Waste Connections (WCN) Proxy Filing summary

Executive summary

• Achieved 11.2% revenue growth to $8.92B and 15.0% increase in adjusted EBITDA to $2.90B in 2024, with a 32.5% EBITDA margin and $617.6M net income.

• Completed record private company acquisitions, invested over $3.2B in capex and acquisitions, and increased quarterly dividend by 10.5%.

• Total shareholder return reached 15.7% for 2024, outperforming major indices over a ten-year period.

• Employee engagement and retention improved, with a 25% reduction in voluntary turnover and a 15% reduction in safety incident rate.

Voting matters and shareholder proposals

• Shareholders will vote on the election of eight directors, a non-binding advisory say-on-pay proposal, and the appointment of Grant Thornton LLP as independent auditor for 2025.

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

• Majority voting policy applies to director elections; directors must tender resignation if more withhold than for votes are received.

Board of directors and corporate governance

• Board consists of eight members, 88% independent, with 50% gender diversity and a broad mix of skills and experience.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Executive; all but Executive are fully independent.

• Annual board and committee self-evaluations, director orientation, and continuing education are in place.

• Board leadership is separated between a non-executive Chairman and the CEO.

• Share ownership guidelines require directors to hold shares worth at least $500,000.