Waste Connections (NYSE: WCN) reports 2026 shareholder voting outcomes

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Waste Connections, Inc. held its 2026 annual shareholders meeting on May 15, 2026, where investors elected all eight director nominees to serve until the next annual meeting or earlier resignation. Support was strong, with most directors receiving more than 90% of votes cast, although one nominee, Susan “Sue” Lee, received a lower but still majority level of support.

Shareholders also approved, on a non-binding advisory basis, the Company’s executive compensation (“Say-on-Pay”), and ratified Grant Thornton LLP as independent registered public accounting firm for 2026, authorizing the board to set its fees. These results largely maintain the Company’s existing governance, leadership and compensation structures.

8-K Event Classification

3 items: 5.07, 8.01, 9.01

3 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Say-on-Pay votes for: 202,685,794 votes Say-on-Pay votes against: 9,000,505 votes Auditor ratification votes for: 220,060,280 votes +3 more

6 metrics

Say-on-Pay votes for 202,685,794 votes Non-binding advisory approval of executive compensation

Say-on-Pay votes against 9,000,505 votes Non-binding advisory vote on executive compensation

Auditor ratification votes for 220,060,280 votes Approval of Grant Thornton LLP as 2026 auditor

Auditor ratification votes withheld 658,573 votes Votes withheld on Grant Thornton LLP appointment

Susan Lee support percentage 66.35% votes for Director election for Susan “Sue” Lee

Carl D. Sparks support percentage 99.29% votes for Director election for Carl D. Sparks

Key Terms

Say-on-Pay, independent registered public accounting firm, majority voting policy, non-binding, advisory basis, +1 more

5 terms

Say-on-Pay financial

"The Shareholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s management information circular and proxy statement in respect of the Meeting (“Say-on-Pay”)"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

independent registered public accounting firm financial

"The Shareholders approved the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2026 and authorized the Company’s Board of Directors to fix the remuneration"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

majority voting policy regulatory

"All director nominees were elected in accordance with the majority voting policy included in the Company’s Corporate Governance Guidelines and Board Charter"

non-binding, advisory basis regulatory

"The shareholders approved on a non-binding, advisory basis the compensation of the Company’s named executive officers as disclosed in the Proxy Statement"

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

Corporate Governance Guidelines and Board Charter regulatory

"All director nominees were elected in accordance with the majority voting policy included in the Company’s Corporate Governance Guidelines and Board Charter"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 05/15/2026 - 04:06 PM

FAQ

What did Waste Connections (WCN) shareholders decide at the 2026 annual meeting?

Shareholders elected all eight director nominees, approved executive compensation on a non-binding “Say-on-Pay” basis, and ratified Grant Thornton LLP as independent registered public accounting firm for 2026, maintaining the company’s governance and oversight structure.

How did Waste Connections (WCN) shareholders vote on director elections in 2026?

All eight nominees were elected with majority support. Most received over 90% of votes cast, while Susan “Sue” Lee received 141,080,632 votes for and 71,523,158 withheld, reflecting 66.35% support and 33.64% withheld under the company’s majority voting policy.

Was Waste Connections (WCN) Say-on-Pay executive compensation approved in 2026?

Yes, shareholders approved Waste Connections’ Say-on-Pay proposal on a non-binding advisory basis, with 202,685,794 votes for, 9,000,505 against and 917,491 abstentions, indicating broad but not unanimous support for the company’s named executive officer compensation program.

Which auditing firm did Waste Connections (WCN) shareholders appoint for 2026?

Shareholders approved Grant Thornton LLP as Waste Connections’ independent registered public accounting firm for 2026, with 220,060,280 votes for and 658,573 withheld, and authorized the board of directors to fix the remuneration of the independent registered public accounting firm.

What is the majority voting policy mentioned in Waste Connections’ 2026 results?

The majority voting policy requires each director nominee to receive more votes for than withheld to be elected. All 2026 nominees met this requirement, with each receiving a majority of total votes cast in respect of his or her election at the meeting.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant To Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 15, 2026

Waste Connections, Inc.

(Exact name of registrant as specified in its charter)

Ontario, Canada		1-34370		98-1202763
(State or other jurisdiction  of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

6220 Hwy 7, Suite 600

Woodbridge

Ontario L4H 4G3

Canada

(Address of principal executive offices)

Registrant’s telephone number, including area code: (905) 532-7510

Not Applicable

(Former name or address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares, no par value

WCN

New York Stock Exchange

Toronto Stock Exchange

NYSE Texas

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its 2026 annual meeting of shareholders on May 15, 2026 (the “Meeting”).

