WASTE CONNECTIONS, INC.

DEF 14A 1 lwcn2021_def14a.htm WASTE CONNECTIONS, INC. - DEF 14A WASTE CONNECTIONS, INC. - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. _____)

Filed by the Registrant

Filed by a party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under § 240.14a-12

Waste Connections, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
	No fee required.
	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
	Fee paid previously with preliminary materials.
	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

6220 Hwy 7, Suite 600
Woodbridge, Ontario L4H 4G3
Canada

Dear Fellow Shareholders:

You are cordially invited to attend the Annual Meeting (the “Meeting”) of Shareholders of Waste Connections, Inc. (the “Company”) on Friday, May 14, 2021, at 8:00 a.m. (Central Time). The Meeting will be held at the Company’s principal administrative offices located at Waste Connections, Inc., 3 Waterway Square Place, Suite 110, The Woodlands, Texas 77380. Directions to the Meeting appear on the back cover of the accompanying Notice of Meeting and Management Information Circular and Proxy Statement.

Waste Connections delivered another year of strong operating and financial performance, in spite of the impacts from the COVID-19 pandemic. More importantly, we provided a differentiated level of frontline employee support to address the unprecedented health, economic and social challenges resulting from the COVID-19 pandemic. As an essential services provider, we recognized from the onset of the COVID-19 pandemic that our communities would count on us, and we on each other, to honor our commitments. Therefore, protecting the health, safety and welfare of our employees has guided every decision we have made.

Our differentiated response to the COVID-19 pandemic and the matters to be acted upon at the Meeting are described in the accompanying Notice of Meeting and Management Information Circular and Proxy Statement. As always, we are looking forward to meeting our shareholders in person, and responding to any questions you may have about the Company. In-person attendance at the Meeting will be granted on a first-come, first-served basis, and may be limited due to COVID-19-related restrictions.

YOUR VOTE IS VERY IMPORTANT.

Thank you for your ongoing support and continued interest in Waste Connections.

Very truly yours,

Ronald J. Mittelstaedt

Executive Chairman of the Board of Directors

April 1, 2021

Notice of Annual
Meeting of Shareholders

MEETING INFORMATION

FRIDAY, MAY 14, 2021

8:00 a.m. Central Time

Waste Connections, Inc.

3 Waterway Square Place, Suite 110

The Woodlands, Texas 77380

The Annual Meeting (the “Meeting”) of Shareholders of Waste Connections, Inc. (the “Company”) will be held on Friday, May 14, 2021, at 8:00 a.m. (Central Time). The Meeting will be held at the Company’s principal administrative offices located at Waste Connections, Inc., 3 Waterway Square Place, Suite 110, The Woodlands, Texas 77380, for the following purposes:

1.	To elect the directors of the Company, to hold office until the close of the 2022 Annual Meeting of Shareholders of the Company or until any such director’s earlier resignation, or his or her successor is duly elected or appointed, which is RECOMMENDED by our Board of Directors;

2.	To approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in the Company’s Management Information Circular and Proxy Statement in respect of the Meeting (“say on pay”), which is RECOMMENDED by our Board of Directors;

3.	To approve the appointment of Grant Thornton LLP as our independent registered public accounting firm until the close of the 2022 Annual Meeting of Shareholders of the Company, and authorize our Board of Directors to fix the auditor’s remuneration, which is RECOMMENDED by our Board of Directors; and

4.	To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

Only registered holders of common shares in the capital of the Company (the “Common Shares”) at the close of business on March 16, 2021, the record date for the Meeting, are entitled to receive notice of and to vote at the Meeting or any adjournment or postponement thereof. Access to the Meeting will be granted on a first-come, first-served basis, and participation in the Meeting may be limited due to COVID-19-related restrictions.

Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Shareholders to be Held on May 14, 2021

This Notice of Meeting and the accompanying Management Information Circular and Proxy Statement and related solicitation materials in respect of the Meeting, our 2020 Annual Report, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the U. S. Securities and Exchange Commission and the securities commissions or similar regulatory authorities in Canada on February 18, 2021, are available at www.wasteconnections.investorroom.com.

Registered holders of Common Shares may vote their proxies by signing, dating and returning a proxy card or by using the Internet or telephone pursuant to the instructions on your proxy card. If your Common Shares are held in the name of a bank or broker, you may be able to vote on the Internet or by telephone. Please follow the instructions on the form you receive. Voting by using the Internet or telephone, or by returning your proxy card in advance of the Meeting, does not preclude you from attending the Meeting.

Your vote is important. Whether or not you plan to attend the Meeting, we urge you to vote and submit your proxy as promptly as possible in order to ensure your representation at the Meeting.

By Order of the Board of Directors,

Patrick J. Shea

Executive Vice President, General Counsel and Secretary

April 1, 2021

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:


INTERNET	BY TELEPHONE	BY MAIL	IN PERSON
Visit the website on your proxy card	Call the telephone number on your proxy card	Sign, date and return your proxy card in the enclosed envelope	Attend the annual meeting in The Woodlands, Texas. See page 4 for instructions on how to attend

Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.

MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS

About this Management Information Circular and Proxy Statement

We sent you this Management Information Circular and Proxy Statement (this “Proxy Statement”) because our management is soliciting your proxy to vote your Common Shares (as defined below) at the Annual Meeting (the “Meeting”) of Shareholders of Waste Connections, Inc. (“Waste Connections”, the “Company”, “we”, “us”, or “our”) to be held at the Company’s principal administrative offices located at Waste Connections, Inc., 3 Waterway Square Place, Suite 110, The Woodlands, Texas 77380 on May 14, 2021, at 8:00 a.m. (Central Time). This Proxy Statement includes information that we are required to provide to you under the rules of the U.S. Securities and Exchange Commission (“SEC”) and applicable corporate and securities laws in Canada, and that is designed to assist you in voting your common shares in the capital of the Company (“Common Shares”).

We will bear the costs of soliciting proxies from our shareholders. In addition to soliciting proxies by mail, our directors, officers, employees, and agents, without receiving additional compensation, may solicit proxies by telephone, in person or in any other manner permitted by applicable laws.

Under the SEC rules and applicable Canadian securities laws that allow companies to furnish proxy materials to shareholders over the Internet, we have elected to deliver our proxy materials (defined below) to the majority of our shareholders over the Internet. This delivery process allows us to provide shareholders with the information they need electronically, which is more environmentally friendly and reduces our costs to print and distribute these materials. On or about April 1, 2021, we will mail to our shareholders a Notice of Internet Availability of Proxy Materials (the “proxy notice”) containing instructions on how to access this Proxy Statement for the Meeting and our 2020 Annual Report to Shareholders (which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC and the securities commissions or similar regulatory authorities in Canada on February 18, 2021) (referred to collectively as the “proxy materials”). The proxy notice also provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of the proxy materials by mail. On or about April 1, 2021, we will also mail this Proxy Statement and a proxy card to certain shareholders.

We are permitted under applicable securities laws to deliver a single proxy notice to one address shared by two or more United States shareholders. This delivery method is referred to as “householding” and helps reduce our printing costs and postage fees. Under this procedure, we deliver a single package containing proxy notices to multiple United States shareholders who share an address. If you do not wish to participate in householding in the future, and prefer to receive separate proxy notices, please contact: Broadridge Financial Solutions, Attention: Householding Department, 51 Mercedes Way, Edgewood, NY 11717, telephone 1-800-542-1061. If you are currently receiving multiple proxy notices and wish to receive only one proxy notice for your household, please contact Broadridge Financial Services at the above applicable coordinates. If you wish to receive a separate copy of this Proxy Statement, our 2020 Annual Report to Shareholders, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, please send a written request to our Secretary or Investor Relations at our principal administrative offices located at Waste Connections, Inc., 3 Waterway Square Place, Suite 110, The Woodlands, Texas 77380.

WASTE CONNECTIONS, INC. | 2021 PROXY STATEMENT i

Cautionary Note Regarding Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 (“PSLRA”), including “forward-looking information” within the meaning of applicable Canadian securities laws. These forward-looking statements are neither historical facts nor assurances of future performance and reflect our current beliefs and expectations regarding future events and operating performance of the Company. These forward-looking statements are often identified by the words “may,” “might,” “believes,” “thinks,” “expects,” “estimate,” “continue,” “intends,” “anticipate” or other words or phrases of similar meaning. All of the forward-looking statements included in this Proxy Statement are made pursuant to the safe harbor provisions of the PSLRA and applicable Canadian securities laws. Forward-looking statements involve risks and uncertainties. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to, risk factors detailed from time to time in our filings with the SEC and the securities commissions or similar regulatory authorities in Canada. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Proxy Statement. We undertake no obligation to update the forward-looking statements set forth in this Proxy Statement, whether as a result of new information, future events, or otherwise, unless required by applicable securities laws.

Currency Exchange Rate Data

Unless otherwise indicated, all dollar amounts in this Proxy Statement are expressed in U.S. dollars. The following table shows the average of the exchange rates for each period indicated. Except as indicated below, the information is based upon the average daily exchange rates provided by the Bank of Canada:

	Average rate (Bank of Canada)⁽¹⁾
	CAD$ per		US$ per
Year ended December 31,	US$1.00		CAD$1.00
2016⁽¹⁾	$	1.3248	$	0.7548
2017	$	1.2986	$	0.7701
2018	$	1.2957	$	0.7718
2019	$	1.3269	$	0.7536
2020	$	1.3415	$	0.7454

(1)

The year-end average exchange rates for 2016 are based upon the noon buying rates provided by the Bank of Canada. The Bank of Canada discontinued the publication of noon buying rates in 2017.

WASTE CONNECTIONS, INC. | 2021 PROXY STATEMENT ii

PROXY SUMMARY

This summary highlights information described in more detail in this Proxy Statement pertaining to the Meeting. It does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

2021 Annual Meeting of Shareholders



Date and Time	Place	Mail Date

Friday, May 14, 2021, at 8:00 a.m. (Central Time)	Waste Connections, Inc. 3 Waterway Square Place, Suite 110 The Woodlands, Texas 77380	April 1, 2021 Record Date March 16, 2021

Voting Matters, Board Recommendations and Vote Required

At the Meeting, shareholders will be asked to vote on the following three proposals. Our Board of Directors’ recommendations on each of these proposals is set forth below.

Proposal		Board Recommendation
Proposal 1 – Election of the eight director nominees named in this Proxy Statement, each to hold office until the close of the 2022 Annual Meeting of Shareholders of the Company, or until such director’s earlier resignation, or his or her successor is otherwise duly elected or appointed (Page 18).		FOR each director nominee
Proposal 2 – Approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers, or NEOs, as disclosed in this Proxy Statement (the “Say on Pay Proposal”) (Page 57).		FOR
Proposal 3 – Appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm until the close of the 2022 Annual Meeting of Shareholders of the Company, and the authorization of the Board of Directors to fix the remuneration of the Company’s independent registered public accounting firm (Page 60).		FOR

Proposal 1 – Election of Directors

Proposal 2 – Say on Pay Proposal

WASTE CONNECTIONS, INC. | 2021 PROXY STATEMENT iii

Proposal 3 – Appointment of Auditor

The appointment of the Company’s proposed independent registered public accounting firm may be approved by any one or more shareholders voting “FOR” the Company’s proposed independent registered public accounting firm (i.e., a plurality vote). For purposes of this proposal, votes cast at the Meeting include only those votes cast “FOR” the appointment of the proposed independent registered public accounting firm. You may either vote “FOR” or “WITHHOLD” your vote with respect to the appointment of the proposed independent registered public accounting firm. If you vote “FOR” the appointment of the proposed independent registered public accounting firm, your vote will be cast accordingly. If you select “WITHHOLD,” your vote will not be counted as a vote cast for purposes of appointing the proposed independent registered public accounting firm.

