What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-14 compared with 2023-02-16 · 35 added, 34 removed, 167 unchanged (29% of the section changed)

24 unchanged sentences

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.

We have also adopted Corporate Governance Guidelines and Board Charter to promote the effective functioning of our Board of Directors and its committees, to promote the interests of shareholders and to ensure a common set of expectations concerning how the Board, its committees and management should perform their respective functions.

We have also adopted our Corporate Governance Guidelines and Board Charter to promote the effective functioning of our Board of Directors and its committees, to promote the interests of shareholders and to ensure a common set of expectations concerning how the Board, its committees and management should perform their respective functions.

Our Code of Conduct and Ethics and our Corporate Governance Guidelines and Board Charter are available on our website at www.wasteconnections.com as are the charters of our Board’s Audit, Nominating and Corporate Governance and Compensation Committees.

3 unchanged sentences

EXECUTIVE COMPENSATION

Information required by Item 11 has been omitted from this Annual Report on Form 10-K and is incorporated by reference to the sections “Executive Compensation,” “Corporate Governance,” and “Board Composition” in our definitive Management Information Circular and Proxy Statement for the 2023 Annual Meeting of Shareholders.

Information required by Item 11 has been omitted from this Annual Report on Form 10-K and is incorporated by reference to the sections Compensation Discussion and Analysis,” “Executive Compensation Tables and Additional Information,” “Corporate Governance,” and “Board Composition” in our definitive Management Information Circular and Proxy Statement for the 2024 Annual Meeting of Shareholders.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

Information required by Item 12 has been omitted from this Annual Report on Form 10-K and is incorporated by reference to the sections “Principal Shareholders” and “Equity Compensation Plan Information” in our definitive Management Information Circular and Proxy Statement for the 2023 Annual Meeting of Shareholders.

Information required by Item 12 has been omitted from this Annual Report on Form 10-K and is incorporated by reference to the sections “Share Ownership” and “Equity Compensation Plan Information” in our definitive Management Information Circular and Proxy Statement for the 2024 Annual Meeting of Shareholders.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Composition” in our definitive Management Information Circular and Proxy Statement for the 2023 Annual Meeting of Shareholders.

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 2024 Annual Meeting of Shareholders.

PRINCIPAL ACCOUNTING FEES AND SERVICES

18 unchanged sentences

Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K filed on April 16, 2019)

Description of Exhibits

Third Supplemental Indenture, dated as of January 23, 2020, by and between Waste Connections, Inc.

2 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)

Description of Exhibits

Fifth Supplemental Indenture, dated as of September 20, 2021, by and between Waste Connections, Inc.

24 unchanged sentences

2016 Incentive Award Plan (incorporated by reference to Exhibit 10.3 of the Registrant’s Form 10-Q filed on October 31, 2016)

Description of Exhibits

Form of Warrant to Purchase Common Shares of Waste Connections, Inc.

3 unchanged sentences

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)

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)

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)

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.

and Matthew S.

Black, effective October 19, 2018 (incorporated by ‎reference to Exhibit 10.2 of the Registrant’s Form 8-K filed on October 19, 2018)

Separation Benefits Plan Participation Letter Agreement by and between Waste ‎Connections US, Inc.

Eddie, effective October 19, 2018 (incorporated by ‎reference to Exhibit 10.3 of the Registrant’s Form 8-K filed on October 19, 2018)

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)

Separation Benefits Plan Participation Letter Agreement by and between Waste Connections US, Inc.

and Ronald J.

Mittelstaedt, effective July 25, 2019 ‎‎(incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed on July 26, 2019)

Separation Benefits Plan Participation Letter Agreement by and between Waste Connections US, Inc.

and Worthing F.

Jackman, effective July 25, 2019 ‎‎(incorporated by reference to Exhibit 10.2 of the Registrant’s Form 8-K filed on July 26, 2019)

Separation Benefits Plan Participation Letter Agreement by and between Waste Connections US, Inc.

and Darrell W.

