Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Waste Connections, Inc. is a corporation organized under the laws of Ontario, Canada. In 2016, the predecessor corporation, Waste Connections, Inc., a Delaware corporation, entered into a business combination with Progressive Waste Solutions Ltd., a corporation organized under the laws of Ontario, Canada (“Progressive Waste” and the transaction, the “Progressive Waste acquisition”). References to the “Company” and “Waste Connections” in this Annual Report on Form 10-K refer to the combined business after the business combination and to the Delaware corporation, now known as “Waste Connections US, Inc., before the Progressive Waste acquisition.. All references to “dollars” or “$” used herein refer to U.S. dollars, and all references to CAD $ used herein refer to Canadian dollars, unless otherwise stated.
Our common shares are listed on the New York Stock Exchange, or NYSE, and the Toronto Stock Exchange, or TSX, under the symbol “WCN”.
As of February 4, 2022, there were 87 holders of record of our common shares. Because many of our common shares are held by brokers and other institutions on behalf of shareholders, we are unable to estimate the total number of shareholders represented by these record holders.
On February 16, 2022, we announced that our Board of Directors approved a regular quarterly cash dividend of $0.23 per common share. All dividends paid by the Company on its common shares after June 1, 2016 are designated as “eligible dividends” for Canadian federal income tax purposes and such treatment will continue unless a notification of change is posted on our website. Our Board of Directors will review the cash dividend periodically, with a long-term objective of increasing the amount of the dividend. We cannot assure you as to the amounts or timing of future dividends. We have the ability under our Credit Agreement (as defined below) to repurchase our common shares and pay dividends provided we maintain specified financial ratios.
On July 27, 2021, our Board of Directors approved, subject to receipt of regulatory approvals, the annual renewal of our normal course issuer bid (“NCIB”) to purchase up to 13,025,895 of our common shares during the period of August 10, 2021 to August 9, 2022 or until such earlier time as the NCIB is completed or terminated at our option. The renewal followed the conclusion of our NCIB that expired August 9, 2021. We received TSX approval for our annual renewal of the NCIB on August 6, 2021. Under the NCIB, we may make share repurchases only in the open market, including on the NYSE, the TSX, and/or alternative Canadian trading systems, at the prevailing market price at the time of the transaction. The timing and amounts of any repurchases pursuant to the NCIB will depend on many factors, including our capital structure, the market price of the common shares and overall market conditions. All common shares purchased under the NCIB shall be immediately cancelled following their repurchase. As of December 31, 2021, we have repurchased 3.0 million of our common shares pursuant to the NCIB in effect during that period at an aggregate cost of $339.0 million, or an average price of $112.85 per share. The table below reflects repurchases we made during the three months ended December 31, 2021 (in thousands of U.S. dollars, except share and per share amounts):
Total Number of
Maximum Number
Shares Purchased
of Shares that
Total Number
Average
as Part of Publicly
May Yet Be
of Shares
Price Paid
Announced
Purchased Under
Period
Purchased
Per Share (1)
Program
the Program
10/1/21 - 10/31/21
—
$
-
—
13,025,895
11/1/21 - 11/30/21
—
$
-
—
13,025,895
12/1/21 - 12/31/21
257,832
$
129.36
257,832
12,768,063
257,832
$
129.36
257,832
(1) This amount represents the weighted average price paid per common share. This price includes a per share commission paid for all repurchases.
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Performance Graph
The following performance graph compares the total cumulative shareholder returns on our common shares over the past five fiscal years with the total cumulative returns for the S&P 500 Index, the S&P/TSX 60 Index and the Dow Jones U.S. Waste and Disposal Services Index.
The graph depicts a five-year comparison of cumulative total returns for the Company’s common shares. The graph assumes an investment of US$100 in our common shares on December 31, 2016, and the reinvestment of all dividends. This chart has been calculated in compliance with SEC requirements and prepared by Capital IQ ® using the USD index in the case of the S&P/TSX 60 Index.
This graph and the accompanying text is not “soliciting material,” is not deemed filed with the SEC, and is not to be incorporated by reference in any filing by us under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
Base
Indexed Returns
Period
Years Ending
Company Name / Index
16-Dec
Dec17
Dec18
Dec19
Dec20
Dec21
Waste Connections, Inc.
$
100
$
136.47
$
143.94
$
177.31
$
201.88
$
270.11
S&P 500 Index
$
100
$
121.83
$
116.49
$
153.17
$
181.35
$
233.41
S&P/TSX 60 Index
$
100
$
117.50
$
99.62
$
127.94
$
137.47
$
177.53
Dow Jones U.S. Waste & Disposal Services Index
$
100
$
117.08
$
117.21
$
158.35
$
168.74
$
235.89
THE SHARE PRICE PERFORMANCE INCLUDED IN THIS GRAPH IS NOT NECESSARILY INDICATIVE OF FUTURE SHARE PRICE PERFORMANCE.
ITEM 6. [RESERVED]
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