Looking at 2020

Waste Connections is an integrated solid waste services company that provides non-hazardous waste collection, transfer and disposal services, along with resource recovery primarily through recycling and renewable fuels generation. The Company serves more than seven million residential, commercial and industrial customers in mostly exclusive and secondary markets across 43 states in the U.S. and six provinces in Canada. Waste Connections also provides non-hazardous oilfield waste treatment, recovery and disposal services in several basins across the U.S., as well as intermodal services for the movement of cargo and solid waste containers in the Pacific Northwest.

In 2020, Waste Connections delivered another year of strong operating and financial performance, as highlighted below, in spite of the impacts from the COVID-19 pandemic. More importantly, we provided a differentiated level of employee support to address the unprecedented health, economic and social challenges resulting from the COVID-19 pandemic.

We recognized that reducing employee concerns regarding income, healthcare and family obligations during the pandemic would be critical to providing continuity of service and a bit of normalcy for our customers, reduce voluntary turnover and further improve safety performance. To support and protect our employees, we established protocols and implemented operational changes focused on the health and safety of our frontline employees and achieved seamless transitions to remote work environments for customer service representatives and other support personnel. In addition, we looked to provide a safety net for our employees on issues of income and family health. Through these efforts, we enabled our employees to make the right decisions about the health of their families and the well-being of their colleagues, which resulted in continuity of service to the communities we serve.

Looking beyond our people, we also recognized the needs of the communities where we live and work, increasing the level of charitable contributions to assist food banks, families at risk, and organizations with a focus on addressing racial inequities at a local or national level, providing meals for healthcare workers and higher-risk populations, and donating critical personal protective equipment. Our strong operating performance during this chaotic and unprecedented period reflects the benefit of this focus and is a testament to our culture, values, and the tireless efforts of every Waste Connections employee, whether in the field, in an office or working remotely.

COVID-19-Related Support

■	Over $35 million of discretionary frontline employee support primarily for supplemental wages to all of our frontline employees, whether union or non-union, remote or in person, and including temporary employees, as well as a “Thank You” bonus late in the year;
■	Raised our targeted minimum wage to $15 per hour, above many state and provincial requirements, to further support approximately 4% of our employees below that level;
■	Expanded and extended access to medical benefits and covered COVID-19-related testing and medical costs;
■	Expanded our Employee Relief Fund for those experiencing financial hardship;
■	Launched the Waste Connections Scholarship Program to assist our employees’ children in pursuing their educational goals; and
■	Expanded community support to assist food banks, families at risk, and organizations with a focus on addressing racial inequities at a local or national level.

WASTE CONNECTIONS, INC. | 2021 PROXY STATEMENT iv

Performance Highlights⁽¹⁾

■	Increased revenue to $5.446 billion in spite of COVID-19-related impacts to solid waste volumes and E&P waste activity.

■	Net income attributable to the Company of $204.7 million and net cash from operations of $1.409 billion.

■	Adjusted EBITDA of $1.662 billion or 30.5% of revenue with underlying margin expansion in solid waste in spite of the high decremental margin impact from COVID-19-related decreases in commercial collection activity and disposal volumes, and the addition of over $35 million in incremental discretionary costs primarily related to frontline employee support.

■	Converted over 50% of adjusted EBITDA to adjusted free cash flow of $842 million.

■	Deployed approximately $664.5 million for capital expenditures, up 5% from the prior year, and $388.8 million for acquisitions to reinvest in and expand our business.

■	Ended 2020 with over $1.8 billion in liquidity and leverage of 2.4 times on a net debt to EBITDA basis, providing flexibility for further capital deployment. We diversified our lending sources and extended the tenor of our outstanding debt through two public offerings totaling $1.1 billion aggregate principal amount of investment grade senior notes.

■	Established long-term, aspirational environmental, social and governance (“ESG”) targets and committed over $500 million for investments to meet or exceed such targets. These investments primarily focus on reducing emissions, increasing resource recovery of both recyclable commodities and clean energy fuels, reducing reliance on off-site disposal for landfill leachate, increasing employee engagement, and further improving our industry-leading safety performance.

■	Advanced ESG initiatives, including continued improvement in safety, with incident rates down 12%; over 60% of our operating locations either posting zero safety-related incidents or driving year-over-year improvements, and Total Recordable Injury Rate of less than half the industry average; and increased employee engagement and retention, with an approximately 18% reduction in voluntary turnover on a year-over-year basis.

■	Returned over $305 million to shareholders through dividends and opportunistic share repurchases – with double digit percentage increase to per share cash dividend. As shown below, since its initiation in October 2010, our annual cash dividend has increased at a 15.4% compound annual growth rate (“CAGR”) since our first full year of quarterly distributions in 2011.

DIVIDEND GROWTH

(1)

This Proxy Statement includes certain measures that do not have a standardized meaning and are not defined by generally accepted accounting principles in the United States (“GAAP”) and, therefore, may not be comparable to similar measures used by other companies. We present adjusted net income, a non-GAAP financial measure, supplementally because it is one of the principal measures we use to evaluate and monitor the ongoing financial performance of our operations. We also present adjusted EBITDA, a non-GAAP financial measure, supplementally because it is widely used by investors as a performance and valuation measure in the solid waste industry. We also present adjusted free cash flow, a non-GAAP financial measure, supplementally because it is widely used by investors as a valuation and liquidity measure in the solid waste industry. These measures are not a substitute for, and should be used in conjunction with, GAAP financial measures. This section should be read in conjunction with information presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, under the heading “Non-GAAP Financial Measures”, which includes a reconciliation of the non-GAAP financial measures used in this Proxy Statement to GAAP financial measures.

WASTE CONNECTIONS, INC. | 2021 PROXY STATEMENT v

■

Total shareholder return (“TSR”) of 13.9%, which was our 17^thconsecutive year of positive TSR. As illustrated, our TSR significantly outperformed the S&P 500 Index (the “S&P 500”), the S&P/TSX 60 Index (“TSX 60”) and the Dow Jones U.S. Waste & Disposal Services Index (“DJ Waste Index”) for the five-year period ended December 31, 2020.

5-YEAR TOTAL SHAREHOLDER RETURN

Commitment to the Environment and Sustainability

Waste Connections views its ESG efforts as integral parts of its business, with sustainability initiatives consistent with its objective of long-term value creation. We recognize the importance to our stakeholders of our continuing efforts to minimize our impact on the environment as well as measuring the positive impacts we have on the communities we serve, the development and welfare of our employees, the financial health of our Company, and the returns to our shareholders.

Since expanding the disclosure in our Sustainability Report in 2018 to include Global Reporting Initiative data, with a subsequent update in 2019 to also include Sustainability Accounting Standards Board data, we introduced long-term, aspirational sustainability targets in 2020, shown below, and announced a $500 million commitment to the advancement of their achievement. In addition, as more fully described on page 28, progress towards the achievement of long-term aspirational sustainability targets has been added as a performance measurement for our performance-based restricted share unit awards (“Performance Share Units” or “PSUs”) starting in 2021.

For more information about our ESG initiatives, we encourage you to visit our website at www.wasteconnections.com/sustainability.

WASTE CONNECTIONS, INC. | 2021 PROXY STATEMENT vi

Commitment to Safety

Safety is our first operating value at Waste Connections. We are committed to the safety of our employees, customers, and the communities we serve. Our ultimate goal is to “Drive to ZERO”, that is, to achieve zero incidents and accidents. Our success in safety is driven by our self-directed and empowered employees taking personal ownership for their safety and the safety of those around them. As servant leaders, we endeavor every day to protect our employees and the communities we are privileged to work in and around. We utilize on-board event recording technology to identify both risky behavior, which is coached, and best practices, which are reinforced. We have developed a risk-based scoring system for our drivers to improve their safe driving skills and hold our leaders responsible for the performance of the employees they are privileged to serve.

While we attribute our successful safety record to our culture and behavior-based approach, we recognize that advances in fleet design and technology can be important tools in identifying risky behaviors and providing coaching opportunities to further improve our performance.

To that end, in 2020, we initiated a two-year, $10 million fleet-wide upgrade of our on-board event recording technology and introduced Freightliner EconicSD trucks with an overhauled cab design that incorporates many of the safety features already included in passenger vehicles, as well as an integrated collision mitigation system, enhanced visibility, and several ergonomic improvements.

Commitment to Culture

At Waste Connections, we maintain that our purposeful culture drives differentiated results, and therefore investing in our people is a priority as we employ an approach guided by Servant Leadership. This concept inverts the traditional management hierarchy, positioning leaders to serve their employees both professionally and personally. The philosophy empowers employees by prioritizing their needs, sharing responsibility and driving personal development. As a result, a significant amount of our management time and resources are dedicated to leadership training and development.

We recognize the importance of engagement in driving culture and increasing retention, which was magnified in 2020, when the COVID-19 pandemic necessitated the use of remote alternatives to in-person training and development and highlighted the importance of connectivity both inside and outside of the Company. Indicators of employee engagement include retention, voluntary turnover and satisfaction, as measured through annual Servant Leadership surveys. In 2020, our total turnover improved by 11.2%, with voluntary turnover down approximately 18% on a year-over-year basis.

We conduct an annual Servant Leadership survey, which provides employees the opportunity to evaluate their managers on an anonymous basis and provide written feedback. We include continuous improvement in the scores as an element of the long-term, aspirational targets included in our 2020 Sustainability Report. In 2020, our managers’ Servant Leadership scores increased by 1.9%, with an employee response rate of over 86%.

Commitment to Diversity & Inclusion

In keeping with our efforts to support and encourage diversity and inclusion, we have undertaken several initiatives, including adopting in 2019 a formal Diversity Policy for our Board of Directors and Senior Management with aspirational targets for female Board representation, and additional disclosure on workforce composition. In addition, in 2020, we incorporated diversity and inclusion into Servant Leadership training, focused our leadership summit on understanding and mitigating unintended biases, expanded our Servant Leadership assessments of managers by employees to include diversity and inclusion, enhanced recruiting practices to ensure the broadest candidate pools, established financial commitments to organizations that focus on racial inequities and that support women and children at risk, and supported the development of resource groups including our Women’s Network and Veterans’ S.E.R.V.E. Network. Waste Connections is a signatory to the CEO Action for Diversity & Inclusion, the largest CEO-driven business commitment to advance diversity and inclusion within the workplace.

WASTE CONNECTIONS, INC. | 2021 PROXY STATEMENT vii

Corporate Governance Highlights

■	Directors elected individually (page 18);

■	Majority voting policy for the election of our Directors (page 12);

■	Separate Chief Executive Officer, or CEO, and Board Chairman (page 8);

■	We have a strong lead independent director of the Board of Directors (page 8);

■	Women account for 33% of independent Board members and 25% of total Board members (page 14);

■	Annual Board of Directors and committee evaluation processes (page 9);

■	Robust risk management program related to compensation of Directors, NEOs and other corporate officers (page 39);

■	Share ownership requirement for Directors, NEOs and other corporate officers (pages 16 and 35, respectively);

■	Regular executive sessions of only independent directors (page 8);

■	Director retirement policy (page 9);

■	Diversity Policy including aspirational targets for Board of Directors and senior management composition (page 13); and

■	Code of Conduct and Ethics (page 5).

