GFL Environmental (NYSE: GFL) wins all votes, but say-on-pay barely passes

Rhea-AI Filing Summary

GFL Environmental Inc. reported that shareholders approved all matters at its annual and special meeting held by live audio webcast. All eight director nominees were elected, with support ranging from 67.04% for Paolo Notarnicola to 97.32% for Violet Konkle.

Shareholders reappointed KPMG LLP as auditor with 99.81% of votes cast in favour. They also approved the renewal of GFL’s Omnibus Long-Term Incentive Plan with 63.50% support and the Director DSU Plan with 69.23% support. An advisory, non-binding resolution on executive compensation was approved, receiving 53.58% of votes cast in favour.

Key Figures

Votes for Patrick Dovigi: 386,962,772 votes Lowest director support: 67.04% for Highest director support: 97.32% for +4 more

7 metrics

Votes for Patrick Dovigi 386,962,772 votes Director election, 94.37% for vs. 5.63% withheld

Lowest director support 67.04% for Director election for Paolo Notarnicola (274,887,295 votes for)

Highest director support 97.32% for Director election for Violet Konkle (399,051,297 votes for)

Auditor appointment support 421,898,125 votes for KPMG LLP reappointment, 99.81% for vs. 0.19% withheld

Omnibus LTIP renewal 63.50% for 260,378,800 votes for vs. 149,666,621 against

Director DSU Plan renewal 69.23% for 283,856,036 votes for vs. 126,189,383 against

Say-on-pay approval 53.58% for 219,723,653 votes for vs. 190,321,768 against

Key Terms

annual and special meeting of shareholders, Omnibus Long-Term Incentive Plan, Director DSU Plan, advisory non-binding resolution, +2 more

6 terms

annual and special meeting of shareholders financial

"announced the voting results from its annual and special meeting of shareholders held today virtually via live audio webcast"

A combined reference to the regular yearly gathering where shareholders vote on routine business (annual meeting) and any extra meetings called to decide urgent or specific matters (special meeting). Think of the annual meeting as the company’s yearly check-in and the special meeting as a quick boardroom session called when something important requires shareholder approval; both matter because they determine leadership, major policy, and actions that can change a stock’s value.

Omnibus Long-Term Incentive Plan financial

"The resolution regarding the renewal of the Company’s Omnibus Long-Term Incentive Plan and the approval of all unallocated options, rights or other entitlements thereunder were approved"

Director DSU Plan financial

"The resolution regarding the renewal of the Company’s Director DSU Plan and the approval of all unallocated deferred share units thereunder were approved"

advisory non-binding resolution financial

"The advisory non-binding resolution on the Company’s approach to executive compensation was approved"

National Instrument 51-102 regulatory

"In accordance with Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations, the following sets out the matters voted upon"

National Instrument 51-102 is a Canadian securities rule that requires public companies to regularly publish clear, standardized information about their finances and significant developments, such as quarterly and annual reports, management discussion and analysis, and notices of material changes. For investors it acts like a rule forcing businesses to keep their financial “windows” clear and up to date, making it easier to compare companies, spot risks, and make informed decisions.

management information circular regulatory

"Each of the matters set out below is described in greater detail in the Company’s management information circular dated March 31, 2026"

A management information circular is a document sent to shareholders ahead of a company meeting that explains who is asking for votes, what decisions will be made, and why management recommends a particular outcome. Like an instruction booklet and argument sheet combined, it lays out details such as board nominees, executive pay, major transactions and any conflicts, helping investors decide how to vote and judge whether leadership choices could affect the company’s future value.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER 

PURSUANT TO RULE 13a-16 OR 15d-16 

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2026

Commission File Number: 001-39240

GFL Environmental Inc. 

(Translation of registrant’s name into English)

1759 Purdy Avenue, Suite 300

Miami Beach, Florida 33139

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ¨              Form 40-F x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

EXHIBIT INDEX

The following Exhibits 99.1 and 99.2 are furnished as part of this Current Report on Form 6-K.

Exhibit  Number		Description
99.1		Press Release, dated May 13, 2026
99.2		Report of Voting Results

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GFL Environmental Inc.
Date: May 13, 2026	By:	/s/ Mindy Gilbert
		Name:  Mindy Gilbert
		Title:    Executive Vice President and Chief Legal Officer

Exhibit 99.1

GFL Environmental Inc. Announces Results from Annual and Special Meeting of Shareholders

MIAMI BEACH, FL, May 13, 2026 – GFL Environmental Inc. (NYSE: GFL) (TSX: GFL) (“GFL” or the “Company”) announced the voting results from its annual and special meeting of shareholders held today virtually via live audio webcast.

Shareholders of the Company voted in favour of all items of business, including the election of each of the director nominees as follows:

Name of Nominee		Votes FOR		%		Votes WITHHELD		%
(a)   Patrick Dovigi		386,962,772		94.37%		23,082,651		5.63%
(b)   Dino Chiesa		290,459,529		70.84%		119,585,894		29.16%
(c)   Violet Konkle		399,051,297		97.32%		10,994,126		2.68%
(d)   Sandra Levy		292,568,479		71.35%		117,476,944		28.65%
(e)   Jessica McDonald		292,565,354		71.35%		117,480,069		28.65%
(f)   Arun Nayar		292,562,945		71.35%		117,482,478		28.65%
(g)   Paolo Notarnicola		274,887,295		67.04%		135,158,128		32.96%
(h)   Ven Poole		399,025,381		97.31%		11,020,041		2.69%

Final voting results on all matters voted on at the meeting will be filed on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

About GFL

GFL is the fourth largest diversified environmental services company in North America, providing comprehensive solid waste management services from its platform of facilities throughout Canada and 18 U.S. states. GFL has a workforce of more than 15,000 employees across its organization.

