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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/14/24 Waste Connections, Inc. 10-K 12/31/23 141:22M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 4.89M
2: EX-21.1 Subsidiaries List HTML 732K
3: EX-23.1 Consent of Expert or Counsel HTML 38K
8: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 50K
Awarded Compensation
4: EX-31.1 Certification -- §302 - SOA'02 HTML 45K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 44K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 41K
7: EX-32.2 Certification -- §906 - SOA'02 HTML 41K
14: R1 Document and Entity Information HTML 111K
15: R2 Consolidated Balance Sheets HTML 174K
16: R3 Consolidated Balance Sheets (Parenthetical) HTML 48K
17: R4 Consolidated Statements of Net Income HTML 134K
18: R5 Consolidated Statements of Comprehensive Income HTML 87K
19: R6 Consolidated Statements of Equity HTML 139K
20: R7 Consolidated Statements of Cash Flows HTML 172K
21: R8 Business HTML 42K
22: R9 New Accounting Standards HTML 54K
23: R10 Summary of Significant Accounting Policies HTML 316K
24: R11 Use of Estimates and Assumptions HTML 42K
25: R12 Prepaid Expenses and Other Current Assets HTML 56K
26: R13 Property and Equipment, Net HTML 60K
27: R14 Leases HTML 126K
28: R15 Acquisitions HTML 109K
29: R16 Intangible Assets, Net HTML 122K
30: R17 Accrued Liabilities HTML 62K
31: R18 Long-Term Debt HTML 166K
32: R19 Fair Value of Financial Instruments HTML 121K
33: R20 Commitments and Contingencies HTML 76K
34: R21 Shareholders' Equity HTML 184K
35: R22 Other Comprehensive Income (Loss) HTML 120K
36: R23 Income Taxes HTML 145K
37: R24 Segment Reporting HTML 326K
38: R25 Net Income Per Share Information HTML 61K
39: R26 Employee Benefit Plans HTML 156K
40: R27 Subsequent Events HTML 41K
41: R28 SCHEDULE II - Valuation and Qualifying Accounts HTML 71K
42: R29 New Accounting Standards (Policies) HTML 47K
43: R30 Summary of Significant Accounting Policies HTML 363K
(Policies)
44: R31 Leases (Policies) HTML 44K
45: R32 Summary of Significant Accounting Policies HTML 275K
(Tables)
46: R33 Prepaid Expenses and Other Current Assets (Tables) HTML 56K
47: R34 Property and Equipment, Net (Tables) HTML 58K
48: R35 Leases (Tables) HTML 149K
49: R36 Acquisitions (Tables) HTML 102K
50: R37 Intangible Assets, Net (Tables) HTML 123K
51: R38 Accrued Liabilities (Tables) HTML 61K
52: R39 Long-Term Debt (Tables) HTML 143K
53: R40 Fair Value of Financial Instruments (Tables) HTML 122K
54: R41 Commitments and Contingencies (Tables) HTML 48K
55: R42 Shareholders' Equity (Tables) HTML 235K
56: R43 Other Comprehensive Income (Loss) (Tables) HTML 122K
57: R44 Income Taxes (Tables) HTML 146K
58: R45 Segment Reporting (Tables) HTML 330K
59: R46 Net Income Per Share Information (Tables) HTML 60K
60: R47 Employee Benefit Plans (Tables) HTML 151K
61: R48 Summary of Significant Accounting Policies - HTML 58K
Revenue and Accounts Receivable - Narrative
(Details)
62: R49 Summary of Significant Accounting Policies - HTML 67K
Revenues by Service Line (Details)
63: R50 Summary of Significant Accounting Policies - HTML 50K
Allowance for Credit Losses (Details)
64: R51 Summary of Significant Accounting Policies - HTML 56K
Property Plant and Equipment Estimated Useful
Lives (Details)
65: R52 Summary of Significant Accounting Policies - HTML 64K
Landfill Accounting - Narrative (Details)
66: R53 Summary of Significant Accounting Policies - Final HTML 54K
Capping, Closure and Post-Closure Liability
Rollforward (Details)
67: R54 Summary of Significant Accounting Policies - HTML 84K
Intangible Assets - Narrative (Details)
68: R55 Summary of Significant Accounting Policies - HTML 48K
Restricted Cash and Investments (Details)
69: R56 Summary of Significant Accounting Policies - Fair HTML 77K
Value of Financial Instruments - Carrying Values
and Fair Values of Debt Instruments (Details)
70: R57 Summary of Significant Accounting Policies - HTML 50K
Derivative Financial Instruments - Narrative
(Details)
71: R58 Summary of Significant Accounting Policies - HTML 63K
