---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-24-062985"
form_type: "8-K"
ticker: "WCN"
cik: "0001318220"
company_name: "Waste Connections, Inc."
filed_at: "2024-05-17T23:59:59+00:00"
generated_at: "2026-06-01T14:44:37.465366+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.1
calibrated_materiality_score: 0.1
confidence: "high"
source: SEC EDGAR
---

# Waste Connections shareholders elect all 8 director nominees, approve say-on-pay

## Summary
- All eight director nominees elected; Carl D. Sparks received 99.91% votes for.
- Non-binding say-on-pay advisory resolution approved with 95.7% votes for.
- Grant Thornton LLP ratified as independent auditor for 2024.
- Total broker non-votes of 7,409,417 shares on director and say-on-pay items.

## SEC filing metadata
- accession: 0001104659-24-062985
- form_type: 8-K
- ticker: WCN
- cik: 0001318220
- company_name: Waste Connections, Inc.
- filed_at: 2024-05-17T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.1
- calibrated_materiality_score: 0.1
- confidence: high
- sec_items: 5.07, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1318220/000110465924062985/0001104659-24-062985-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1318220/000110465924062985/tm2414840d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-24-062985
- JSON: https://secwatch.observer/filing/0001104659-24-062985.json
- Plain text: https://secwatch.observer/filing/0001104659-24-062985.txt

## Key facts
- Shareholder Votes
  Waste Connections, Inc. shareholders approved Ratification of appointment of Grant Thornton LLP as independent registered public accounting firm for 2024 and authorization to fix auditor's remuneration at the 2024-05-17 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2024-05-17
  source text: Item 5.07. Submission of Matters to a Vote of Security Holders. Waste Connections, Inc. (the “ Company ”) held its 2024 annual meeting of shareholders on May 17, 2024 (the “ Meeting ”). The Company’s shareholders (the “ Shareholders ”) elected each of the eight nominees for director by the votes indicated below: Nominee for Director: Total Votes For: Total Votes Withheld: Total Broker Non-Votes: Andrea E. Bertone 214,920,820 7,078,922 7,409,417 Edward E. “Ned” Guillet 211,975,139 10,024,603 7,409,417 Michael W. Harlan 210,154,898 11,844,844 7,409,417 Larry S. Hughes 220,948,973 1,050,769 7,409,417 Elise L. Jordan 220,196,541 1,803,201 7,409,417 Susan “Sue” Lee 220,260,734 1,739,008 7,409,417 Ronald J. Mittelstaedt 218,197,830 3,801,912 7,409,417 Carl D. Sparks 221,808,705 191,037 7,409,417 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1318220/000110465924062985/0001104659-24-062985-index.htm
- Shareholder Votes
  Waste Connections, Inc. shareholders approved Election of Edward E. “Ned” Guillet as director at the 2024-05-17 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-05-17
  source text: Item 5.07. Submission of Matters to a Vote of Security Holders. Waste Connections, Inc. (the “ Company ”) held its 2024 annual meeting of shareholders on May 17, 2024 (the “ Meeting ”). The Company’s shareholders (the “ Shareholders ”) elected each of the eight nominees for director by the votes indicated below: Nominee for Director: Total Votes For: Total Votes Withheld: Total Broker Non-Votes: Andrea E. Bertone 214,920,820 7,078,922 7,409,417 Edward E. “Ned” Guillet 211,975,139 10,024,603 7,409,417 Michael W. Harlan 210,154,898 11,844,844 7,409,417 Larry S. Hughes 220,948,973 1,050,769 7,409,417 Elise L. Jordan 220,196,541 1,803,201 7,409,417 Susan “Sue” Lee 220,260,734 1,739,008 7,409,417 Ronald J. Mittelstaedt 218,197,830 3,801,912 7,409,417 Carl D. Sparks 221,808,705 191,037 7,409,417 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1318220/000110465924062985/0001104659-24-062985-index.htm
- Shareholder Votes
  Waste Connections, Inc. shareholders approved Election of Michael W. Harlan as director at the 2024-05-17 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-05-17
