Form 8-K Waste Connections, Inc. For: Dec 17

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

______________

 

FORM 8-K

______________

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 17, 2015
______________

 

WASTE CONNECTIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)

______________

 

Delaware	1-31507	94-328364
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation or Organization)		Identification No.)

 

3 Waterway Square Place, Suite 110
The Woodlands, Texas 77380
(Address of Principal Executive Offices)

 

(832) 442-2200 

(Registrant’s Telephone Number, Including Area Code) 

 

N/A 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

ITEM 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e) Compensatory Arrangements of Certain Officers

 

On May 5, 2015, in additional proxy materials Waste Connections, Inc. (the “Company”) filed with the Securities and Exchange Commission in connection with its 2015 Annual Meeting of Stockholders, the Compensation Committee of the Company’s Board of Directors (the “Committee”) agreed to consider certain proposed changes to the Company’s compensation program, including (1) negotiating an amendment to the Company’s employment agreement with Ronald J. Mittelstaedt, the Company’s Chief Executive Officer, regarding the change in control provisions in the Company’s equity incentive award agreements with Mr. Mittelstaedt and (2) implementing a clawback policy.

 

On December 17, 2015, Mr. Mittelstaedt and the Company entered into an amendment (the “Amendment”) to the Separation Benefits Plan and Employment Agreement, effective February 13, 2012, between Mr. Mittelstaedt and the Company. The Amendment overrides the single trigger change in control provisions in the Company’s equity incentive award agreements with Mr. Mittelstaedt so that unvested equity awards held by him are treated with the same double-trigger change in control provisions as the rest of his compensation in the event of a change in control of the Company followed by a termination of Mr. Mittelstaedt’s employment without cause or upon his disability or death, or a termination of his employment by Mr. Mittelstaedt for good reason. The foregoing description of the Amendment is a summary. The full text of the Amendment is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

ITEM 8.01.

Other Events.

 

On November 30, 2015, based on the Committee’s recommendation, the Company’s Board of Directors approved and adopted the Waste Connections, Inc. Compensation Recoupment Policy (the “Clawback Policy”). The Clawback Policy provides that if an accounting restatement occurs the Board shall seek to require the forfeiture or repayment of incentive compensation paid to an executive officer during the three completed fiscal years preceding the date of the restatement that is in excess of the amount that would have been awarded to, vested and/or paid to the executive under the restatement if (i) the executive officer engaged in fraud or intentional misconduct that materially contributed to the need for the restatement or (ii) a clawback is otherwise required by the applicable rules and regulations of the Securities and Exchange Commission or the Company’s stock exchange. The foregoing description of the Clawback Policy is a summary. The full text of the Clawback Policy is filed as Exhibit 99.1 hereto and incorporated herein by reference.

 

ITEM 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

10.1 Amendment to Separation Benefits Plan and Employment Agreement between Registrant and Ronald J. Mittelstaedt

99.1 Waste Connections, Inc. Compensation Recoupment Policy

 

SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: December 18, 2015

 

WASTE CONNECTIONS, INC.

 

 

 

 

By: /s/ Worthing F. Jackman

Worthing F. Jackman

Executive Vice President and Chief Financial Officer

 

 

EXHIBIT INDEX

 

Exhibit No.	DESCRIPTION
10.1	Amendment to Separation Benefits Plan and Employment Agreement between Registrant and Ronald J. Mittelstaedt
99.1	Waste Connections, Inc. Compensation Recoupment Policy

 

 

Exhibit 10.1

 

AMENDMENT TO

SEPARATION BENEFITS PLAN AND EMPLOYMENT AGREEMENT

 

This Amendment to Separation Benefits Plan and Employment Agreement (this “Amendment”) is dated December 17, 2015 (the “Execution Date”), and is by and between Waste Connections, Inc., a Delaware corporation (the “Company”), and Ronald J. Mittelstaedt (“Executive”). The Company and Executive are referred to together herein as the “Parties.” All capitalized terms not otherwise defined in this Amendment shall have the meaning set forth in the Employment Agreement (as hereinafter defined).

 

RECITALS

 

WHEREAS, the Parties entered into that certain Separation Benefits Plan and Employment Agreement, effective as of February 13, 2012 (the “Employment Agreement”); and

 

WHEREAS, the Parties desire to amend the Employment Agreement by this Amendment.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

 

 

1. Payments on Change in Control. Section 10(a) of the Employment Agreement is hereby deleted and replaced in its entirety with the following:

 

“(a) Payments on Change in Control. Notwithstanding any agreement evidencing an equity award held by Executive entered into prior to, on or after the Effective Date to the contrary, no equity award held by Executive shall be subject to accelerated vesting based solely upon the occurrence of a Change in Control (as defined below) unless the Compensation Committee of the Company, prior to the Change in Control, reasonably determines in good faith that Executive’s equity awards will not be honored or assumed, or new rights that substantially preserve the terms of Executive’s equity awards will not be substituted therefor, by Executive’s employer (or the parent of such employer) immediately following the Change in Control (a “Change in Control Cancellation”). For the avoidance of doubt, in the event of a Change in Control Cancellation, (1) the vesting and, if applicable, exercisability of each of Executive’s equity awards subject to time-based vesting shall fully accelerate as of immediately prior to the Change in Control and (2) the vesting and, if applicable, exercisability of each of Executive’s equity awards subject to performance-based vesting (“Performance Awards”) shall be determined in accordance with the agreement evidencing such Performance Award or, in the absence of any provision in the agreement evidencing such Performance Award pertaining to the Change in Control, shall be accelerated in respect to one hundred percent (100%) of the shares subject thereto with any performance goal(s) being deemed to have been achieved at one hundred percent (100%) of target. For further avoidance of doubt, in the absence of a Change in Control Cancellation, if the terms of a Performance Award provide for accelerated vesting upon a termination of employment following a Change in Control, such terms shall continue to control and, in the absence of any such terms, such Performance Award shall be subject to accelerated vesting as provided in Sections 7 and 8 hereof. Furthermore, in the absence of a Change in Control Cancellation, if any equity award held by Executive as of immediately prior to a Change in Control is a Performance Award and the agreement evidencing such Performance Award does not provide for the determination of performance in connection with the Change in Control (or provides for accelerated vesting based solely upon the occurrence of a Change in Control), then the applicable performance goals in respect of such equity award shall be deemed to have been achieved at one hundred percent (100%) of target and any such equity award shall vest and, if applicable, become exercisable on such date(s) the equity award would have vested if the performance goal were achieved absent the Change in Control. Any Performance Award for which the performance goal is achieved or deemed achieved in connection with a Change in Control shall constitute a ‘time-based equity award’ under Sections 7 and 8 hereof. For the avoidance of doubt and without limiting the preceding sentence, Executive shall be eligible for such payments and benefits as provided under, and in accordance with the terms and conditions of, Sections 7 and 8 hereof in the event Executive’s employment terminates in connection with or following a Change in Control.”