For more information:
Patrick Dovigi
+1 905 326-0101
pdovigi@gflenv.com

Exhibit 99.2

 

REPORT OF VOTING RESULTS

In accordance with Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations, the following sets out the matters voted upon at the annual and special meeting of shareholders (the “Meeting”) of GFL Environmental Inc. (the “Company”) held on May 13, 2026. Each of the matters set out below is described in greater detail in the Company’s management information circular dated March 31, 2026 (the “Circular”).

1. Election of Directors

Each of the eight nominees listed in the Circular was elected as a director of the Company to hold office until the close of the next annual meeting of shareholders or until their successor is elected or appointed. The results of the votes cast are set out below:

Name of Nominee		Votes FOR		%		Votes WITHHELD		%
(a)   Patrick Dovigi		386,962,772		94.37%		23,082,651		5.63%
(b)   Dino Chiesa		290,459,529		70.84%		119,585,894		29.16%
(c)   Violet Konkle		399,051,297		97.32%		10,994,126		2.68%
(d)   Sandra Levy		292,568,479		71.35%		117,476,944		28.65%
(e)   Jessica McDonald		292,565,354		71.35%		117,480,069		28.65%
(f)   Arun Nayar		292,562,945		71.35%		117,482,478		28.65%
(g)   Paolo Notarnicola		274,887,295		67.04%		135,158,128		32.96%
(h)   Ven Poole		399,025,381		97.31%		11,020,041		2.69%

2. Appointment of Independent Auditor

KPMG LLP was appointed as the auditor of the Company until the next annual meeting of shareholders or until a successor auditor is appointed and the board of directors of the Company was authorized to fix the remuneration of the auditor. The results of the votes cast are set out below:

Votes FOR				%				Votes WITHHELD				%
	421,898,125				99.81%				804,093				0.19%

3. Renewal of the Company’s Omnibus Long-Term Incentive Plan

The resolution regarding the renewal of the Company’s Omnibus Long-Term Incentive Plan and the approval of all unallocated options, rights or other entitlements thereunder were approved. The results of the votes cast are set out below:

Votes FOR				%				Votes AGAINST				%
	260,378,800				63.50%				149,666,621				36.50%

4. Renewal of the Company’s DSU Plan

The resolution regarding the renewal of the Company’s Director DSU Plan and the approval of all unallocated deferred share units thereunder were approved. The results of the votes cast are set out below:

Votes FOR				%				Votes AGAINST				%
	283,856,036				69.23%				126,189,383				30.77%

5. Consideration of the Company’s Approach to Executive Compensation

The advisory non-binding resolution on the Company’s approach to executive compensation was approved. The results of the votes cast are set out below:

Votes FOR				%				Votes AGAINST				%
	219,723,653				53.58%				190,321,768				46.42%

FAQ

What did GFL (GFL) shareholders approve at the May 13, 2026 meeting?

Shareholders approved all items of business at GFL’s May 13, 2026 annual and special meeting. This included electing eight directors, reappointing KPMG LLP as auditor, renewing two incentive plans and passing an advisory resolution on the company’s executive compensation approach.

How did GFL (GFL) director nominees fare in the 2026 election vote?

All eight GFL director nominees were elected. Support ranged from 67.04% of votes for Paolo Notarnicola to 97.32% for Violet Konkle, with Patrick Dovigi receiving 94.37% and several other directors receiving around 71% to 97% of votes cast in favour.

What was the 2026 auditor appointment result for GFL (GFL)?

Shareholders reappointed KPMG LLP as GFL’s auditor until the next annual meeting. The proposal received 421,898,125 votes for and 804,093 votes withheld, representing 99.81% support and 0.19% withheld, and authorized the board to fix the auditor’s remuneration.

Did GFL (GFL) renew its Omnibus Long-Term Incentive Plan in 2026?

Yes. Shareholders approved renewal of GFL’s Omnibus Long-Term Incentive Plan and all unallocated awards. The resolution received 260,378,800 votes for and 149,666,621 votes against, representing 63.50% support and 36.50% opposition among votes cast at the meeting.

What was the outcome of GFL (GFL) Director DSU Plan renewal vote?

GFL shareholders approved renewal of the Director DSU Plan and all unallocated deferred share units. The resolution received 283,856,036 votes for and 126,189,383 votes against, equating to 69.23% support and 30.77% opposition from votes cast at the shareholder meeting.

How did GFL (GFL) shareholders vote on executive compensation in 2026?

An advisory, non-binding resolution on GFL’s approach to executive compensation was approved. The vote recorded 219,723,653 votes for and 190,321,768 votes against, representing 53.58% support and 46.42% opposition among shareholders who voted on the say-on-pay proposal.

Where will detailed 2026 GFL (GFL) voting results be available?

Final detailed voting results for GFL’s 2026 annual and special meeting will be filed on Canadian regulator SEDAR+ at sedarplus.ca and on the U.S. SEC’s EDGAR system at sec.gov, providing full tabulations for each matter considered by shareholders.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 11.6 KB
• EX-99.2 EXHIBIT 99.2 25.9 KB