Derivative Financial Instruments - Interest Rate
Swaps (Details)
72: R59 Summary of Significant Accounting Policies - HTML 47K
Derivative Financial Instruments - FV of Cash Flow
Hedges (Details)
73: R60 Summary of Significant Accounting Policies - HTML 51K
Impact of CF Hedges on Operations, Comp Income and
AOCIL (Details)
74: R61 Summary of Significant Accounting Policies - HTML 70K
Share-Based Compensation - Narrative (Details)
75: R62 Summary of Significant Accounting Policies - HTML 40K
Advertising Costs (Details)
76: R63 Summary of Significant Accounting Policies - HTML 43K
Insurance Liabilities (Details)
77: R64 Prepaid Expenses and Other Current Assets HTML 59K
(Details)
78: R65 Property and Equipment, Net - Narrative (Details) HTML 46K
79: R66 Property and Equipment, Net - Property and HTML 60K
Equipment Schedule (Details)
80: R67 Leases - Narrative (Details) HTML 42K
81: R68 Leases - Operating and Financing Lease Cost HTML 48K
(Details)
82: R69 Leases - Supplemental Cash Flow Information HTML 50K
(Details)
83: R70 Leases - Weighted-Average Remaining Lease Term And HTML 48K
Discount Rate (Details)
84: R71 Leases - Future Minimum Lease Payments (Details) HTML 93K
85: R72 Acquisitions - Narrative (Details) HTML 75K
86: R73 Acquisitions - Consideration Transferred to HTML 113K
Acquire Businesses and Assets Acquired,
Liabilities Assumed Schedule (Detail)
87: R74 Intangible Assets, Net - Narrative (Details) HTML 46K
88: R75 Intangible Assets, Net - Intangible Assets HTML 65K
Exclusive of Goodwill (Details)
89: R76 Intangible Assets, Net - Estimated Future HTML 49K
Amortization Expense, Intangible Assets (Details)
90: R77 Accrued Liabilities (Details) HTML 62K
91: R78 Long-Term Debt - Schedule of LTD and Lease HTML 142K
Obligations (Details)
92: R79 Long-Term Debt - Credit Agreement Schedule HTML 124K
(Details)
93: R80 Long-Term Debt - Credit Agreement Narrative HTML 141K
(Details)
94: R81 Long-Term Debt - Term Loan Agreement Narrative HTML 51K
(Details)
95: R82 Long-Term Debt - Private Placement Notes Narrative HTML 118K
(Details)
96: R83 Long-Term Debt - Senior Notes Narrative (Details) HTML 173K
97: R84 Long-Term Debt - Future Principal Payments HTML 57K
Schedule (Details)
98: R85 Fair Value of Financial Instruments - Assets and HTML 64K
Liabilities Measured at Fair Value on Recurring
Basis (Details)
99: R86 Fair Value of Financial Instruments - Change in FV HTML 60K
for Level 3 Liabilities (Details)
100: R87 Commitments and Contingencies - Narrative HTML 59K
(Details)
101: R88 Commitments and Contingencies - Narrative HTML 87K
(Details)
102: R89 Commitments and Contingencies - Future Minimum HTML 54K
Purchase Commitments (Details)
103: R90 Shareholders' Equity - Narrative (Details) HTML 186K
104: R91 Shareholders' Equity - Restricted Share Units HTML 58K
(RSUs) Activity Schedule (Details)
105: R92 Shareholders' Equity - Restricted Stock Units HTML 56K
Activity (Details)
106: R93 10-K Shareholders' Equity (Summary of Activity HTML 82K
Related to Restricted Stock Units) (Details)
107: R94 Shareholders' Equity - Summary of Warrant and HTML 44K
Deferred Share Unit Activity (Details)
108: R95 Shareholders' Equity - Summary of Vesting Activity HTML 52K
Related to Restricted Share Units (Details)
109: R96 Shareholders' Equity - Summary of Stock Option HTML 46K
Activity and Related Information (Details)
110: R97 Shareholders' Equity - Warrant Activity Schedule HTML 60K
(Details)
111: R98 Shareholders' Equity - Warrants Outstanding HTML 70K
Schedule (Details)
112: R99 Shareholders' Equity - Vesting Activity Related HTML 56K
RSUs (Details)
113: R100 Other Comprehensive Income (Loss) - Components of HTML 82K
Other Comprehensive Income (Loss) (Details)
114: R101 Other Comprehensive Income (Loss) - Components of HTML 43K
Other Comprehensive Income (Loss) (Details)
115: R102 Other Comprehensive Income (Loss) - Components of HTML 82K
Other Comprehensive Income (Loss) (Details)
116: R103 Other Comprehensive Income (Loss) - Amounts HTML 67K
Included in AOCIL (Details)