The Company’s shareholders (the “Shareholders”) elected each of the eight nominees for director to serve until the close of the next annual meeting of Shareholders or until his or her earlier resignation, or his or her successor is duly elected or appointed by the votes indicated below:

Nominee for Director:	Total Votes For:	Total Votes Withheld:	Total Broker Non-Votes:
Daniel L. Florness	199,520,109	13,083,681	8,115,063
Edward E. “Ned” Guillet	196,083,938	16,519,852	8,115,063
Michael W. Harlan	196,501,112	16,102,678	8,115,063
Elise L. Jordan	208,573,444	4,030,346	8,115,063
Cherylyn Harley LeBon	210,953,439	1,650,351	8,115,063
Susan “Sue” Lee	141,080,632	71,523,158	8,115,063
Ronald J. Mittelstaedt	207,172,995	5,430,795	8,115,063
Carl D. Sparks	211,114,364	1,489,426	8,115,063

The Shareholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s management information circular and proxy statement in respect of the Meeting (“Say-on-Pay”), by the votes indicated below:

Total Votes For:			202,685,794
Total Votes Against:			9,000,505
Total Votes Abstained:			917,491
Total Broker Non-Votes:			8,115,063

The Shareholders approved the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2026 and authorized the Company’s Board of Directors to fix the remuneration of the independent registered public accounting firm by the votes indicated below:

Total Votes For:			220,060,280
Total Votes Withheld:			658,573

Item 8.01. Other Events.

On May 15, 2026, the Company issued a press release announcing that the Shareholders had elected as the Company’s directors each of the nominees listed above under Item 5.07 at the Meeting. The press release announcing the election of the directors and related matters is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibit.

99.1

Press Release, dated May 15, 2026, issued by Waste Connections, Inc.

104

The cover page of Waste Connections, Inc.’s Current Report on Form 8-K formatted in Inline XBRL.

SIGNATURES

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

	WASTE CONNECTIONS, INC.

Date: May 15, 2026	BY:	/s/ Mary Anne Whitney
		Mary Anne Whitney
		Executive Vice President and Chief Financial Officer

Exhibit 99.1

WASTE CONNECTIONS ANNUAL SHAREHOLDERS MEETING RESULTS

TORONTO, ONTARIO, May 15, 2026 – Waste Connections, Inc. (TSX/NYSE: WCN) (“Waste Connections” or the “Company”) today announced the results of its annual meeting of shareholders (the “Meeting”). All eight director nominees in the Company’s 2026 management information circular and proxy statement (the “Proxy Statement”) were nominated and elected as directors of the Company at the Meeting. Each director will serve until the close of the next annual meeting of shareholders or until his or her earlier resignation, or his or her successor is duly elected or appointed.

Detailed results of the vote are:

Nominee	Votes For		% Votes For		Votes Withheld		% Votes Withheld
Daniel L. Florness		199,520,109		93.84		13,083,681		6.15
Edward E. “Ned” Guillet		196,083,938		92.22		16,519,852		7.77
Michael W. Harlan		196,501,112		92.42		16,102,678		7.57
Elise L. Jordan		208,573,444		98.10		4,030,346		1.89
Cherylyn Harley LeBon		210,953,439		99.22		1,650,351		0.77
Susan “Sue” Lee		141,080,632		66.35		71,523,158		33.64
Ronald J. Mittelstaedt		207,172,995		97.44		5,430,795		2.55
Carl D. Sparks		211,114,364		99.29		1,489,426		0.70

All director nominees were elected in accordance with the majority voting policy included in the Company’s Corporate Governance Guidelines and Board Charter, with each receiving a majority of the total votes cast in respect of his or her election.

The shareholders approved on a non-binding, advisory basis the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (“Say-on-Pay”).

The shareholders approved the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2026 and authorized the Company’s Board of Directors to fix the remuneration of the independent registered public accounting firm.

Final voting results on all matters considered at the Meeting will be filed with the U.S. Securities and Exchange Commission and the securities commissions or similar regulatory authorities in Canada.

About Waste Connections

Waste Connections (wasteconnections.com) is an integrated solid waste services company that provides non-hazardous waste collection, transfer and disposal services, including by rail, along with resource recovery primarily through recycling and renewable fuels generation. The Company serves approximately nine million residential, commercial and industrial customers in mostly exclusive and secondary markets across 46 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. and Canada, as well as intermodal services for the movement of cargo and solid waste containers in the Pacific Northwest. Waste Connections views its Environmental, Social and Governance (“ESG”) efforts as integral to its business, with initiatives consistent with its objective of long-term value creation and focused on reducing emissions, increasing resource recovery of both recyclable commodities and clean energy fuels, reducing reliance on off-site disposal for landfill leachate, further improving safety and enhancing employee engagement. Visit wasteconnections.com/sustainability for more information and updates on our progress towards targeted achievement.

CONTACT:

Mary Anne Whitney / (832) 442-2253	Joe Box / (832) 442-2153
maryannew@wasteconnections.com	joe.box@wasteconnections.com

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Press Releases

EX-99.1 EXHIBIT 99.1 16.7 KB