Executive Compensation Program

The Company’s executive compensation program is designed to align the interests of senior management with shareholders by tying a significant portion of their compensation to the Company’s annual operating and financial performance, as well as longer-term shareholder returns and, beginning in 2021, progress towards achievement of ESG targets. We believe that our pay-for-performance philosophy and the design of our executive compensation program strongly support, as shown above, an environment of continuous improvement and shareholder value creation. Best practices of our executive compensation program include the following:

■	Approximately 74% of the target total direct compensation of our NEOs is variable and linked to the Company’s performance;

■	Performance Share Units constitute 50% of total equity-based compensation;

■	Payouts under the Company’s performance-based plans remain at the discretion of the Board of Directors and may be reduced even if targeted performance levels are achieved;

■	NEOs receive annual cash incentive bonus awards only if cash incentive bonus awards payable to other, non-executive employees have been made;

■	No guaranteed base salary increases, minimum bonuses or equity awards;

■	Conservative use of equity grants;

■	Inclusion of a relative TSR metric as a performance measure for PSUs and addition of ESG target improvement as a performance measure for PSUs beginning in 2021;

■	Stringent share ownership requirements;

■	Double-trigger change of control policy for our CEO and other NEOs;

■	No hedging or pledging of the Company’s securities;

■	Compensation clawback policy;

■	Independent executive compensation consultant retained by Compensation Committee;

■	Annual “Say on Pay” vote; and

■	Adoption of position descriptions for the Board Chairman (including a Board Chairman that is an Executive Chairman), the lead independent director and the chairs of the committees of the Board of Directors, as well as a position description for our CEO.

For additional information, see the “Executive Compensation” and “Compensation Risk Assessment” sections of this Proxy Statement (starting at page 25 and page 39, respectively).

WASTE CONNECTIONS, INC. | 2021 PROXY STATEMENT viii

Financial Statements

A more detailed description of the Company’s fiscal year 2020 operating and financial performance, including a reconciliation of non-GAAP financial measures and a graphical representation of the TSRs for the Company, the S&P 500, the TSX 60 and the DJ Waste Index, can be found on pages 75-77 and pages 43-44, respectively, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC and the securities commissions or similar regulatory authorities in Canada on February 18, 2021, and available on our website at www.wasteconnections.com, on SEDAR at www.sedar.com, on EDGAR at www.sec.gov, and in print, free of charge, to any shareholder who requests in writing a copy by contacting our Secretary or Investor Relations at our principal administrative offices located at Waste Connections, Inc., 3 Waterway Square Place, Suite 110, The Woodlands, Texas 77380.

Vote Your Common Shares

Whether or not you plan to attend the Meeting, we urge you to vote and submit your proxy in order to ensure the presence of a quorum. You may do so pursuant to the instructions on your proxy card (including by returning your proxy card by mail or using the Internet or your telephone) if you are a registered shareholder or, pursuant to the instructions you receive from your bank or broker (including by using the Internet or your telephone if your bank or broker provides such instructions). Voting by using the Internet or telephone, or by returning your proxy card in advance of the Meeting, does not preclude you from attending the Meeting. Please refer to your proxy card or voting instruction form included with this Proxy Statement or to the “Voting and Revocation” section on page 2 of this Proxy Statement for more information on the voting methods available to you. In-person attendance at the Meeting will be granted on a first-come, first-served basis, and may be limited due to COVID-19-related restrictions.

WASTE CONNECTIONS, INC. | 2021 PROXY STATEMENT ix

TABLE OF CONTENTS

GENERAL INFORMATION	1
Who May Vote	1
Business of Meeting; What is Being Voted On	1
Required Votes	1
Broker Non-Votes	2
Voting and Revocation	2
How Proxies Work	3
Quorum	3
Attending in Person	4
How to Contact our Transfer Agent	4

CORPORATE GOVERNANCE	5
Corporate Governance Guidelines	5
Committees of the Board	5
The Board’s Role in Risk Oversight	7
Director Independence	7
Board Leadership Structure	8
Board Composition	9
Majority Voting for Directors	12
Director Orientation and Continuing Education	12
Communications with the Board of Directors	12
Shareholder Outreach	13
Position Descriptions	13
Diversity Policy	13

DIRECTOR COMPENSATION AND EQUITY OWNERSHIP	15

PROPOSAL 1 – ELECTION OF DIRECTORS	18
Public Company Board Memberships	22

SHARE OWNERSHIP	23
Share Ownership of Five Percent Shareholders	23
Share Ownership of the Board of Directors and Corporate Officers	24

EXECUTIVE COMPENSATION	25
Compensation Discussion and Analysis	25
Compensation Risk Assessment	39

EXECUTIVE COMPENSATION TABLES	40
Summary Compensation Table	40
Grants of Plan Based Awards in Fiscal Year 2020	43
Outstanding Equity Awards at 2020 Fiscal Year End	44
Shares Vested in Fiscal Year 2020	45
Pension Benefits in Fiscal Year 2020	46
Nonqualified Deferred Compensation in Fiscal Year 2020	46
Equity Compensation Plan Information	48
Potential Payments Upon Termination or Change in Control	49

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	55
2020 Related Party Transactions	55

PROPOSAL 2 – ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION (“SAY ON PAY PROPOSAL”)	57

AUDIT MATTERS	59
Audit Committee Report	59

PROPOSAL 3 – APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND AUTHORIZATION OF THE BOARD OF DIRECTORS TO FIX THE REMUNERATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	60
Audit Committee Pre-Approval Policies and Procedures	61

OTHER INFORMATION	62
Directors’ and Officers’ Indemnity Insurance	62
Shareholder Proposals for 2022 Annual Meeting of Shareholders of the Company	62
Availability of Documents; Annual Report to Shareholders on Form 10-K	63
Other Business	63
Approval	63

APPENDIX A – CORPORATE GOVERNANCE GUIDELINES AND BOARD CHARTER	A-1

APPENDIX B – SUMMARY OF THE 2016 INCENTIVE AWARD PLAN	B-1

This page intentionally left blank.

GENERAL INFORMATION

Who May Vote

The record date for determining the holders of Common Shares entitled to receive notice of and to vote at the Meeting is March 16, 2021 (the “Record Date”). Only shareholders whose names have been recorded in our share register at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting. As of the Record Date, 262,564,306 Common Shares were outstanding and entitled to vote. Each shareholder of record is entitled to one vote for each Common Share held by the shareholder.

Business of Meeting; What is Being Voted On

Shareholders will be voting (i) to elect the nominees for directors of the Company, (ii) in an advisory, non-binding capacity, to approve the compensation of our NEOs as disclosed in the “Executive Compensation” section of this Proxy Statement (“Say on Pay”); and (iii) to approve the appointment of Grant Thornton LLP as auditors of the Company and to authorize the Board of Directors to fix the auditor’s remuneration. Our Board of Directors is recommending that shareholders vote “FOR” each of the nominees in proposal (i); and “FOR” proposals (ii) and (iii).

In addition to the foregoing matters, the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2020, and the auditor’s report thereon, will be placed before the Meeting. No formal action will, or is required to, be taken at the Meeting with respect to our audited consolidated financial statements for the fiscal year ended December 31, 2020.

Our 2020 audited consolidated financial statements, and the auditor’s report thereon, were included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC and the securities commissions or similar regulatory authorities in Canada on February 18, 2021, and available on our website at www.wasteconnections.investorroom.com, on SEDAR at www.sedar.com, on EDGAR at www.sec.gov, and in print, free of charge, to any shareholder who requests in writing a copy by contacting our Secretary or Investor Relations at our principal administrative offices located at Waste Connections, Inc., 3 Waterway Square Place, Suite 110, The Woodlands, Texas 77380.

Required Votes

Proposal 1 – Election of Directors

The election of each director nominee may be approved by any one or more shareholders voting “FOR” each such director nominee (i.e., a plurality vote). For purposes of this proposal, votes cast at the Meeting include only those votes cast “FOR” the election of a director nominee. You may either vote “FOR” or “WITHHOLD” your vote with respect to the election of each director nominee. If you vote “FOR” the election of a nominee, your vote will be cast accordingly. If you select “WITHHOLD” with respect to the election of a nominee, your vote will not be counted as a vote cast for the purposes of electing such nominee but will be considered in the application of the majority voting policy included in our Corporate Governance Guidelines and Board Charter. See “Majority Voting for Directors” on page 12 of this Proxy Statement. Pursuant to our majority voting policy, a “WITHHOLD” vote is treated as a share present or represented and entitled to vote on the director nominee and has the same effect as a vote “AGAINST” the nominee.

WASTE CONNECTIONS, INC. | 2021 PROXY STATEMENT 1

Proposal 2 – Say on Pay Proposal

The Say on Pay Proposal may be approved by the affirmative vote of a simple majority (50 percent plus one) of the Common Shares present, either in person or by proxy, and entitled to vote (meaning that at least a simple majority of the votes cast must be “FOR” the Say on Pay Proposal in order for it to be approved). You may either vote “FOR” or “AGAINST,” or you may “WITHHOLD” from voting on, the Say on Pay Proposal. For purposes of the Say on Pay Proposal, a “WITHHOLD” vote will have the same effect as a vote “AGAINST” the Say on Pay Proposal because those Common Shares are considered to be present and entitled to vote, but are not voted.

Proposal 3 – Appointment of Auditor

The appointment of the Company’s proposed independent registered public accounting firm may be approved by any one or more shareholders voting “FOR” the Company’s proposed independent registered public accounting firm (i.e., a plurality vote). For purposes of this proposal, votes cast at the Meeting include only those votes cast “FOR” the appointment of the proposed independent registered public accounting firm. You may either vote “FOR” or “WITHHOLD” your vote with respect to the appointment of the proposed independent registered public accounting firm. If you vote “FOR” the appointment of the proposed independent registered public accounting firm, your vote will be cast accordingly. If you select “WITHHOLD” your vote will not be counted as a vote cast for purposes of appointing the proposed independent registered public accounting firm.

Broker Non-Votes

Broker non-votes are counted as present and entitled to vote at the Meeting for the purpose of establishing a quorum, but are not considered votes cast at the Meeting and will have no effect on the vote of any of the proposals to be considered at the Meeting. A broker non-vote occurs when a broker signs and returns a proxy but does not vote on a particular proposal because the broker does not have discretionary voting power for that particular item and has not received voting instructions from the beneficial owner.

Voting and Revocation

You may receive more than one proxy card and/or proxy notice depending on how you hold your Common Shares. You should complete and return each proxy card or other voting instruction request provided to you in accordance with the instructions provided therein.

Registered Holders

If you are a registered holder of Common Shares as of the Record Date, you will be able to vote your proxy pursuant to the instructions on your proxy card, including by mail by signing, dating and mailing a proxy card in the postage-paid envelope provided, or by using the Internet or your telephone. You may also attend the Meeting and vote in person. Voting by using the Internet or telephone, or by returning your proxy card in advance of the Meeting, does not preclude you from attending the Meeting.

You are a registered shareholder if your name appears on your certificate or statement from the Direct Registration System representing your Common Shares. If this is the case, you may appoint someone else to vote for you as your proxy holder by using the enclosed form of proxy card. The persons named as proxies in such form of proxy card are the Executive Vice President and Chief Financial Officer of the Company and the Vice President, Deputy General Counsel and Assistant Secretary of the Company. However, you have the right to appoint any other person or company (who need not be a shareholder) to attend and act on your behalf at the Meeting. That right may be exercised by writing the name of such person or company in the blank space provided in the form of proxy card or by completing another proper form of proxy card or by using the Internet by following the instructions provided on your proxy card. Make sure that the person you appoint is aware that he or she is appointed and that this person attends the Meeting.

Even if you vote your Common Shares by mailing a proxy card, or by using the Internet or by telephone in accordance with the instructions on your proxy card, you may revoke your proxy and cast a new vote at the Meeting, if we are able to verify that you are a registered holder of Common Shares, or by mailing a notice revoking the prior proxy and then voting in person or as otherwise permitted by applicable law. You may also change your vote before the Meeting by mailing another proxy card bearing a later date, by updating your vote using the Internet or telephone in accordance with the instructions on your proxy card, or by delivering a letter revoking the proxy card to our Secretary at our principal administrative offices located at Waste Connections, Inc., 3 Waterway Square Place,

WASTE CONNECTIONS, INC. | 2021 PROXY STATEMENT 2

Suite 110, The Woodlands, Texas 77380. Broadridge Financial Solutions, Inc. must receive your revocation no later than 5:00 p.m. (Eastern Time) on May 13, 2021. The proxy card or your Internet or telephone voting instructions with the latest date properly submitted by you before voting is closed at the Meeting will be counted.

