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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): March 18, 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
NYSE Texas, Inc.
Toronto Stock Exchange
|
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-(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 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 18, 2026, upon the recommendation
of its Nominating and Corporate Governance Committee, the Board of Directors (the “Board”) of Waste Connections, Inc.
(the “Company”) increased the size of the Board from eight to nine members, and appointed Daniel L. Florness to the
Board effective April 1, 2026. In connection with his appointment to the Board, the Board also appointed Mr. Florness to serve
as a member of the Board’s Audit Committee, effective April 1, 2026.
Mr. Florness, 62, currently serves as the
Chief Executive Officer and a member of the board of directors for Fastenal Company (“Fastenal”), positions he has held since
2016. He previously served as Fastenal’s President and Chief Executive Officer from 2016 to 2024, Executive Vice President and Chief
Financial Officer from 2002 to 2015, and Chief Financial Officer from 1996 to 2002. Prior to joining Fastenal, Mr. Florness served
in a variety of positions, including Senior Manager, with KPMG LLP from 1986 to 1996. Mr. Florness earned an undergraduate degree
in accounting from the University of Wisconsin – River Falls. Mr. Florness has announced his intention to step out of his role
as Fastenal’s CEO and resign from its Board effective July 16, 2026.
The Board has determined that Mr. Florness
meets the independence standards for service on the Board and the Audit Committee adopted by the Board in compliance with the New York
Stock Exchange corporate governance listing standards, Items 407(a) and (d) of Regulation S-K and applicable securities
laws in Canada.
Mr. Florness has no arrangements or understandings
with any other person pursuant to which he was selected as a director, and no family relationship with any director or executive officer
of the Company or any person nominated or chosen by the Company to become a director or executive officer. Mr. Florness has had no
direct or indirect material interest in any transaction or series of similar transactions contemplated by Item 404(a) of Regulation
S-K.
Mr. Florness will receive the standard compensation,
a portion of which will be pro-rated to reflect the actual time Mr. Florness will serve on the Board this term, paid by the Company
to all of its non-employee directors and as described under “Director Compensation and Equity Ownership” in the Company’s
2025 Management Information Circular and Proxy Statement for its Annual Meeting of Shareholders filed with the Securities and Exchange
Commission (“SEC”) and applicable securities commissions or similar regulatory authorities in Canada on April 4,
2025. In connection with his appointment, Mr. Florness will enter into a standard indemnification agreement with the Company in the
form previously approved by the Board, which is filed as Exhibit 10.12 to the Company’s Current Report on Form 8-K filed
with the SEC on June 7, 2016.
A copy of the press release announcing the appointment
of Mr. Florness to the Board is filed as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
| 99.1 | Press Release, dated March 18, 2026, issued by Waste Connections, Inc. |
| 104 | The cover page of Waste Connections, Inc. on Current Report on Form 8-K formatted in Inline XBRL. |
SIGNATURES
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 hereunto duly authorized.
| |
WASTE CONNECTIONS, INC. |
| |
|
|
| Date: March 18, 2026 |
By: |
/s/ Patrick J. Shea |
| |
|
Patrick
J. Shea |
| |
|
Executive
Vice President, General Counsel and Secretary |
Exhibit 99.1

WASTE CONNECTIONS APPOINTS DANIEL L. FLORNESS
TO ITS BOARD OF DIRECTORS
TORONTO, ONTARIO,
March 18, 2026 – Waste Connections, Inc. (TSX/NYSE: WCN) (“Waste Connections” or the “Company”)
today announced that Daniel L. Florness has been appointed to its Board of Directors, effective April 1, 2026.
“We are very pleased to welcome Dan to our
Board,” said Ronald J. Mittelstaedt, President and Chief Executive Officer. “Dan is an accomplished executive with a wealth
of experience in C-suite level leadership roles for a public company. He has intimate knowledge of servant leadership, accounting, marketing
and public finance. Dan will be an outstanding addition to our Board.”
Mr. Florness, 62, currently serves as the
Chief Executive Officer and a member of the board of directors for Fastenal Company (“Fastenal”), positions he has held since
2016. He previously served as Fastenal’s President and Chief Executive Officer from 2016 to 2024, Executive Vice President and Chief
Financial Officer from 2002 to 2015, and Chief Financial Officer from 1996 to 2002. Prior to joining Fastenal, Mr. Florness served
in a variety of positions, including Senior Manager, with KPMG LLP from 1986 to 1996. Mr. Florness earned an undergraduate degree
in accounting from the University of Wisconsin – River Falls. Mr. Florness has announced his intention to step out of his role
as Fastenal’s CEO and resign from its Board effective July 16, 2026.
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.
CONTACTS:
| Mary Anne Whitney / (832) 442-2253 |
Joe Box / (832) 442-2153 |
| maryannew@wasteconnections.com |
joe.box@wasteconnections.com |