117: R104 Other Comprehensive Income (Loss) - Amounts HTML 40K
Included in AOCIL (Details)
118: R105 Other Comprehensive Income (Loss) - Amounts HTML 65K
Included in AOCIL (Details)
119: R106 Income Taxes - Narrative (Details) HTML 56K
120: R107 Income Taxes - Income (Loss) Before Provision HTML 48K
(Benefit) for Income Taxes (Details)
121: R108 Income Taxes - Provision Benefit for Income Taxes HTML 66K
(Details)
122: R109 Income Taxes - Differences between Income Tax HTML 53K
Provision in Statements of Net Income and Income
Tax Provision Computed at Federal Statutory Rate
(Details)
123: R110 Income Taxes - Significant Components of Deferred HTML 82K
Income Tax Assets and Liabilities (Details)
124: R111 Segment Reporting - Narrative (Details) HTML 46K
125: R112 Segment Reporting - Summary of Financial HTML 107K
Information of Reportable Segments (Details)
126: R113 Segment Reporting - Changes in Goodwill by HTML 72K
Reportable Segment (Details)
127: R114 Segment Reporting - Assets by Reportable Segments HTML 64K
(Details)
128: R115 Segment Reporting - Property and Equipment in US HTML 45K
and Canada (Details)
129: R116 Segment Reporting - Reconciliation of Segment HTML 81K
EBITDA to Income Before Income Tax Provision
(Details)
130: R117 Net Income Per Share Information - Basic and HTML 61K
Diluted Net Income Per Common Share (Details)
131: R118 Employee Benefit Plans - Narrative (Details) HTML 68K
132: R119 Employee Benefit Plans - Plan Contributions HTML 147K
(Details)
133: R120 Subsequent Events (Details) HTML 51K
134: R121 SCHEDULE II - Valuation and Qualifying Accounts HTML 48K
(Details)
135: R122 Pay vs Performance Disclosure HTML 50K
136: R123 Insider Trading Arrangements HTML 44K
138: XML IDEA XML File -- Filing Summary XML 268K
141: XML XBRL Instance -- wcn-20231231x10k_htm XML 6.13M
137: EXCEL IDEA Workbook of Financial Report Info XLSX 325K
10: EX-101.CAL XBRL Calculations -- wcn-20231231_cal XML 321K
11: EX-101.DEF XBRL Definitions -- wcn-20231231_def XML 1.46M
12: EX-101.LAB XBRL Labels -- wcn-20231231_lab XML 2.16M
13: EX-101.PRE XBRL Presentations -- wcn-20231231_pre XML 2.20M
9: EX-101.SCH XBRL Schema -- wcn-20231231 XSD 345K
139: JSON XBRL Instance as JSON Data -- MetaLinks 784± 1.25M
140: ZIP XBRL Zipped Folder -- 0001558370-24-001109-xbrl Zip 896K
| FINAL - 04-23-2023 - Compensation Recoupment Policy (00079978-6).DOCX |
Exhibit 97.1
Waste Connections, Inc.
Compensation Recoupment Policy
Introduction
The Board of Directors (the “Board”) of Waste Connections, Inc., a corporation organized under the laws of Ontario, Canada (the “Company”), is dedicated to maintaining and enhancing a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted this policy (this “Policy”), which provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the United States federal securities laws and the New York Stock Exchange (the “NYSE”). This policy is intended to comply with Section 954 of the Dodd-Frank Act of 2010 and Section 303A.14 of the NYSE Listed Company Manual, respectively.
Administration
This Policy shall be administered by the Board or, if so designated by the Board, the Compensation Committee of the Board, in which case references herein to the Board shall be deemed references to the Compensation Committee. Any determinations made by the Board shall be final and binding on all affected individuals.
Covered Executives
This Policy applies to the Company’s (1) current and former executive officers, as determined by the Board in accordance with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the listing standards of the New York Stock Exchange, (2) current and former employees who are classified by the Board as corporate officers of the Company, which includes without limitation any Executive Vice President, Senior Vice President, or Vice President, and (3) such other employees who may from time to time be deemed subject to this Policy by the Board (“Covered Executives”). For purposes of this Policy, an executive officer means an executive officer as defined under Section 16 of the Exchange Act.