Shares Held in Street Name (Non-registered Holders)

If you have selected a broker, bank or other intermediary to hold your Common Shares rather than having them directly registered in your name with our transfer agent, Computershare Investor Services, you will receive instructions from your broker, bank or other intermediary on the procedure to follow to vote your Common Shares. Your broker, bank or other intermediary also may permit you to vote your proxy by telephone or the Internet. Please be aware that beneficial owners of Common Shares held by brokers, banks or other intermediaries may not vote their Common Shares in person at the Meeting unless they first obtain a written authorization to do so from their broker, bank or other intermediary and can only change or revoke previously issued voting instructions pursuant to instructions provided by their broker, bank or other intermediary. We urge you to vote by following the instructions of your broker, bank or other intermediary.

However, if you wish to vote in person at the Meeting, insert your own name in the space provided on the voting instruction form provided by your broker, bank or other intermediary to appoint yourself as proxy holder and follow the signature and return instructions of your broker, bank or other intermediary. Broadridge Financial Solutions, Inc. must receive your appointment no later than 5:00 p.m. (Eastern Time) on May 13, 2021. Non-registered shareholders who appoint themselves as proxy holders should present themselves at the Meeting to a representative of the Company. Other than appointing yourself as your own proxy holder, do not otherwise complete the voting instruction form sent to you as you will be voting at the Meeting.

Non-registered shareholders are either “objecting beneficial owners” or “OBOs”, who object to the disclosure by intermediaries of information about their ownership in the Company, or “non-objecting beneficial owners” or “NOBOs”, who do not object to such disclosure. The Company pays intermediaries to send proxy-related materials to OBOs and NOBOs.

How Proxies Work

Our Board of Directors is asking for your proxy. Giving us your proxy means that you authorize us to vote your Common Shares at the Meeting in the manner you direct. The Common Shares represented by your proxy will be voted or withheld from voting in accordance with your instructions on any ballot that may be called for, and if you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly. If you sign your proxy card or voting information form but do not give voting instructions, we will vote your Common Shares as follows:

■	FOR each of our director nominees;
■	FOR the non-binding, advisory proposal to approve the compensation of our NEOs as disclosed in this Proxy Statement (also known as say on pay); and
■	FOR the appointment of the independent registered public accounting firm and authorizing the Board of Directors to fix the auditor’s remuneration.

You can choose to vote “FOR” or “WITHHOLD” from: (i) the election of any one or more of the persons nominated for election as directors; and (ii) the appointment of Grant Thornton LLP as our independent registered public accounting firm until the close of business of the 2022 Annual Meeting of Shareholders of the Company and the authorization of the directors to fix the auditor’s remuneration. You can choose to vote “FOR”, “AGAINST” or “WITHHOLD” on the approval, on a non-binding, advisory basis, of the compensation of our NEOs as disclosed in this Proxy Statement.

Quorum

In order to carry on the business of the Meeting, we must have a quorum at the Meeting. A quorum for the transaction of business at a meeting of shareholders of the Company consists of at least two persons present and each entitled to vote at the meeting and holding personally or representing as proxies, in the aggregate, 25% of the eligible vote.

Abstentions and broker non-votes are counted as present and entitled to vote at the Meeting for purposes of determining whether we have a quorum. A broker non-vote occurs when a broker signs and returns a proxy but does not vote on a particular proposal because the broker does not have discretionary voting power for that particular item and has not received voting instructions from the beneficial owner.

WASTE CONNECTIONS, INC. | 2021 PROXY STATEMENT 3

Attending in Person

Only shareholders, their proxy holders and our invited guests may attend the Meeting. If you plan to attend, please bring identification and, if you hold Common Shares in street name, you should bring your bank or broker statement showing your beneficial ownership of Common Shares in order to be admitted to the Meeting. In-person attendance at the Meeting will be granted on a first-come, first-served basis, and may be limited due to COVID-19-related restrictions.

How to Contact our Transfer Agent

You can contact our transfer agent either by mail at Computershare Investor Services, 100 University Avenue, 8^thFloor, Toronto, Ontario M5J 2Y1, by telephone at 1-800-564-6253, by fax at 1-888-453-0330 or by Internet in English at www-us.computershare.com/Investor/#Contact?cc=ca&lang=en, or in French at www-us.computershare.com/Investor/#Contact?cc=ca&lang=fr.

WASTE CONNECTIONS, INC. | 2021 PROXY STATEMENT 4

CORPORATE GOVERNANCE

Corporate Governance Guidelines

As part of our ongoing commitment to good corporate governance, we have adopted, among other measures, the Corporate Governance Guidelines and Board Charter, and charters for each of the standing committees of the Board of Directors (other than the Executive Committee) to promote the effective functioning of our Board of Directors and its committees, to promote the interests of the Company as a whole and to ensure a common set of expectations concerning how our Board of Directors, its committees and management should perform their respective functions.

Code of Conduct and Ethics

We have also adopted a Code of Conduct and Ethics that applies to all of our directors, officers and employees. The Nominating and Corporate Governance Committee is responsible for ensuring the Company implements good corporate governance practices, including compliance with the Code of Conduct and Ethics. Directors who have, or who may be reasonably perceived to have, a personal or related-party interest in a transaction or agreement being contemplated by the Company are required to declare such interest at any meeting at which the matter is being considered and, when appropriate, will leave the meeting during discussion and abstain from voting on such matter.

Copies of our Corporate Governance Guidelines and Board Charter, our Code of Conduct and Ethics and our committee charters are available on our website at www.wasteconnections.investorroom.com/corporate-governance. A copy of the Corporate Governance Guidelines and Board Charter is included as Appendix A to this Proxy Statement, and a copy of the Corporate Governance Guidelines and Board Charter and our Code of Conduct and Ethics may also be obtained, free of charge, by writing to the Secretary of Waste Connections, Inc., at our principal administrative offices located at Waste Connections, Inc., 3 Waterway Square Place, Suite 110, The Woodlands, Texas 77380.

Committees of the Board

Our Board of Directors has four standing committees: the Executive Committee, the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Except for the Executive Committee, all committees are composed entirely of independent, non-employee directors.

Executive Committee

The Executive Committee, whose committee chairman is Mr. Ronald J. Mittelstaedt and whose other members are Messrs. Michael W. Harlan and Larry S. Hughes, is authorized to exercise, subject to limitations under applicable law, all of the powers and authority of the Board of Directors in managing our business and affairs, including approval, between meetings of the Board of Directors, of all divestitures by the Company in excess of $25.0 million and all acquisitions by the Company for cash or other non-equity consideration in excess of $25.0 million.

Audit Committee

The Board of Directors has a standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee, whose chairman is Mr. Harlan and whose other members are Ms. Elise L. Jordan and Messrs. Hughes and William J. Razzouk, advises our Board of Directors and management with respect to, among other matters, internal controls, financial systems and procedures, accounting policies and other significant aspects of the Company’s financial management. Pursuant to its charter, the Audit Committee selects the Company’s independent registered public accounting firm, oversees the arrangements for, and approves the scope of, the audits to be performed by the independent registered public accounting firm, and annually assesses the performance of the independent registered public accounting firm. The Board of Directors has determined that all of the members of the Audit Committee are “financially literate” within the meaning of NYSE listing standards and applicable Canadian securities laws. The Board of Directors has also determined that Mr. Harlan and Ms. Jordan are both “audit committee financial experts” as defined under the applicable SEC rules. The Audit Committee’s duties are discussed below under “Audit Committee Report.”

WASTE CONNECTIONS, INC. | 2021 PROXY STATEMENT 5

Compensation Committee

The Compensation Committee, whose chairman is Mr. Razzouk and whose other members are Ms. Susan “Sue” Lee and Mr. Edward E. “Ned” Guillet, is responsible for, among other matters, establishing our corporate officer compensation policies and administering such policies. Pursuant to its charter, the Compensation Committee studies, recommends and implements the amount, terms and conditions of payment of any and all forms of compensation for our directors, NEOs and other corporate officers; approves and administers any guarantee of any obligation of, or other financial assistance to, any officer or other employee; and approves the grant of restricted share units, share options, warrants and other forms of equity incentives to officers, employees and consultants. The Compensation Committee also makes recommendations to the Board of Directors concerning cash and equity-based compensation and benefits for non-employee directors. See “Compensation Discussion and Analysis—Executive Compensation” for more information regarding compensation and the Compensation Committee.

Compensation Committee Interlocks and Insider Participation

In 2020, the Compensation Committee consisted of Ms. Lee and Messrs. Razzouk and Guillet. None of our executive officers served as a director or member of the compensation committee of another entity which had an executive officer that served as a director or member of our Compensation Committee. In addition, there are no other such potential Compensation Committee interlocks.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee, whose chairman is Mr. Guillet and whose other members are Mses. Jordan and Lee and Mr. Harlan, is responsible for, among other matters, recommending director nominees to the Board of Directors, overseeing an annual self-evaluation process to assess the effectiveness of the Board of Directors and its committees, and developing and implementing corporate governance principles. See “Board Renewal; Board Performance Evaluation” for more information regarding the committee’s annual self-evaluation process.

Copies of the Audit Committee Charter, the Compensation Committee Charter and the Nominating and Corporate Governance Committee Charter, each of which our Board of Directors has adopted, are available on our website at www.wasteconnections. investorroom.com/corporate-governance. A copy of each charter may also be obtained, free of charge, by writing to the Secretary of Waste Connections, Inc., at our principal administrative offices located at Waste Connections, Inc., 3 Waterway Square Place, Suite 110, The Woodlands, Texas 77380.

Independence of Committee Members

In addition to the general requirements for the independent members of our Board of Directors described below, members of the Audit Committee and the Compensation Committee must also satisfy the additional independence requirements of the NYSE and applicable securities laws. These rules and laws, among other things, prohibit a member of the Audit Committee or the Compensation Committee, other than in his or her capacity as a member of such committee, the Board of Directors or any other committee of the Board of Directors, from receiving any compensatory fees from or being an affiliated person of the Company or any of its subsidiaries. As a matter of policy, the Board of Directors also applies this additional requirement to members of the Nominating and Corporate Governance Committee.

WASTE CONNECTIONS, INC. | 2021 PROXY STATEMENT 6

Board and Committee Meeting Attendance

The Board of Directors held four meetings during 2020, all of which were regularly scheduled. Three of the meetings were held via video conference. The Executive Committee met one time in 2020. The Audit Committee met four times during 2020. The Compensation Committee met five times during 2020. The Nominating and Corporate Governance Committee met four times during 2020. Each director of Waste Connections attended at least 75% of the meetings of the Board of Directors held during 2020. Each director of Waste Connections attended at least 75% of the meetings of the committees on which he or she served during 2020. The attendance record of each director for all Board of Directors and committee meetings held during 2020 is set out below.

Name	Board	Executive Committee	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Ronald J. Mittelstaedt	4/4	1/1	N/A	N/A	N/A
Edward E. “Ned” Guillet	4/4	N/A	N/A	5/5	4/4
Michael W. Harlan	4/4	1/1	4/4	N/A	4/4
Larry S. Hughes	4/4	1/1	4/4	N/A	N/A
Worthing F. Jackman	4/4	N/A	N/A	N/A	N/A
Elise L. Jordan	4/4	N/A	4/4	N/A	4/4
Susan “Sue” Lee	4/4	N/A	N/A	5/5	4/4
William J. Razzouk	4/4	N/A	4/4	5/5	N/A

The Board’s Role in Risk Oversight

The Board of Directors and its committees have an active role in overseeing management of the Company’s risks. The Board of Directors regularly reviews information from members of senior management regarding the Company’s safety performance, employee retention, financial performance, financial outlook, balance sheet, credit profile and liquidity, as well as the risks associated with each. The Board of Directors also receives reports from members of senior and regional management on areas of material risk to the Company, including market-specific, operational, legal, information technology (including cybersecurity), regulatory and strategic risks. The Board of Directors, with recommendations from the Audit and Compensation Committees, approves and maintains a succession plan for the CEO and other senior management of the Company, including policies and principles for selecting and evaluating a new CEO in the event of an emergency or retirement of the CEO. The Audit Committee oversees management of financial, financial reporting and internal controls risk. The Compensation Committee assesses and monitors risks relating to the Company’s corporate officer compensation policies and practices. The Nominating and Corporate Governance Committee is responsible for overseeing the management of risks associated with the independence of the Board of Directors and potential conflicts of interest.