  source text: Item 5.07. Submission of Matters to a Vote of Security Holders. Waste Connections, Inc. (the “ Company ”) held its 2024 annual meeting of shareholders on May 17, 2024 (the “ Meeting ”). The Company’s shareholders (the “ Shareholders ”) elected each of the eight nominees for director by the votes indicated below: Nominee for Director: Total Votes For: Total Votes Withheld: Total Broker Non-Votes: Andrea E. Bertone 214,920,820 7,078,922 7,409,417 Edward E. “Ned” Guillet 211,975,139 10,024,603 7,409,417 Michael W. Harlan 210,154,898 11,844,844 7,409,417 Larry S. Hughes 220,948,973 1,050,769 7,409,417 Elise L. Jordan 220,196,541 1,803,201 7,409,417 Susan “Sue” Lee 220,260,734 1,739,008 7,409,417 Ronald J. Mittelstaedt 218,197,830 3,801,912 7,409,417 Carl D. Sparks 221,808,705 191,037 7,409,417 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1318220/000110465924062985/0001104659-24-062985-index.htm
- Shareholder Votes
  Waste Connections, Inc. shareholders approved Election of Andrea E. Bertone as director at the 2024-05-17 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-05-17
  source text: Item 5.07. Submission of Matters to a Vote of Security Holders. Waste Connections, Inc. (the “ Company ”) held its 2024 annual meeting of shareholders on May 17, 2024 (the “ Meeting ”). The Company’s shareholders (the “ Shareholders ”) elected each of the eight nominees for director by the votes indicated below: Nominee for Director: Total Votes For: Total Votes Withheld: Total Broker Non-Votes: Andrea E. Bertone 214,920,820 7,078,922 7,409,417 Edward E. “Ned” Guillet 211,975,139 10,024,603 7,409,417 Michael W. Harlan 210,154,898 11,844,844 7,409,417 Larry S. Hughes 220,948,973 1,050,769 7,409,417 Elise L. Jordan 220,196,541 1,803,201 7,409,417 Susan “Sue” Lee 220,260,734 1,739,008 7,409,417 Ronald J. Mittelstaedt 218,197,830 3,801,912 7,409,417 Carl D. Sparks 221,808,705 191,037 7,409,417 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1318220/000110465924062985/0001104659-24-062985-index.htm
- Shareholder Votes
  Waste Connections, Inc. shareholders approved Election of Ronald J. Mittelstaedt as director at the 2024-05-17 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-05-17
  source text: Item 5.07. Submission of Matters to a Vote of Security Holders. Waste Connections, Inc. (the “ Company ”) held its 2024 annual meeting of shareholders on May 17, 2024 (the “ Meeting ”). The Company’s shareholders (the “ Shareholders ”) elected each of the eight nominees for director by the votes indicated below: Nominee for Director: Total Votes For: Total Votes Withheld: Total Broker Non-Votes: Andrea E. Bertone 214,920,820 7,078,922 7,409,417 Edward E. “Ned” Guillet 211,975,139 10,024,603 7,409,417 Michael W. Harlan 210,154,898 11,844,844 7,409,417 Larry S. Hughes 220,948,973 1,050,769 7,409,417 Elise L. Jordan 220,196,541 1,803,201 7,409,417 Susan “Sue” Lee 220,260,734 1,739,008 7,409,417 Ronald J. Mittelstaedt 218,197,830 3,801,912 7,409,417 Carl D. Sparks 221,808,705 191,037 7,409,417 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1318220/000110465924062985/0001104659-24-062985-index.htm
- Shareholder Votes
  Waste Connections, Inc. shareholders approved Election of Elise L. Jordan as director at the 2024-05-17 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-05-17
  source text: Item 5.07. Submission of Matters to a Vote of Security Holders. Waste Connections, Inc. (the “ Company ”) held its 2024 annual meeting of shareholders on May 17, 2024 (the “ Meeting ”). The Company’s shareholders (the “ Shareholders ”) elected each of the eight nominees for director by the votes indicated below: Nominee for Director: Total Votes For: Total Votes Withheld: Total Broker Non-Votes: Andrea E. Bertone 214,920,820 7,078,922 7,409,417 Edward E. “Ned” Guillet 211,975,139 10,024,603 7,409,417 Michael W. Harlan 210,154,898 11,844,844 7,409,417 Larry S. Hughes 220,948,973 1,050,769 7,409,417 Elise L. Jordan 220,196,541 1,803,201 7,409,417 Susan “Sue” Lee 220,260,734 1,739,008 7,409,417 Ronald J. Mittelstaedt 218,197,830 3,801,912 7,409,417 Carl D. Sparks 221,808,705 191,037 7,409,417 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1318220/000110465924062985/0001104659-24-062985-index.htm
- Shareholder Votes
  Waste Connections, Inc. shareholders approved Election of Larry S. Hughes as director at the 2024-05-17 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-05-17
