Waste Connections (WCN) Proxy filing summary

Executive summary

• Achieved record financial and operational performance in 2025, with revenue up 6.1% to $9.467B and adjusted EBITDA up 7.7% to $3.125B, driven by price-led organic growth and strategic acquisitions.

• Returned a record $839M to shareholders and increased the quarterly dividend by 11.1%, marking the fifteenth consecutive year of double-digit dividend growth.

• Outperformed the S&P 500, TSX 60, and DJ Waste Index in total shareholder return over the past decade, with a 13.9% CAGR in annual cash dividends since 2010.

• Achieved significant improvements in safety, employee retention, and engagement, with a 13% reduction in safety incident rate and a 17% improvement in employee retention.

Voting matters and shareholder proposals

• Shareholders will vote on the election of eight directors, a non-binding advisory vote on executive compensation (say-on-pay), and the appointment of Grant Thornton LLP as independent auditor for 2026.

• Board recommends voting “FOR” all director nominees, the say-on-pay proposal, and the auditor appointment.

• Majority voting policy applies: directors must receive more “FOR” than “WITHHOLD” votes to be elected; those not meeting this must tender their resignation.

Board of directors and corporate governance

• Board consists of eight nominees, 89% independent, with an average tenure of 11 years and average age of 65; 38% of nominees are women.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Executive; all but Executive are composed entirely of independent directors.

• Annual board and committee self-evaluations, robust succession planning, and a diversity policy for board and senior management.

• Separation of Chairman and CEO roles, with an independent, non-executive Chairman.

• Directors and officers are subject to share ownership guidelines, anti-hedging/pledging policies, and a code of conduct and ethics.