20 unchanged sentences
OTHER INFORMATION
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: Except as set forth above in Part I under “Information About Our Executive Officers” and in the paragraph below, the information required by Item 10 has been omitted from this Annual Report on Form 10-K, and is incorporated by reference to the sections “Election of Directors,” “Corporate Governance,” “Board Composition” and “Delinquent Section 16(a) Reports” (if applicable) in our definitive Management Information Circular and Proxy Statement for the 2022 Annual Meeting of Shareholders, which we will file with the SEC pursuant to Regulation 14A within 120 days after the end of our 2021 fiscal year.
+Added: Except as set forth above in Part I under “Information About Our Executive Officers” and in the paragraph below, the information required by Item 10 has been omitted from this Annual Report on Form 10-K, and is incorporated by reference to the sections “Election of Directors,” “Corporate Governance,” “Board Composition” and “Section 16(a) Beneficial Ownership Reporting Compliance” (if applicable) in our definitive Management Information Circular and Proxy Statement for the 2023 Annual Meeting of Shareholders, which we will file with the SEC pursuant to Regulation 14A within 120 days after the end of our 2022 fiscal year.
We have adopted a Code of Conduct and Ethics that applies to our officers, including our principal executive officer, principal financial officer, principal accounting officer and all other officers, directors and employees.
9 unchanged sentences
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
−Removed: Information required by Item 13 has been omitted from this Annual Report on Form 10-K and is incorporated by reference to the sections “Certain Relationships and Related Transactions,” “Corporate Governance” and Board Composition” in our definitive Management Information Circular and Proxy Statement for the 2022 Annual Meeting of Shareholders.
+Added: Information required by Item 13 has been omitted from this Annual Report on Form 10-K and is incorporated by reference to the sections “Certain Relationships and Related Transactions,” “Corporate Governance” and Board
+Added: Composition” in our definitive Management Information Circular and Proxy Statement for the 2023 Annual Meeting of Shareholders.
PRINCIPAL ACCOUNTING FEES AND SERVICES
22 unchanged sentences
Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K filed on March 13, 2020)
+Added: Description of Exhibits
Fifth Supplemental Indenture, dated as of September 20, 2021, by and between Waste Connections, Inc.
Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K filed on September 20, 2021)
−Removed: Description of Exhibits
+Added: Sixth Supplemental Indenture, dated as of March 9, 2022, by and between Waste Connections, Inc.
+Added: Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K filed on March 9, 2022)
+Added: Seventh Supplemental Indenture, dated as of August 18, 2022, by and between Waste Connections, Inc.
+Added: Bank Trust Company National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K filed on August 18, 2022)
Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of July 30, 2021 (incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed on July 30, 2021)
+Added: Amendment No.
+Added: 1 to Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of October 31, 2022 (incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K filed on November 1, 2022)
+Added: Term Loan Agreement, dated as of October 31, 2022 (incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed on November 1, 2022)
Description of Securities (incorporated by reference to Exhibit 4.21 of the Registrant’s Form 10-K filed on February 13, 2020
+Added: Letter of Credit Facility Reimbursement Agreement, dated as of February 25,2022, by and between the Registrant and The Bank of Nova Scotia (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed on February 25, 2022)
Form of Indemnification Agreement dated June 1, 2016, between Waste Connections, Inc.
16 unchanged sentences
Waste Connections US, Inc.
−Removed: 2014 Incentive Award Plan (incorporated by reference to Exhibit 10.20 of the Registrant’s Form 8-K filed on June 7, 2016)
−Removed: Form of Grant Agreement for Restricted Stock Units under Waste Connections US, Inc.
−Removed: 2014 Incentive Award Plan (incorporated by reference to Exhibit 10.21 of the Registrant’s Form 8-K filed on June 7, 2016)
−Removed: Form of Grant Agreement for Restricted Stock Units (with One-Year Performance Period) under Waste Connections US, Inc.
−Removed: 2014 Incentive Award Plan (incorporated by reference to Exhibit 10.26 of the Registrant’s Form 10-K filed on February 15, 2018)
−Removed: Form of Warrant to Purchase Common Stock under the Waste Connections US, Inc.
−Removed: 2014 Incentive Award Plan (incorporated by reference to Exhibit 10.24 of the Registrant’s Form 8-K filed on June 7, 2016)
−Removed: Waste Connections US, Inc.
Third Amended and Restated 2004 Equity Incentive Plan (incorporated by reference to Exhibit 10.25 of the Registrant’s Form 8-K filed on June 7, 2016)
+Added: Description of Exhibits
Waste Connections US, Inc.
5 unchanged sentences
Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 of the Registrant’s Form 10-Q filed on October 26, 2017)
−Removed: Description of Exhibits
Waste Connections, Inc.
Compensation Recoupment Policy (incorporated by reference to Exhibit 10.35 of the Registrant’s Form 10-K filed on February 15, 2018)
−Removed: Separation Benefits Plan of Waste Connections US, Inc., effective July 24, 2018 (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K/A filed on August 31, 2018)
+Added: Separation Benefits Plan of Waste Connections US, Inc., as amended and restated effective July 26, 2022 (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 10-Q filed on August 3, 2022)
Separation Benefits Plan Participation Letter Agreement by and between Waste Connections US, Inc.
4 unchanged sentences
Separation Benefits Plan Participation Letter Agreement by and between Waste Connections US, Inc.
−Removed: Hall, effective October 19, 2018 (incorporated by reference to Exhibit 10.4 of the Registrant’s Form 8-K filed on October 19, 2018)
−Removed: Separation Benefits Plan Participation Letter Agreement by and between Waste Connections US, Inc.
Hansen, effective February 12, 2019 (incorporated by reference to Exhibit 10.32 of the Registrant’s Form 10-K filed on February 14, 2019)
19 unchanged sentences
and Robert M.
−Removed: Cloninger, effective February 1, 2022
+Added: Cloninger, effective February 1, 2022 (incorporated by reference to Exhibit 10.30 of the Registrant’s Form 10-K filed on February 17, 2022)
+Added: Description of Exhibits
Separation Benefits Plan Participation Letter Agreement by and between Waste Connections US, Inc.
−Removed: Netherton, effective February 1, 2022
+Added: Netherton, effective February 1, 2022 (incorporated by reference to Exhibit 10.31 of the Registrant’s Form 10-K filed on February 17, 2022)
+Added: Form of Addendum to Letter Agreement dated November 10, 2022, between Waste Connections US, Inc.
+Added: and each of its officers party to a Letter Agreement dated before July 26, 2022
Waste Connections, Inc.
2 unchanged sentences
Consent of Independent Registered Public Accounting Firm
−Removed: Description of Exhibits
Power of Attorney (see signature page of this Annual Report on Form 10-K)
37 unchanged sentences
February 16, 2023
+Added: /s/ Andrea E.
+Added: February 16, 2023
/s/ Edward E.
18 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.