The Board of Directors receives reports on information technology risks, including cybersecurity and data security risks. Day-to-day management of data security is the responsibility of our Chief Information Officer, who reports directly to the Chief Executive Officer. The Board periodically reviews cybersecurity and data security risks and mitigation strategies with the Chief Information Officer.

The Board of Directors and its committees also have an active role in the Company’s efforts to advance sustainability and diversity and inclusion, including the development and approval of targets, monitoring achievement towards such objectives, and evaluating the effectiveness of policies and targets. In addition, the Board added ESG targets as a performance measure in long-term incentive compensation beginning in 2021.

Director Independence

The Board of Directors has determined that each of Mses. Jordan and Lee and Messrs. Guillet, Harlan, Hughes and Razzouk is “independent” within the meaning of the standards set forth in our Corporate Governance Guidelines and Board Charter, a copy of which is attached as Appendix A. Ronald J. Mittelstaedt and Worthing F. Jackman are not “independent” within the meaning of the standards set forth in our Corporate Governance Guidelines and Board Charter because Mr. Mittelstaedt, as the Executive Chairman of the Board of Directors, is an employee of the Company, and Mr. Jackman is the CEO of the Company.

WASTE CONNECTIONS, INC. | 2021 PROXY STATEMENT 7

Board Leadership Structure

The Board of Directors selects its chairman and the CEO in any way it considers to be in the best interests of the Company. Effective July 2019, the Board of Directors split the position of Board Chairman and CEO.

The Board has determined that the Company is best served by having Ronald J. Mittelstaedt, the Company’s founder, serve as the Board’s Executive Chairman. Mr. Mittelstaedt previously held the positions of Board Chairman and CEO from January 1998 until July 2019, when Mr. Mittelstaedt transitioned to the position of Executive Chairman and Worthing F. Jackman was promoted to CEO. Since Mr. Mittelstaedt no longer serves as both Board Chairman and CEO, our Corporate Governance Guidelines and Board Charter provides that the positions of Board Chairman and CEO be held by separate persons.

Lead Independent Director Responsibilities

Our Corporate Governance Guidelines and Board Charter requires that at each regularly scheduled meeting of the Board of Directors, the non-employee directors meet separately, without management present, in executive session. The non-employee directors may also meet without management present at other times as determined by the lead independent director. Furthermore, when the Board Chairman is an affiliated director or a member of the Company’s management, or when the independent directors determine that it is in the best interests of the Company, the independent directors will appoint from among themselves a lead independent director (the “lead independent director”). The Board of Directors has designated the chairman of the Audit Committee, Mr. Harlan, as the lead independent director. In addition to his other duties as a director and member of committees, the lead independent director will:

■	Preside at all meetings of the Board of Directors at which the Board Chairman is not present;
■	Preside over each meeting of non-employee directors;
■	Have the authority to call meetings of non-employee directors;
■	Help facilitate communication between the Board Chairman, the CEO and the non-employee directors;
■	Advise with respect to the Board of Directors’ agenda;
■	Ensure that the Board of Directors is able to function independently of management;
■	Serve as the leader of the Board of Directors on matters of corporate governance;
■	If requested by major shareholders, ensure his or her availability for direct communication;
■	Ensure that all directors have an independent contact on matters of concern to them and ensure that the Board of Directors successfully discharges its fiduciary duties;
■	Provide guidance on, and monitor, the independence of each director to ensure the independence of a majority of the Board of Directors;
■	Provide leadership to the Board of Directors if circumstances arise in which the Board Chairman has, or may be perceived to have, a conflict;
■	Ensure that functions delegated to committees of the Board of Directors are carried out as represented and results are reported to the Board of Directors;
■	Work with the Board Chairman and the CEO, including helping to review strategies, define issues, maintain accountability and build relationships;
■	In conjunction with the Nominating and Corporate Governance Committee, facilitate the review and assessment of individual director attendance and performance and the size, composition and overall performance of the Board of Directors and its committees;
■	In collaboration with the Board Chairman and the corporate secretary ensure that information requested by individual directors, the entire Board of Directors or committees of the Board of Directors is provided and meets their needs; and
■	Together with the Board Chairman, ensure the directors are knowledgeable about their obligations to the Company and its securityholders, management and other stakeholders, and pursuant to applicable law.

If the Board Chairman is an independent director, then the duties for the lead independent director described above shall be part of the duties of the Board Chairman. As set forth in our Corporate Governance Guidelines and Board Charter, a majority of the members of our Board of Directors must be independent. For a director to be considered independent, the Board of Directors must determine that the director is “independent” within the meaning of (i) Section 1.4 of National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators and (ii) Section 303A.02 of the Listed Company Manual of the NYSE, in each case as such laws or rules, as applicable, may be amended or replaced. In addition, for a director to be considered independent, the Board of Directors must determine that the director has no material relationship with the Company, provided that the direct or indirect ownership of any

WASTE CONNECTIONS, INC. | 2021 PROXY STATEMENT 8

amount of the Company’s shares will not be deemed to constitute a material relationship. No director who is a former employee of the Company, is a former employee or affiliate of any current auditor of the Company or its subsidiaries, is a part of an interlocking directorate in which any NEO or other corporate officer of the Company serves on the compensation committee of another company that concurrently employs such director or has an immediate family member in any of the foregoing categories, can be independent until three years after such employment, affiliation or relationship has ceased.

The Board of Directors reviews all relationships of each director to assess whether any of them is a material relationship so as to impair that director’s independence. A “material relationship” means a direct or indirect commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationship that is reasonably likely to affect the independent and objective judgment of the director in question, provided that the direct or indirect ownership of any amount of our shares is not deemed to constitute a material relationship. The following commercial or charitable relationships are not considered to be material relationships that would impair a director’s independence: if a director of the Company (a) is also an executive officer of another company that does business with the Company and the annual sales to, or purchases from, the Company are less than the greater of $1 million or two percent of the annual revenue of that other company; (b) is an executive officer of another company that is indebted to the Company, or to which the Company is indebted, and the total amount of either company’s indebtedness to the other is less than one percent of the total consolidated assets of that other company; or (c) serves as an officer, director or trustee of a charitable organization, and the Company’s discretionary charitable contributions to that organization are less than one percent of that organization’s total annual receipts. The Board of Directors reviews annually whether its members satisfy these applicable independence tests before any member stands for re-election to the Board of Directors.

Board Composition

Board Renewal

The Company does not limit the time a director can serve on the Board of Directors. While director term limits could potentially assist the Board of Directors in gaining fresh perspectives and meeting diversity objectives, imposing director term limits means that the Board of Directors may lose the contributions of longer serving directors who have developed a deeper knowledge and understanding of our business and have a demonstrated track record for guiding the Company through a long-term period of shareholder value creation.

The Board of Directors believes that there are a number of mechanisms for ensuring renewal of the Board of Directors without implementing director term limits, including the use of performance evaluations of the Board of Directors, mandatory retirement policies for directors, the identification of skills needed on the Board of Directors and succession planning. The Board of Directors has adopted a director retirement policy that provides that no director who is over the age of 75 at the expiration of his or her current term may be nominated to a new term. However, the Nominating and Corporate Governance Committee may determine that it would be in the best interests of the Company to ask a director to remain on the Board of Directors for an additional period of time beyond age 75, or to stand for re-election even if such director is over the age of 75.

Board and Committee Performance Evaluation

The Board of Directors and each committee perform an annual performance self-evaluation to assess, at a minimum, the effectiveness and adequacy of the meetings of the Board of Directors and its committees, the adequacy and timeliness of information provided to the Board of Directors by the Company’s management, the diversity of experience of individual directors and the contributions of each director. The evaluation process is overseen by the Nominating and Corporate Governance Committee and includes questionnaires completed by each director that take into account observations from previous assessments, current topics, and other input from the Board of Directors. A complete set of responses is then reviewed by each committee and the Board of Directors. Based on feedback from the 2020 evaluation, the directors concluded that the Board of Directors and each of its committees functioned well together, and that the members of our Board of Directors were satisfied with the overall performance of the Board of Directors and each of its committees.

WASTE CONNECTIONS, INC. | 2021 PROXY STATEMENT 9

Our Director Nomination Process

Our Board of Directors believes that directors must have the highest personal and professional ethics, integrity and values. They must be committed to representing the best interests of the Company and should be committed to serving on the Board of Directors for an extended period of time. They must have an objective perspective, practical wisdom, mature judgment and expertise, skills and knowledge useful to the oversight of our business. Our goal is to have a Board of Directors that represents diverse experiences at policy-making levels in business and other areas relevant to our activities, while encouraging a diversity of backgrounds, including with respect to gender, among the members of our Board of Directors. Our Board of Directors believes it is paramount to maintain flexibility in the nominating process in order to ensure that the most qualified available candidates are selected as circumstances dictate and the needs of the Company evolve. In identifying suitable candidates for nomination to the Board of Directors, the Nominating and Corporate Governance Committee will consider candidates on merit using objective criteria and with due regard for the benefits of diversity on the Board of Directors, including the level of representation of women on the Board of Directors. The Board of Directors consists of eight directors, of which two are women, representing 25% of the Board of Directors and 33% of the independent members of the Board of Directors. For additional discussion of our diversity policies and practices, see “Corporate Governance – Diversity Policy”.

Our Board of Directors maintains a competency matrix to assess its composition. The following graphics summarize the key experiences, skills and diversity represented on our Board of Directors.

WASTE CONNECTIONS, INC. | 2021 PROXY STATEMENT 10

In addition to the foregoing qualities, the Nominating and Corporate Governance Committee will take a number of other factors into account in considering candidates as nominees for the Board of Directors, including the following: (i) whether the candidate is independent within the meaning of our Corporate Governance Guidelines and Board Charter; (ii) relevant business, academic or other experience; (iii) willingness and ability to attend and participate actively in Board of Directors and committee meetings and otherwise to devote the time necessary to serve, taking into consideration the number of other boards on which the candidate serves and the candidate’s other business and professional commitments; (iv) potential conflicts of interest; (v) whether the candidate is a party to any adverse legal proceeding; (vi) the candidate’s reputation; (vii) specific expertise and qualifications relevant to any committee that the candidate is being considered for, such as whether a candidate for the Audit Committee meets the applicable financial literacy or audit committee financial expert criteria; (viii) willingness and ability to meet our director’s equity ownership guidelines; (ix) willingness to adhere to our Code of Conduct and Ethics; (x) ability to interact positively and constructively with other directors and management; (xi) willingness to participate in a one-day new director orientation session; (xii) willingness to attend educational forums or workshops to enhance understanding of new and evolving governance requirements; and (xiii) the size and composition of the Board of Directors.

When seeking director candidates, the Nominating and Corporate Governance Committee may solicit suggestions from incumbent directors, management, third party advisors, business and personal contacts, and shareholders. The Nominating and Corporate Governance Committee may also engage the services of a third-party search firm to help identify and facilitate the screening and interview process of potential director nominees. After conducting an initial evaluation, the Nominating and Corporate Governance Committee will make arrangements for candidates it considers suitable to be interviewed by one or more members of the committee. Each candidate will be required to complete a standard directors’ and officers’ questionnaire, which is also completed by all of the directors annually. The Nominating and Corporate Governance Committee may also ask the candidate to meet with members of our management. If the Nominating and Corporate Governance Committee believes that the candidate would be a valuable addition to the Board of Directors, it will recommend the candidate for nomination to the Board of Directors. Before recommending a sitting director to be nominated for re-election at an annual meeting of shareholders, the Nominating and Corporate Governance Committee will consider the director’s past performance and contribution to the Board of Directors.