 

 

2. No Other Changes. Except as provided in this Amendment, the Employment Agreement shall remain in full force and effect and remain unchanged.

 

3. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. A facsimile, telecopy or other reproduction of this Amendment may be executed by one or more parties and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the signature of or on behalf of each such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes.

 

4. Governing Law. The Agreement and this Amendment are together intended to be a Top Hat Plan and shall be interpreted, administered and enforced in accordance with ERISA. It is expressly intended that ERISA preempt the application of state laws to the Agreement and this Amendment to the maximum extent permitted by Section 514 of ERISA. To the extent that state law is applicable, the statutes and common law of the jurisdiction in which the Executive resides shall apply, excluding any that mandate the use of another jurisdiction’s laws. The parties irrevocably and unconditionally submit to the jurisdiction and venue of any court, federal or state, situated within Montgomery County, Texas, for the purpose of any suit, action or other proceeding arising out of, or relating to or in connection with, the Agreement and this Amendment.

 

5. Acknowledgement. Executive acknowledges that by entering into this Amendment, Executive is waiving any right Executive may have under the terms of any existing or future equity award to receive vesting acceleration based solely upon the occurrence of a Change in Control, provided, that such waiver shall not apply in the event of a Change in Control Cancellation. For the avoidance of doubt, Executive is only waiving accelerated vesting as provided in the Amendment and Executive’s equity awards shall remain subject to accelerated vesting upon certain terminations of Executive’s employment as provided in the Employment Agreement (as well as in connection with any Change in Control Cancellation).

 

6. Miscellaneous. This Amendment and the Employment Agreement sets forth the entire agreement between the Company and Executive concerning the subject matter herein, and fully supersedes any and all prior oral or written agreements, promises or understandings between the Company and Executive concerning the subject matter herein including, without limitation, any acceleration provisions set forth in any agreement evidencing an equity award held by Executive. Further, Executive represents and acknowledges that in executing this Amendment, Executive does not rely, and has not relied, on any prior oral or written communications by the Company, and Executive expressly disclaims any reliance on any prior oral or written communications, agreements, promises, inducements, understandings, statements or representations in entering into this Amendment. Therefore, Executive understands that he is precluded from bringing any fraud or fraudulent inducement claim against the Company associated with any such communications, agreements, promises, inducements, understandings, statements or representations. The Company and Executive are entering into this Amendment based on their own judgment.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized officer and Executive has executed this Amendment as of the Execution Date.

 

WasTE CONNECTIONS, INC.			EXECUTIVE
By:	/s/ Steven F. Bouck		/s/ Ronald J. Mittelstaedt
			Ronald J. Mittelstaedt
Its:	President
Date:	December 17, 2015		Date:	December 17, 2015

 

 

 

Exhibit 99.1

 

WASTE CONNECTIONS, INC.

COMPENSATION RECOUPMENT POLICY

 

 

Introduction

The Board of Directors (the “Board”) of Waste Connections, Inc. (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, 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 federal securities laws (the "Policy"), and which is intended to comply with Section 954 of the Dodd-Frank Act.

 

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 current and former executive officers, as determined by the Board in accordance with Section 10D of the Exchange Act and the listing standards of the New York Stock Exchange, and such other employees who may from time to time be deemed subject to the 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 Securities Exchange Act of 1934, as amended (the "Exchange Act").

 

Incentive Compensation Covered By the Policy

For purposes of this Policy, “Incentive Compensation” means any compensation earned, granted or vested, in whole or in part, by a Covered Employee 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; or (ii) Company total shareholder return ("TSR") (each measured referred to as a "Financial Goal"). For avoidance of doubt, salary, discretionary cash bonuses, stock options and restricted stock (both of which were not granted or earned based on Financial Goals) and which vest over time, and awards that are based purely on non-Financial Goals are not subject to this Policy.

 

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 performance targets for performance periods during the Restatement period. 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 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

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 Securities and Exchange Commission or any national securities exchange on which the Company's shares are listed (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 foreign home country laws, or (ii) after attempting to recoup under the Policy, the Board determines that the cost of pursuing recoupment exceeds the recoverable amount.

 

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 Securities and Exchange Commission or any 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 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.

 

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• WASTE CONNECTIONS REPORTS FIRST QUARTER 2024 RESULTS
• JD Bancshares, Inc. Reports Financial Results for Quarter Ended March 31, 2024
• Methanex Reports on Annual General Meeting of Shareholders and Welcomes Roger Perreault to Its Board of Directors