Incentive Compensation Covered By this Policy
For purposes of this Policy, “Incentive Compensation” means any compensation earned by a Covered Executive, in whole or in part, upon the attainment of the following measures: (i) any financial reporting measures which are based on accounting principles using the Company’s financial statements, and any measures derived from these measures, including any non-GAAP financial measures; or (ii) Company total shareholder return (“TSR”) (each measure referred to as a “Financial Goal”). For the avoidance of doubt, salary, discretionary cash bonuses and equity-based awards that were not granted or earned based on attainment of Financial Goals, and other awards that are based purely on non-Financial Goals are not subject to this Policy.
Page 1 of 4
Accounting Restatement Triggering Event
For purposes of this Policy, a “Restatement” means an accounting restatement that the Company is required to prepare due to the Company’s material noncompliance with any financial reporting requirement under the securities laws. For the avoidance of doubt, an accounting restatement that occurs as a result of a change in accounting principles shall not be deemed a Restatement.
Recoupment Period Covered and Amount
If a Restatement occurs, the Board shall review all Incentive Compensation paid to Covered Executives on the basis of having met or exceeded specific Financial Goals for performance periods during the last three completed fiscal years. In addition, any transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of 9-12 months would be deemed a completed fiscal year. With respect to each Covered Executive, the Board shall seek to require the forfeiture or repayment of the Incentive Compensation, whether vested or unvested and including gains on equity, during the three completed fiscal years preceding the date on which the Company is required to prepare the Restatement, that is in excess of what would have been awarded to, vested and/or paid to the Covered Executive under the Restatement, either (1) if the Covered Executive engaged in fraud or intentional misconduct which materially contributed to the need for the Restatement, or (2) to the extent required by Applicable Rules (defined below) adopted prior to or after the granting of the applicable Incentive Compensation.
For purposes of this Policy, compensation shall be deemed to have been received in the fiscal period in which the financial reporting measure is attained, even if the compensation is not actually paid until a later date and the compensation is subject to additional service-based or nonFinancial Goal based vesting conditions after the period ends. The amount to be recovered will be the total amount (without reduction for taxes withheld or paid) of the excess of the Incentive Compensation paid to the Covered Executive based on the erroneous data in the original financial statements over the Incentive Compensation that would have been paid to the Covered Executive had it been based on the restated data in the financial statements contained in the Restatement. If the Financial Goals were tied to TSR, the Board shall make a reasonable estimate as to the impact of the Restatement on the TSR, and its resulting impact on Incentive Compensation that would have been paid.
Method of Recoupment
The Board will determine, in its sole discretion, the method for recouping Incentive Compensation hereunder, which may include, without limitation:
| (a) | requiring reimbursement of cash incentive compensation previously paid; |
| (b) | seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards; |
| (c) | offsetting the recouped amount from any compensation otherwise owed by the Company to the Covered Executive; |
| (d) | cancelling outstanding vested or unvested equity awards; and/or |
Page 2 of 4
| (e) | taking any other remedial and recovery action permitted by law, as determined by the Board. |
No Indemnification
The Company shall not indemnify any Covered Executives against the loss of any incorrectly awarded Incentive Compensation, nor shall the Company provide any insurance protection against the same.
Interpretation and Limitations
It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the United States Securities and Exchange Commission or any U.S. national securities exchange on which the Company’s shares are listed, including Rule 10b-1 and Section 303A.14 of the NYSE Listed Company Manual, respectively (the “Applicable Rules”). The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy, provided, however, that this Policy must be enforced if triggered, except to the extent: (i) recoupment would violate Canadian or other home country laws, (ii) after attempting to recoup under this Policy, the Board determines that the cost of pursuing recoupment exceeds the recoverable amount, or (iii) recoupment would likely cause an otherwise tax qualified retirement plan, under which benefits are broadly available to employees, to fail to meet the requirements of Sections 401(a)(13) or 411(a) of the Internal Revenue Code of 1986, and regulations thereunder.
Effective Date
This Policy shall be effective as of the date it is adopted by the Board and shall apply to Incentive Compensation that is approved, granted, awarded or paid out to Covered Executives for financial reporting measures attained in a fiscal year beginning on or after that date.
Amendment; Termination
The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to comply with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the United States Securities and Exchange Commission or any U.S. national securities exchange on which the Company’s shares are listed. The Board may terminate this Policy at any time.
Other Recoupment Rights
The Board intends that this Policy will be applied to the fullest extent of the law. The Board may require that any employment agreement, equity award agreement or similar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment
Page 3 of 4
agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company.
Successors
This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
Page 4 of 4
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/14/24 | |||
| For Period end: | 12/31/23 | |||
| 4/23/23 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/16/24 Waste Connections, Inc. 424B5 2:750K Toppan Merrill/FA 2/15/24 Waste Connections, Inc. 424B5 1:714K Toppan Merrill/FA |