The Nominating and Corporate Governance Committee will apply the criteria described above when considering candidates recommended by shareholders as nominees for the Board of Directors. In addition, any of our shareholders may nominate one or more persons for election as a director of the Company at any meeting of shareholders called for the purpose of electing directors if the shareholder complies with the notice, information and consent provisions contained in our By-law No. 1. Pursuant to our By-law No. 1, to be considered for inclusion in our proxy materials, notice of a shareholder’s nomination of a person for election to the Board of Directors (the “Notice”) must be received by the Secretary of the Company in writing at the address listed on the first page of this Proxy Statement for the Meeting not later than the close of business on the 30^thday before the date of the annual meeting of shareholders; except that, if the first public announcement made by the Company of the date of the annual meeting of shareholders (the “Notice Date”) is less than 50 days prior to the date of the annual meeting of shareholders, notice by the shareholder may be given not later than the close of business on the 10^thday following the Notice Date. In the case of a special meeting that is not also an annual meeting, the notice must be given not later than the 15^thday following the applicable Notice Date. The notice must contain and be accompanied by certain information as specified in our By-law No. 1 and set forth below, including information about the shareholder providing the notice and the proposed nominee(s) (the “Proposed Nominee”).

Shareholders making nominations must provide, among other things:

■	Their name, business and residential address;
■	The number of securities of the Company beneficially owned, or controlled or directed, directly or indirectly, by the shareholder or any other person with whom the shareholder is acting jointly or in concert with respect to the Company or any of its securities as of the record date for the meeting and the date of the proxy notice;
■	Their interests in, or rights or obligations associated with, any agreements, arrangements or understandings, the purpose or effect of which is to alter, directly or indirectly, the person’s economic interest in a security of the Company or the person’s economic exposure to the Company;
■	Full particulars of any proxy, contract, relationship, arrangement, agreement or understanding pursuant to which such person, or any of his or her affiliates or associates, or any person acting jointly or in concert with such person, has any interests, rights or obligations relating to the voting of any securities of the Company or the nomination of directors to the Board of Directors; and
■	Any other information that would be required to be included in a dissident proxy circular or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to applicable law.

Additionally, shareholders nominating director candidates are required to disclose, among other things:

■	The name, age, business and residential address of the Proposed Nominee;
■	The principal occupation, business or employment of the Proposed Nominee, both presently and within the past five years;
■	Whether the Proposed Nominee is a resident Canadian;

WASTE CONNECTIONS, INC. | 2021 PROXY STATEMENT 11

■	The number of securities of each class of securities of the Company or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by the Proposed Nominee, as of the record date and the date of the proxy notice;
■	Full particulars of any relationship, agreement, arrangement or understanding, including financial, compensation and indemnity related relationships, agreements, arrangements or understandings, between the Proposed Nominee and the shareholder, or any affiliates or associates of, or any person or entity acting jointly or in concert with, the Proposed Nominee or the shareholder, in connection with the Proposed Nominee’s nomination and election as a director of the Company; and
■	Any other information that would be required to be included in a dissident proxy circular or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to applicable law. Such information must be promptly updated and supplemented so as to be accurate as of the Record Date.

We recommend that any shareholder wishing to nominate a director at an annual meeting of shareholders review a copy of our By-law No. 1.

Majority Voting for Directors

Our Corporate Governance Guidelines and Board Charter provides, in uncontested director elections, for our directors to be elected by the affirmative vote of a “majority of the votes cast” with respect to his or her election at a meeting of shareholders, and each incumbent director who receives more “WITHHOLD” votes than votes “FOR” in respect of his or her election must resign from the Board of Directors. A “majority of the votes cast” means that the number of shares voted “FOR” a director’s election exceeds 50% of the number of the total votes cast with respect to that director’s election. The total votes cast with respect to that director’s election will include votes “FOR” that director and “WITHHOLD” votes, but will exclude abstentions, broker non- votes, and failures to vote with respect to that director’s election. Upon receipt of such a tendered resignation, the Nominating and Corporate Governance Committee of the Board of Directors or another independent committee of the Board of Directors will make a determination as to whether to recommend that the Board of Directors accept or reject such resignation. The applicable committee is expected to recommend that the Board of Directors accept the resignation absent exceptional circumstances. The director who is the subject of such determination is not permitted to participate in the deliberations or decisions of the deciding committee.

The Company must promptly publicly disclose the decision(s) of the Board of Directors by a press release and a filing with the SEC and the applicable securities commissions or similar regulatory authorities in Canada. If the director’s tendered resignation is not accepted by the deciding committee or the director does not submit his or her resignation to the Board of Directors, such director will continue to serve until his or her successor is duly elected, or his or her earlier resignation or removal. If the director’s resignation is accepted by the deciding committee, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board of Directors, in its sole discretion, may fill any resulting vacancy.

Director Orientation and Continuing Education

The Company provides access to appropriate orientation programs, sessions or materials for new members of the Board of Directors for their benefit either prior to or within a reasonable period of time after their nomination or election to the Board of Directors, which include written materials and presentations by senior management regarding the directors’ legal and ethical responsibilities; our strategic plans, principal operating risks and financial statements; the material factors that affect our performance; the operation, significance and effects of incentive compensation programs and related party transactions; and other key policies and practices. Continuing education is provided through a number of opportunities, including visits to our operating locations, strategic and financial presentations by members of senior and regional management, and periodic presentations by outside experts on topics of interest. Directors are also encouraged, but not required, to participate in outside continuing education programs.

Communications with the Board of Directors

Shareholders and other interested parties may communicate with the Board of Directors generally, with the non-employee directors as a group or with a specific director at any time by writing to the Board of Directors, the non-employee directors or a specific director, care of the Secretary, at our principal administrative offices located at Waste Connections, Inc., 3 Waterway Square Place, Suite 110, The Woodlands, Texas 77380. The Secretary will forward all communications to the Board of Directors, the non-employee directors or a specific director, as applicable, as soon as practicable after receipt without screening the communication. Shareholders and other

WASTE CONNECTIONS, INC. | 2021 PROXY STATEMENT 12

interested parties are requested to provide their contact information and to state the number of Common Shares that they beneficially own in their communications to the Board of Directors. Because other appropriate avenues of communication exist for matters that are not of shareholder interest, such as general business complaints or employee grievances, shareholders and other interested parties are urged to limit their communications to the Board of Directors to matters that are of shareholder interest and that are appropriate for consideration by the Board of Directors.

Shareholder Outreach

We believe that our relationship with and accountability to shareholders are critical to our success. Engaging with our shareholders helps us to understand how they view us, to set goals and expectations for our performance, and to identify emerging issues that may affect our strategies, sustainability initiatives, corporate governance, compensation practices or other aspects of our operations. Our shareholder and investor outreach includes investor road shows, analyst meetings, investor meetings and investor conferences, either virtually or in person. We also communicate with shareholders and other interested parties through various media, including our annual and quarterly reports, sustainability reports, proxy statements and other SEC and Canadian securities filings, press releases and our website. Our conference calls for quarterly earnings releases and major corporate developments are open to all. These calls are available in real time and are also archived as webcasts on our website. Our President and CEO, Chief Financial Officer and other senior management also regularly engage with investors to discuss our strategy, financial and business performance, and ESG efforts and to update investors on key developments.

Position Descriptions

Written position descriptions for the Board Chairman, the lead independent director and each of the committee chairs, as well as a position description for the CEO of the Company, have been approved by the Board of Directors.

Diversity Policy

The Company believes that diversity, and specifically gender diversity, is an important consideration in determining the composition of its Board of Directors and senior management and is committed to increasing the diversity of the Board of Directors and senior management over time by actively seeking qualified candidates who satisfy diversity objectives, among other criteria. A truly diverse Board of Directors and senior management will include and utilize differences in skills, expertise, and industry experience, as well as gender, race, ethnicity, religion, sexual orientation, physical ability, age and other distinctions to bring diverse perspectives to the decision-making process and help foster an inclusive workplace.

In October 2019, the Board of Directors adopted a Policy Regarding Diversity on the Board of Directors and in Senior Management Positions (the “Diversity Policy”) to formalize the Company’s belief that diversity is an important consideration in determining the composition of the Board of Directors and senior management. The Diversity Policy sets out specific roles and responsibilities of the Nominating and Corporate Governance Committee in recommending diverse candidates after considering a wide range of diversity criteria to ensure the Board of Directors, as a whole, and senior management reflect a range of viewpoints, backgrounds, skills and experience. In particular, the Diversity Policy emphasizes the importance of gender diversity and the role of women with relevant skills and experience in contributing to a diversity of perspective on the Board and senior management.

The Diversity Policy sets out various objectives of the Nominating and Corporate Governance Committee in order to achieve the Company’s commitment to increasing diversity, including the development of recruitment and selection protocols to give due consideration to the benefits of diversity and ensure candidates of diverse groups, knowledge and viewpoints are included in any director and senior management search. These protocols include considering the level of representation of women on the Board of Directors and senior management and directing any third-party search firm engaged by the Company to include diverse candidates, and in particular women, on the short list of candidates being considered in order to support the specific objective of gender diversity.

WASTE CONNECTIONS, INC. | 2021 PROXY STATEMENT 13

The Nominating and Corporate Governance Committee conducts periodic reviews of the Company’s recruitment and selection protocols for Board members and senior management (including executive officers, as defined by applicable Canadian securities laws), including the Company’s existing protocols for internal promotion and leadership development, as part of its annual review process. This review process aims to ensure that diversity remains a component of any director or senior management search and that existing protocols continue to promote diversity within the Company. The success of the Diversity Policy is measured by assessing whether the Board and senior management is composed of highly qualified individuals that possess a balance of skills, experience, expertise and a diversity of perspectives that are relevant to the Company’s business and its strategic objectives and determining whether the Company is meeting the aspirational targets set out in the Diversity Policy.

The Company continues its efforts to identify additional women candidates for consideration as members of the Board of Directors and in senior management positions, such as the appointment of Ms. Jordan as the second woman elected to the Board and, in 2021, the promotion of Ms. Whitney to Executive Vice President and Chief Financial Officer from Senior Vice President and Chief Financial Officer. In October 2019, the Company established its aspirational target of women representing at least 30% of independent Board of Directors members by 2020, which was achieved in August 2019 following the appointment of Ms. Jordan to the Board of Directors. In addition, the Company has established an aspirational target of women representing at least 30% of the total Board of Directors by 2024. Currently, two out of eight members of our Board of Directors are women, representing 33% of independent Board members and 25% of total Board members, and the director nominees for the Meeting include two women.

Although the Diversity Policy does not specify a formal target regarding the representation of women in senior management or executive officer positions, we are committed to increasing the diversity – including gender diversity – of our executive team over time, ensuring that the most qualified candidates are selected as circumstances dictate and the Company’s needs evolve. Diversity is one of a number of factors (which include leadership capabilities, mature judgment, merit, an objective perspective, practical wisdom, talent, experience (including time with the Company), expertise, strategic/innovative thinking, skills and knowledge that are useful to the oversight of our business) that are considered in selecting the best candidates for executive officer appointments. We believe that a less formulaic approach, together with a rigorous search that seeks to include diverse and qualified candidates based on the relevant qualifications and criteria, will best serve the Company’s needs. Currently, there are two women who are executive officers (as defined under applicable Canadian securities laws) of the Company, or 16.6% of our executive officers.

WASTE CONNECTIONS, INC. | 2021 PROXY STATEMENT 14

DIRECTOR COMPENSATION AND EQUITY OWNERSHIP

Annual Retainer and Equity Grants

All of our non-employee directors are paid an annual cash retainer and receive deferred share units, or DSUs. The amount of such director compensation is determined on an annual basis by the Board of Directors. A supplemental annual cash retainer is also paid to committee chairs. Directors who are officers or employees of the Company do not receive any compensation as directors or for attending meetings of the Board of Directors or its committees.