6 unchanged sentences

Separation Benefits Plan Participation Letter Agreement by and between Waste Connections US, Inc.

and Jason Craft, effective July 1, 2020 ‎‎(incorporated by reference to Exhibit 10.1 of the Registrant’s Form 10-Q filed on October 29, 2020)

Separation Benefits Plan Participation Letter Agreement by and between Waste Connections US, Inc.

and Mary Anne Whitney, effective February 1, 2021 ‎(incorporated by reference to Exhibit 10.30 of the Registrant’s Form 10-K filed on February 18, 2021)

2 unchanged sentences

Cloninger, effective February 1, 2022 (incorporated by reference to Exhibit 10.30 of the Registrant’s Form 10-K filed on February 17, 2022)

Description of Exhibits

Separation Benefits Plan Participation Letter Agreement by and between Waste Connections US, Inc.

Netherton, effective February 1, 2022 (incorporated by reference to Exhibit 10.31 of the Registrant’s Form 10-K filed on February 17, 2022)

Separation Benefits Plan Participation Letter Agreement by and between Waste ‎Connections US, Inc.

and Matthew S.

Black, effective March 30, 2023 (incorporated by ‎reference to Exhibit 10.1 of the Registrant’s Form 10-Q filed on April 27, 2023)

Separation Benefits Plan Participation Letter Agreement by and between Waste ‎Connections US, Inc.

Eddie, effective March 30, 2023 (incorporated by ‎reference to Exhibit 10.2 of the Registrant’s Form 10-Q filed on April 27, 2023)

Separation Benefits Plan Participation Letter Agreement by and between Waste Connections US, Inc.

and Ronald J.

Mittelstaedt, effective April 23, 2023 ‎‎(incorporated by reference to Exhibit 10.2 of the Registrant’s Form 8-K filed on April 24, 2023)

Separation Agreement and General Release by and between Waste Connections US, Inc.

and Worthing F.

Jackman, effective April 23, 2023 ‎‎(incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed on April 24, 2023)

Description of Exhibits

Separation Benefits Plan Participation Letter Agreement by and between Waste ‎Connections US, Inc.

Hansen, effective July 10, 2023 ‎‎(incorporated by reference to Exhibit 10.1 of the Registrant’s Form 10-Q filed on August 3, 2023)

Separation Benefits Plan Participation Letter Agreement by and between Waste ‎Connections US, Inc.

and Rob Nielsen, effective July 10, 2023 ‎‎(incorporated by reference to Exhibit 10.2 of the Registrant’s Form 10-Q filed on August 3, 2023)

Separation Benefits Plan Participation Letter Agreement by and between Waste ‎Connections US, Inc.

and Phil Rivard, effective July 10, 2023 ‎‎(incorporated by reference to Exhibit 10.3 of the Registrant’s Form 10-Q filed on August 3, 2023)

Employment Agreement by and between Waste ‎Connections of Canada Inc.

and Dan Pio, effective October 20, 2023 ‎‎(incorporated by reference to Exhibit 10.1 of the Registrant’s Form 10-Q filed on October 26, 2023)

Form of Addendum to Letter Agreement dated November 10, 2022, between Waste Connections US, Inc.

and each of its officers party to a Letter Agreement dated before July 26, 2022

and each of its officers party to a Letter Agreement dated before July 26, 2022 (incorporated by reference to Exhibit 10.27 of the Registrant’s Form 10-K filed on February 16, 2023)

Waste Connections, Inc.

7 unchanged sentences

Certificate of Chief Financial Officer

Waste Connections, Inc.

Compensation Recoupment Policy

XBRL Instance Document

10 unchanged sentences

Waste Connections, Inc.

/s/ Worthing F.

/s/ Ronald J.

February 14, 2024

1 unchanged sentence

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Worthing F.

Jackman and Mary Anne Whitney, jointly and severally, his or her true and lawful attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities to sign any amendments to this Annual Report on Form 10-K, and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and the securities commissions or similar regulatory authorities in Canada, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitutes, may do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ronald J.

Mittelstaedt and Mary Anne Whitney, jointly and severally, his or her true and lawful attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities to sign any amendments to this Annual Report on Form 10-K, and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and the securities commissions or similar regulatory authorities in Canada, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Worthing F.

/s/ Ronald J.

President and Chief Executive Officer

6 unchanged sentences

February 14, 2024

Senior Vice President and Chief Accounting Officer

/s/ Matthew S.

Senior Vice President – Chief Accounting Officer

(principal accounting officer)

February 14, 2024

/s/ Ronald J.

Executive Chairman

February 16, 2023

/s/ Andrea E.

20 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.

What changed 10-K

Item 9A. Controls and Procedures