between Waste
Connections US, Inc. and Worthing F. Jackman, effective April 23,
2023.
10.2 Separation Benefits Plan Participation Letter Agreement by and between
Waste Connections US, Inc. and Ronald J. Mittelstaedt, effective April
23, 2023.
99.1 Press Release, dated April 24, 2023, issued by Waste Connections,
Inc.
104 The cover page of Waste Connections, Inc. Current Report on Form 8-K
formatted in Inline XBRL.
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