  source text: Item 5.07. Submission of Matters to a Vote of Security Holders. Waste Connections, Inc. (the “ Company ”) held its 2024 annual meeting of shareholders on May 17, 2024 (the “ Meeting ”). The Company’s shareholders (the “ Shareholders ”) elected each of the eight nominees for director by the votes indicated below: Nominee for Director: Total Votes For: Total Votes Withheld: Total Broker Non-Votes: Andrea E. Bertone 214,920,820 7,078,922 7,409,417 Edward E. “Ned” Guillet 211,975,139 10,024,603 7,409,417 Michael W. Harlan 210,154,898 11,844,844 7,409,417 Larry S. Hughes 220,948,973 1,050,769 7,409,417 Elise L. Jordan 220,196,541 1,803,201 7,409,417 Susan “Sue” Lee 220,260,734 1,739,008 7,409,417 Ronald J. Mittelstaedt 218,197,830 3,801,912 7,409,417 Carl D. Sparks 221,808,705 191,037 7,409,417 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1318220/000110465924062985/0001104659-24-062985-index.htm
- Shareholder Votes
  Waste Connections, Inc. shareholders approved Election of Susan “Sue” Lee as director at the 2024-05-17 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-05-17
  source text: Item 5.07. Submission of Matters to a Vote of Security Holders. Waste Connections, Inc. (the “ Company ”) held its 2024 annual meeting of shareholders on May 17, 2024 (the “ Meeting ”). The Company’s shareholders (the “ Shareholders ”) elected each of the eight nominees for director by the votes indicated below: Nominee for Director: Total Votes For: Total Votes Withheld: Total Broker Non-Votes: Andrea E. Bertone 214,920,820 7,078,922 7,409,417 Edward E. “Ned” Guillet 211,975,139 10,024,603 7,409,417 Michael W. Harlan 210,154,898 11,844,844 7,409,417 Larry S. Hughes 220,948,973 1,050,769 7,409,417 Elise L. Jordan 220,196,541 1,803,201 7,409,417 Susan “Sue” Lee 220,260,734 1,739,008 7,409,417 Ronald J. Mittelstaedt 218,197,830 3,801,912 7,409,417 Carl D. Sparks 221,808,705 191,037 7,409,417 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1318220/000110465924062985/0001104659-24-062985-index.htm
- Shareholder Votes
  Waste Connections, Inc. shareholders approved Election of Carl D. Sparks as director at the 2024-05-17 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-05-17
  source text: Item 5.07. Submission of Matters to a Vote of Security Holders. Waste Connections, Inc. (the “ Company ”) held its 2024 annual meeting of shareholders on May 17, 2024 (the “ Meeting ”). The Company’s shareholders (the “ Shareholders ”) elected each of the eight nominees for director by the votes indicated below: Nominee for Director: Total Votes For: Total Votes Withheld: Total Broker Non-Votes: Andrea E. Bertone 214,920,820 7,078,922 7,409,417 Edward E. “Ned” Guillet 211,975,139 10,024,603 7,409,417 Michael W. Harlan 210,154,898 11,844,844 7,409,417 Larry S. Hughes 220,948,973 1,050,769 7,409,417 Elise L. Jordan 220,196,541 1,803,201 7,409,417 Susan “Sue” Lee 220,260,734 1,739,008 7,409,417 Ronald J. Mittelstaedt 218,197,830 3,801,912 7,409,417 Carl D. Sparks 221,808,705 191,037 7,409,417 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1318220/000110465924062985/0001104659-24-062985-index.htm
- Shareholder Votes
  Waste Connections, Inc. shareholders approved Advisory vote to approve named executive officer compensation (say on pay) at the 2024-05-17 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2024-05-17
  source text: Item 5.07. Submission of Matters to a Vote of Security Holders. Waste Connections, Inc. (the “ Company ”) held its 2024 annual meeting of shareholders on May 17, 2024 (the “ Meeting ”). The Company’s shareholders (the “ Shareholders ”) elected each of the eight nominees for director by the votes indicated below: Nominee for Director: Total Votes For: Total Votes Withheld: Total Broker Non-Votes: Andrea E. Bertone 214,920,820 7,078,922 7,409,417 Edward E. “Ned” Guillet 211,975,139 10,024,603 7,409,417 Michael W. Harlan 210,154,898 11,844,844 7,409,417 Larry S. Hughes 220,948,973 1,050,769 7,409,417 Elise L. Jordan 220,196,541 1,803,201 7,409,417 Susan “Sue” Lee 220,260,734 1,739,008 7,409,417 Ronald J. Mittelstaedt 218,197,830 3,801,912 7,409,417 Carl D. Sparks 221,808,705 191,037 7,409,417 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1318220/000110465924062985/0001104659-24-062985-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.