Item 5.02? Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
On November 21, 2022, Waste Connections, Inc. (the "Company") issued a press
release announcing that the Company's Board of Directors (the "Board"), upon the
recommendation of its Nominating and Corporate Governance Committee, increased
the size of the Board from eight to nine members, and elected Andrea E. Bertone
to fill the vacancy so created, both effective November 18, 2022. Ms. Bertone's
term will expire at the Company's 2023 annual meeting of shareholders.
Ms. Bertone, 61, served as President of Duke Energy International, LLC ("Duke
Energy"), then wholly owned by Duke Energy Corporation (NYSE: DUK), a utility
company, from 2009 until her retirement in 2016. Prior to serving as President,
Ms. Bertone served as Associate General Counsel of Duke Energy from 2003-2009
and Assistant General Counsel, Duke Energy Trading & Marketing and Duke Energy
Merchants from 2001 to 2002. Ms. Bertone also served as a director of Duke
Energy International Geração Paranapanema S.A. from 2008 until 2016. From 1983
to 2000, Ms. Bertone served in various legal roles in both South America and the
United States. Ms. Bertone also currently serves on the boards of directors of
Amcor plc (NYSE: AMCR, ASX: AMC), Peabody Energy Corporation (NYSE: BTU) and DMC
Global Inc. (Nasdaq: BOOM). Ms. Bertone earned a Bachelor of Law degree from the
University of Sao Paulo Law School in Brazil and an LL.M. degree in
International and Comparative Law from Chicago-Kent College of Law at the
Illinois Institute of Technology.
The Board has determined that Ms. Bertone meets the independence standards
adopted by the Board in compliance with the New York Stock Exchange corporate
governance listing standards and Item 407(a) of Regulation S-K.
Ms. Bertone has (i) no arrangements or understandings with any other person
pursuant to which she was selected as a director, and (ii) no family
relationship with any director or executive officer of the Company or any person
nominated or chosen by the Company to become a director or executive officer.
Ms. Bertone (i) has had no direct or indirect material interest in any
transaction or series of similar transactions contemplated by Item 404(a) of
Regulation S-K, and (ii) as of the date of this Current Report on Form 8-K,
holds no direct or indirect beneficial ownership in the Company's shares or
rights to acquire the Company's shares.
Ms. Bertone will receive the standard compensation, a portion of which will be
pro-rated to reflect the actual time Ms. Bertone will serve on the Company's
Board this term, paid by the Company to all of its non-employee directors and as
described under "Director Compensation and Equity Ownership" in the Company's
2022 Management Information Circular and Proxy Statement for its Annual Meeting
of Shareholders filed with the Securities and Exchange Commission ("SEC") on
April 1, 2022. In connection with her appointment, Ms. Bertone will enter into a
standard indemnification agreement with the Company in the form previously
approved by the Board, which is filed as Exhibit 10.12 to the Company's Current
Report on Form 8-K filed with the SEC on June 7, 2016 and is incorporated by
A copy of the press release announcing the appointment of Andrea E. Bertone to
the Company's Board is filed as Exhibit 99.1 hereto and is incorporated herein
Item 9.01. Financial Statements and Exhibits.
99.1 Press Release, dated November 21, 2022, issued by Waste Connections, Inc.
104 The cover page of Waste Connections, Inc. on Current Report on Form 8-K
formatted in Inline XBRL.
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