The Compensation Committee periodically engages its independent compensation consultant to review director compensation using the same peer group used to benchmark executive compensation. The principal features of the compensation received by our non-employee directors for fiscal year 2020 are described below.

Type of Fee
Annual Cash Retainer	$	100,000
Committee Chair Cash Retainers:
Audit	$	25,000
Compensation	$	25,000
Nominating & Corporate Governance	$	15,000
Target DSU/RSU Grant	CAD$	210,000

Non-employee directors may elect, irrevocably and in advance, to receive up to CAD$150,000 of their director grant in restricted share units, or RSUs, that are settled in Common Shares, with the remainder to be received in the form of DSUs. RSUs received in payment of the director grant vest in two equal installments on the grant date and the first anniversary of the grant date.

Pursuant to the participation letter agreement under the Separation Benefits Plan that was entered into on July 25, 2019, with Mr. Mittelstaedt, as Executive Chairman, Mr. Mittelstaedt’s annual base salary is $500,000, his target annual cash bonus is 50% of his base salary, and the target amount of his annual equity awards is expected to be equal to 100% of his base salary (with RSUs constituting 50% of the total equity grant awarded, and PSUs constituting the remaining 50%).

The following table provides compensation information for the year ended December 31, 2020, for each non-employee member of our Board of Directors and Mr. Mittelstaedt as Executive Chairman of the Board of Directors.

Name	Fees Earned or Paid in Cash ($)⁽¹⁾			Share Awards ($)⁽¹⁾⁽²⁾			All Other Compensation ($)⁽¹⁾⁽³⁾		Total ($)⁽¹⁾
Edward E. “Ned” Guillet		115,000			158,414			–		273,414
Michael W. Harlan		125,000			158,414			–		283,414
Larry S. Hughes		–	⁽⁴⁾		158,414			–		158,414
Elise L. Jordan		100,000			158,414			–		258,414
Susan “Sue” Lee		100,000			158,414			–		258,414
Ronald J. Mittelstaedt		750,000			550,193	⁽⁵⁾		–		1,300,193
William J. Razzouk		125,000			158,414			–		283,414

(1)

Ms. Lee and Mr. Hughes received their compensation in Canadian currency. For purposes of this presentation, Canadian dollar amounts have been converted to U.S. dollars based on the Bank of Canada average rate of exchange for the period from January 1, 2020, to December 31, 2020, CAD$1.00 = US$0.7454.

(2)

In February 2020, each of our non-employee directors received a grant of 1,090 RSUs with a grant date fair value of $113,153 and a grant of 436 DSUs with a grant date fair value of $45,261, each as shown in the “Share Awards” column. The amount shown for each non-employee director is the grant date fair value of the 2020 awards computed in accordance with generally accepted accounting principles in the U.S., excluding estimates of forfeitures related to service-based vesting conditions. A discussion of the fair value of share awards is set forth under Note 1 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC and the securities commissions or similar regulatory authorities in Canada on February 18, 2021.

WASTE CONNECTIONS, INC. | 2021 PROXY STATEMENT 15

The table below shows the aggregate number of unvested share awards (in the form of RSUs, PSUs and DSUs, as applicable) outstanding for each non-employee director and the Executive Chairman as of December 31, 2020.

Name	Aggregate Restricted Share Unit Awards Outstanding as of December 31, 2020 (#)		Aggregate Performance Share Unit Awards Outstanding as of December 31, 2020 (#)		Aggregate Deferred Share Unit Awards Outstanding as of December 31, 2020 (#)
Edward E. “Ned” Guillet		545		–		2,446
Michael W. Harlan		545		–		2,446
Larry S. Hughes		545		–		7,837
Elise L. Jordan		545		–		940
Susan “Sue” Lee		545		–		5,471
Ronald J. Mittelstaedt		72,118		27,533		–
William J. Razzouk		545		–		2,446

(3)	None of the non-employee directors nor Mr. Mittelstaedt received perquisites or other personal benefits in an aggregate amount of $10,000 or more. We reimburse directors for transportation, lodging and other expenses actually incurred in attending Board and committee meetings and other Company-related events.
(4)	Mr. Hughes irrevocably waived his entitlement to the $100,000 annual cash retainer for the year ended December 31, 2020, prior to the date that he would have otherwise been entitled to be paid such amount. Mr. Hughes requested that the Company direct an equivalent amount toward the Waste Connections Scholarship Program.
(5)	In February 2020, Mr. Mittelstaedt received a grant of 2,650 RSUs with a grant date fair value of $275,097 and a grant of 2,650 PSUs with a grant date fair value of $275,097, each as shown in the “Share Awards” column. The actual equity grant for Mr. Mittelstaedt exceeded the recommended target by approximately 9.0% due to an increase in the value of the Company’s share price prior to the grant date. The amount shown for Mr. Mittelstaedt is the grant date fair value of the 2020 awards computed in accordance with generally accepted accounting principles in the U.S., excluding estimates of forfeitures related to service-based vesting conditions. A discussion of the fair value of share awards is set forth under Note 1 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC and the securities commissions or similar regulatory authorities in Canada on February 18, 2021. If the first-year performance hurdle is satisfied, annual RSU awards vest in four substantially equal annual installments beginning on the first anniversary of the grant date.

Non-Employee Director and Executive Chairman Equity Ownership

Non-employee directors of the Company and the Executive Chairman are required to hold shares having a market value of at least $300,000, or three times the annual cash retainer. Non-employee directors have five years from the fiscal year end following initial election to the Board of Directors to accumulate the share ownership prescribed by the guidelines. For purposes of the calculation, shares deemed “beneficially owned” by the non-employee directors and the Executive Chairman within the meaning of the rules of the SEC, as well as DSUs and RSUs subject to time-based vesting held by the non-employee director and the Executive Chairman, as applicable, and vested or time-based unvested DSUs and RSUs or resulting shares deposited into a deferred compensation plan or arrangement, are included in the calculation of the amount of such individual’s ownership. As of the date of this Proxy Statement, all of our non-employee directors (other than Ms. Jordan, who joined the Board of Directors in 2019) and the Executive Chairman exceeded the requirements of our share ownership guidelines.

Non-employee directors and the Executive Chairman held the following Common Shares, DSUs and unvested RSUs as of March 16, 2021, the Record Date for the Meeting.

Name	Common Shares	DSUs	Unvested RSUs	Deferred RSUs	Total	Equity Ownership Guideline Met
Edward E. “Ned” Guillet	32,342	2,922	594	–	35,858
Michael W. Harlan	7,994	2,922	594	–	11,510
Larry S. Hughes	10,126	8,313	594	–	19,033
Elise L. Jordan	1,385	1,416	594	–	3,395
Susan “Sue” Lee	10,398	5,947	594	–	16,939
Ronald J. Mittelstaedt	190,201	–	4,267	57,449	251,917
William J. Razzouk	15,088	2,922	594	–	18,604

WASTE CONNECTIONS, INC. | 2021 PROXY STATEMENT 16

Directors’ Deferred Share Unit Plan

DSUs are notional units that have the same value as Common Shares, and therefore have the same upside and downside risk as to value, but do not give the holder voting or other shareholder rights. Awarding DSUs to non-employee directors serves to align the interests of non-employee directors with those of shareholders. DSUs are redeemed and settled for cash or shares at the discretion of the Company, only when the non-employee director leaves the Board of Directors, and the redemption value of a DSU is equal to the market value of a Common Share at the date of redemption, less applicable withholdings.

Non-employee directors may elect, irrevocably and in advance, to receive all or part of their director and committee chair cash retainers either in cash or DSUs. They may also elect, irrevocably and in advance, to receive up to CAD$150,000 of their upcoming equity grants in RSUs that are settled in Common Shares, with the remainder of such compensation to be received in the form of DSUs. Notional DSUs are credited to an account for each non-employee director and held until the non-employee director leaves the Board of Directors.

DSUs earn dividend equivalents at the same rate as dividends are paid on Common Shares. upon redemption and settlement, DSU holders are credited with additional DSUs that are equivalent in value to the dividends declared on the Common Shares. The number of DSUs is calculated using the same rate as for the dividends paid on the Common Shares.

WASTE CONNECTIONS, INC. | 2021 PROXY STATEMENT 17

PROPOSAL 1

ELECTION OF DIRECTORS

The Board of Directors is composed of eight directors. At the Meeting, you will be asked to elect each of the eight current directors to serve until the close of business of the 2022 Annual Meeting of Shareholders of the Company or until any such director’s earlier resignation, or his or her successor is duly elected or appointed.

The election of each director nominee may be approved by any one or more shareholders voting “FOR” each such director nominee (i.e., a plurality vote). You may either vote “FOR” or “WITHHOLD” your vote with respect to the election of each director nominee. If you vote “FOR” the election of a nominee, your vote will be cast accordingly. If you select “WITHHOLD” with respect to the election of a nominee, your vote will not be counted as a vote cast for the purposes of electing such nominee but will be considered in the application of the majority voting policy included in our Corporate Governance Guidelines and Board Charter. Pursuant to our majority voting policy, a “WITHHOLD” vote is considered a vote cast for purposes of the election of the director nominee and is equivalent to a vote against the nominee. Pursuant to the Company’s Corporate Governance Guidelines and Board Charter, each director of the Company must be elected by a “majority of the votes cast” with respect to his or her election. A “majority of the votes cast” means that the number of shares voted “for” a director’s election exceeds 50% of the number of votes cast with respect to that director’s election. Votes cast with respect to that director’s election will include votes to withhold authority, but will exclude abstentions, broker non-votes, and failures to vote with respect to that director’s election. See “Majority Voting for Directors” on page 12 of this Proxy Statement.

Proxies will be voted, unless otherwise indicated, for the election of all eight nominees to our Board of Directors. Proxies will be voted in a discretionary manner if any of the eight nominees is unable to serve.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE EIGHT NOMINEES TO THE BOARD OF DIRECTORS.

RONALD J. MITTELSTAEDT
EXECUTIVE CHAIRMAN Waste Connections, Inc.
Age 57 California, U.S.A. Director since: September 1997 NOT Independent	BOARD/COMMITTEE MEMBERSHIP:		BOARD & COMMITTEE ATTENDANCE IN 2020: 100%
	■	Board
	■	Executive Committee
			COMMON SHARES OWNED OR CONTROLLED: 190,201

BIOGRAPHY:

Mr. Mittelstaedt has been Executive Chairman of Waste Connections since July 2019. From the Company’s formation in 1997 to that date, he served as Chief Executive Officer of Waste Connections. Mr. Mittelstaedt has served as a director of Waste Connections since its formation, and was elected Chairman in January 1998. Mr. Mittelstaedt also served as President of Waste Connections from its formation through August 2004. Mr. Mittelstaedt has more than 32 years of experience in the solid waste industry. Under Mr. Mittelstaedt’s leadership, the Company became the third largest company in the North American solid waste and recycling industry, employing nearly 19,000 people across the U.S. and Canada. Mr. Mittelstaedt also established the RDM Positive Impact Foundation in 2004 to improve the lives of underprivileged and at-risk children. Prior to his career in the solid waste and recycling industry, he spent three years in the air freight industry. Mr. Mittelstaedt serves as a director for SkyWest, Inc. and is also a director for Pride Industries, a non-profit organization which provides manufacturing, supply chain, logistics and facilities services to public and private organizations nationwide, while creating jobs for people with disabilities. Mr. Mittelstaedt holds a B.A. degree in Business Economics with a finance emphasis from the University of California at Santa Barbara.

We believe that Mr. Mittelstaedt’s qualifications to serve on our Board of Directors include his extensive experience in the solid waste industry, including as our founder, our CEO from the formation of the Company until July 2019, and a director since the Company was formed in 1997 and our Board Chairman since 1998.

WASTE CONNECTIONS, INC. | 2021 PROXY STATEMENT 18

EDWARD E. “NED” GUILLET
CORPORATE DIRECTOR/CONSULTANT

Age 69 California, U.S.A. Director since: March 2007 Independent	BOARD/COMMITTEE MEMBERSHIP:		BOARD & COMMITTEE ATTENDANCE IN 2020: 100%
	■	Board
	■	Compensation Committee
	■	Nominating and Corporate Governance Committee

			COMMON SHARES OWNED OR CONTROLLED, INCLUDING DSUs: 35,264

BIOGRAPHY:

Mr. Guillet has been an independent freelance human resources consultant since January 2007. From October 2005 until December 2006, he was Senior Vice President, Human Resources for the Gillette Global Business Unit of The Procter & Gamble Company, a position he held subsequent to the merger of Gillette with Procter & Gamble. From July 2001 until September 2005, Mr. Guillet was Senior Vice President and Chief Human Resources Officer and an executive officer of The Gillette Company, a global consumer products company. He joined Gillette in 1974 and held a broad range of leadership positions in its human resources department. From 2008 to 2019, Mr. Guillet served as a Director of CCL Industries Inc., the largest label company in the world providing innovative solutions to the Home & Personal Care, Food & Beverage, Healthcare & Specialty, Automotive, Electronic & Consumer Durables and Retail & Apparel markets worldwide, where he also served as the Chairman of the Board of Directors’ Human Resources Committee and as a member of its Nominating & Governance Committee. Mr. Guillet is a former member of Boston University’s Human Resources Policy Institute. He holds a B.A. degree in English Literature and Secondary Education from Boston College.

We believe that Mr. Guillet’s qualifications to serve on our Board of Directors include his past experience on our Board of Directors, his substantial experience with human resources and personnel development matters, and the positions he has held with other publicly-traded companies (including a publicly-traded company in Canada).

MICHAEL W. HARLAN
CHAIRMAN & CHIEF EXECUTIVE OFFICER
TruHorizon Environmental Solutions
Age 60 Texas, U.S.A. Director since: May 1998 Independent	BOARD/COMMITTEE MEMBERSHIP:		BOARD & COMMITTEE ATTENDANCE IN 2020: 100%
	■	Board
	■	Audit Committee
	■	Executive Committee
	■	Nominating and Corporate Governance Committee

			COMMON SHARES OWNED OR CONTROLLED, INCLUDING DSUs: 10,916

BIOGRAPHY:

Mr. Harlan is the Chairman of the Board of Directors and Chief Executive Officer of Principal Environmental, L.L.C., doing business as TruHorizon Environmental Solutions, a privately-held company that provides environmental regulatory compliance services, and a position he has held since September 2013. Mr. Harlan joined the Board of Directors of Brewer Crane Holdings, LLC, in July 2018. Brewer Crane is a privately-held company that provides customers in Southern California with a wide range of crane, rigging, trucking, and construction services. In July 2020, Mr. Harlan joined the Board of Directors of WiMi Hologram Cloud, Inc. (NASDAQ: WIMI), a publicly-traded provider of integrated holographic augmented reality applications in China. Since September 2011, he is the founder and has served as President of Harlan Capital Advisors, LLC, a private consulting firm focused on advising companies on operational matters, strategic planning, mergers and acquisitions, debt and equity investments, and capital raising initiatives. Prior to forming Harlan Capital Advisors, Mr. Harlan held numerous positions at U.S. Concrete, Inc. (NASDAQ: USCR), a publicly-traded producer of concrete, aggregates and related concrete products, including most recently as its President and Chief Executive Officer from May 2007 until August 2011, and as a Director from June 2006 until August 2011. He has previously served on the Board of Directors for several public and private companies and currently serves on the University of Houston Honors College Advisory Board. Prior to founding U.S. Concrete in August 1998, Mr. Harlan held several senior financial positions with publicly-traded companies, including chief financial officer, treasurer and controller. Mr. Harlan began his career with an international public accounting firm. Mr. Harlan is a Certified Public Accountant and graduated magna cum laude from the University of Mississippi with a Bachelor of Accounting degree.

We believe that Mr. Harlan’s qualifications to serve on our Board of Directors include his past experience on our Board of Directors, his substantial experience in the solid waste industry, his significant experience in accounting and financial matters, including his extensive experience as a certified public accountant, his substantial experience with growth-oriented companies, and his prior experience as a director of other publicly-traded companies.

WASTE CONNECTIONS, INC. | 2021 PROXY STATEMENT 19

LARRY S. HUGHES
CORPORATE DIRECTOR

Age 69 British Columbia, Canada Director since: May 2014 Independent	BOARD/COMMITTEE MEMBERSHIP:		BOARD & COMMITTEE ATTENDANCE IN 2020: 100%
	■	Board
	■	Audit Committee
	■	Executive Committee
			COMMON SHARES OWNED OR CONTROLLED, INCLUDING DSUs: 18,439

BIOGRAPHY:

Mr. Hughes is a retired executive and former lawyer who currently provides consulting and advisory services. In June 2017, Mr. Hughes retired as an executive of West Fraser Timber Co. Ltd. (TSX/NYSE: WFG), an integrated wood products company headquartered in Vancouver, B.C. in Canada. Mr. Hughes served as West Fraser’s Senior Vice- President from 2007 to 2011 with oversight of strategic planning, legal, environmental and safety matters. He served as Vice-President, Finance and Chief Financial Officer from 2011 to 2017 with oversight of financial and accounting matters as well as strategic planning, investor relations, corporate governance and pension matters. Prior to joining West Fraser Mr. Hughes had a successful 27-year career as a business lawyer in private practice in Vancouver. He served as a Director of Progressive Waste Solutions Ltd. from May 2014 until May 2016.⁽²⁾

We believe that Mr. Hughes’ qualifications to serve on our Board of Directors include his past experience on our Board of Directors, his significant experience in corporate financial, governance and legal matters, his experience with companies having operations in both the U.S. and Canada, and his experience as an officer of another publicly-traded company in Canada.


WORTHING F. JACKMAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER Waste Connections, Inc.
Age 56 Texas, U.S.A. Director since: July 2019 NOT Independent	BOARD/COMMITTEE MEMBERSHIP:		BOARD ATTENDANCE IN 2020: 100%
	■	Board
			COMMON SHARES OWNED OR CONTROLLED: 122,906

BIOGRAPHY:

Worthing F. Jackman has been President and Chief Executive Officer of Waste Connections since July 2019. From July 2018 to that date, he served as President of Waste Connections. Mr. Jackman served as Executive Vice President and Chief Financial Officer of Waste Connections from September 2004 to July 2018. From April 2003 to September 2004, Mr. Jackman served as Vice President – Finance and Investor Relations of Waste Connections. Mr. Jackman held various investment banking positions with Alex. Brown & Sons, now Deutsche Bank Securities, Inc., from 1991 through 2003, including most recently as a Managing Director within the Global Industrial & Environmental Services Group. In that capacity, he provided capital markets and strategic advisory services to companies in a variety of sectors, including solid waste services. Mr. Jackman serves as a director for Quanta Services, Inc. He holds a B.S. degree in Finance from Syracuse University and an M.B.A. from the Harvard Business School.

We believe that Mr. Jackman’s qualifications to serve on our Board of Directors include his extensive experience in the solid waste industry, including his senior leadership roles within the Company since 2003 and as our President and Chief Executive Officer and a director since July 2019.

(2)

In 2016, Waste Connections, Inc., a Delaware corporation, entered into a business combination transaction with Progressive Waste Solutions Ltd., a corporation organized under the laws of Ontario, Canada (“Progressive Waste” and the transaction, the “Progressive Waste acquisition”). The public company that remained following the transaction is Waste Connections, Inc., a corporation organized under the laws of Ontario, Canada. References to the “Company” and “Waste Connections” refer to the Delaware corporation, Waste Connections, Inc. (now known as Waste Connections US, Inc.) before the Progressive Waste acquisition and the combined business thereafter.

WASTE CONNECTIONS, INC. | 2021 PROXY STATEMENT 20

ELISE L. JORDAN
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
FedEx Express
Age 61 Tennessee, U.S.A. Director since: August 2019 Independent	BOARD/COMMITTEE MEMBERSHIP:		BOARD & COMMITTEE ATTENDANCE IN 2020: 100%
	■	Board
	■	Audit Committee
	■	Nominating and Corporate Governance Committee
			COMMON SHARES OWNED OR CONTROLLED, INCLUDING DSUs: 2,801

BIOGRAPHY:

Ms. Jordan is Executive Vice President and CFO of FedEx Express, the largest transportation company in the FedEx Corp. (NYSE: FDX) enterprise with $38 billion in annual revenues and over 235,000 team members worldwide. In that capacity, she is responsible for worldwide financial affairs, including financial planning, reporting and analysis, long-range strategic planning, and regional accounting and controls. Prior to her current position, Ms. Jordan served as Senior Vice President, Strategic and Financial Planning and Analysis and Business Systems; Vice President, FedEx Express Financial Planning; Managing Director, Global Financial Planning; and Manager, Corporate/Domestic Business Planning. She joined FedEx in 1983 as an Operations Analyst. Before joining FedEx, Ms. Jordan served as a Staff Auditor for Arthur Andersen LLC. Ms. Jordan earned her MBA from the University of Memphis and her BBA in Accounting from the University of Texas in Austin.

We believe that Ms. Jordan’s qualifications to serve on our Board of Directors include her significant experience in accounting, corporate finance, technology and governance, her senior positions within a multi-national logistics company, and her experience as an officer of another publicly-traded company.

SUSAN “SUE” LEE
CORPORATE DIRECTOR

Age 69 British Columbia, Canada Director since: May 2014 Independent	BOARD/COMMITTEE MEMBERSHIP:		BOARD & COMMITTEE ATTENDANCE IN 2020: 100%
	■	Board
	■	Compensation Committee
			COMMON SHARES OWNED OR CONTROLLED, INCLUDING DSUs: 16,345

BIOGRAPHY:

Ms. Lee has been a corporate director since November 2011. She retired from Suncor Energy Inc., an integrated energy company, in April 2012, where she last served as Senior Vice-President, Human Resources and Communications. During her 16 years with Suncor, her responsibilities included executive compensation and succession planning, governance, merger strategy and integration, and stakeholder and government relations. Prior to joining Suncor, Ms. Lee had a 14-year career in human resources at TransAlta Corp. Ms. Lee has been a Director of Empire Company Limited, a food retailing business, since 2014, where she also serves as a member of the Board of Directors’ Human Resources Committee. Ms. Lee served as a Director of Bonavista Energy Corporation from November 2013 to December 2017 and as a Director of Progressive Waste Solutions Ltd. from May 2014 until May 2016. She has also served on a number of prominent boards in Canada, such as the Suncor Energy Foundation, Holcim Canada, Altalink, the University of Calgary Board of Governors and the Women’s Executive Network Top 100 Women Advisory Board. In 2007, Ms. Lee was an inaugural inductee into the Hall of Fame for Canada’s Top 100 Most Powerful Women.

We believe that Ms. Lee’s qualifications to serve on our Board of Directors include her past experience on our Board of Directors, her substantial experience with human resources and talent management and development matters, her substantial experience in the energy industry, the positions she has held with other publicly-traded companies in Canada and her experience as a director of other publicly-traded companies in Canada.

WASTE CONNECTIONS, INC. | 2021 PROXY STATEMENT 21

WILLIAM J. RAZZOUK
CORPORATE DIRECTOR

Age 73 Florida, U.S.A. Director since: January 1998 Independent	BOARD/COMMITTEE MEMBERSHIP:	BOARD & COMMITTEE ATTENDANCE IN 2020: 100%
	■

SEC Form DEF 14A filed by Waste Connections, Inc.