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6-K 1 tm2315969d1_6k.htm FORM 6-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of May 2023

 

Commission File Number: 001-39240

 

 

GFL Environmental Inc.

(Translation of registrant’s name into English)

 

 

100 New Park Place, Suite 500

Vaughan, Ontario, Canada L4K 0H9

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ¨              Form 40-F x

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

 

 

 


 

EXHIBIT INDEX

 

The following exhibits are furnished as part of this Report on Form 6-K.

 

Exhibit
Number
  Description
   
99.1   Press Release Announcing Results of the 2023 Annual and Special Meeting of Shareholders
99.2   Report of Voting Results

 


 

 

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, thereunto duly authorized.

 

  GFL Environmental Inc.
     
     
  By: /s/ Mindy Gilbert
  Name: Mindy Gilbert
Date:  May 17, 2023 Title: Executive Vice President and Chief Legal Officer

 

EX-99.1 2 tm2315969d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

 


GFL Environmental Inc. Announces Results from Annual and Special Meeting of Shareholders

 

VAUGHAN, ON, May 17, 2023 – GFL Environmental Inc. (NYSE: GFL) (TSX: GFL) (“GFL” or the “Company”) announced the voting results from its annual and special meeting of shareholders held today virtually via live audio webcast.

 

Shareholders of the Company voted in favour of all items of business, including the election of each of the director nominees as follows:

 

Nominee   Votes For   Votes Withheld
(a)  Patrick Dovigi   457,984,094 (96.16%)   18,288,824 (3.84%)
(b)  Dino Chiesa   447,756,026 (94.01%)   28,516,892 (5.99%)
(c)  Violet Konkle   475,930,793 (99.93%)   342,125 (0.07%)
(d)  Sandra Levy   476,236,297 (99.99%)   36,621 (0.01%)
(e)  Jessica McDonald   449,416,342 (94.36%)   26,856,576 (5.64%)
(f)   Arun Nayar   447,093,958 (93.87%)   29,178,960 (6.13%)
(g)  Paolo Notarnicola   398,954,610 (83.77%)   77,318,308 (16.23%)
(h)  Ven Poole   475,865,350 (99.91%)   407,568 (0.09%)
(i)   Blake Sumler   475,866,913 (99.91%)   406,005 (0.09%)
(j)   Raymond Svider   416,985,745 (87.55%)   59,287,173 (12.45%)

 

Final voting results on all matters voted on at the meeting will be filed on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

 

About GFL

 

GFL, headquartered in Vaughan, Ontario, is the fourth largest diversified environmental services company in North America, providing a comprehensive line of solid waste management, liquid waste management and soil remediation services through its platform of facilities throughout Canada and in more than half of the U.S. states. Across its organization, GFL has a workforce of more than 20,000 employees.

 

For more information:
Patrick Dovigi
+1 905 326-0101
pdovigi@gflenv.com

 

 

EX-99.2 3 tm2315969d1_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

 

REPORT OF VOTING RESULTS

 

In accordance with Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations, the following sets out the matters voted upon at the annual and special meeting of shareholders (the “Meeting”) of GFL Environmental Inc. (the “Company”) held on May 17, 2023. Each of the matters set out below is described in greater detail in the Company’s management information circular dated April 5, 2023 (the “Circular”).

 

1. Election of Directors

 

Each of the 10 nominees listed in the Circular was elected as a director of the Company to hold office until the close of the next annual meeting of shareholders or until their successor is elected or appointed. The results of the votes cast are set out below:

 

Name of Nominee   Votes FOR   %   Votes WITHHELD   %
(a)      Patrick Dovigi      457,984,094   96.16%   18,288,824   3.84%
(b)      Dino Chiesa      447,756,026   94.01%   28,516,892   5.99%
(c)      Violet Konkle      475,930,793   99.93%   342,125   0.07%
(d)      Sandra Levy      476,236,297   99.99%   36,621   0.01%
(e)      Jessica McDonald      449,416,342   94.36%   26,856,576   5.64%
(f)      Arun Nayar      447,093,958   93.87%   29,178,960   6.13%
(g)      Paolo Notarnicola      398,954,610   83.77%   77,318,308   16.23%
(h)      Ven Poole      475,865,350   99.91%   407,568   0.09%
(i)      Blake Sumler      475,866,913   99.91%   406,005   0.09%
(j)      Raymond Svider     416,985,745   87.55%   59,287,173   12.45%

 

2. Appointment of Independent Auditor

 

KPMG LLP was appointed as the auditor of the Company until the next annual meeting of shareholders or until a successor auditor is appointed and the board of directors of the Company was authorized to fix the remuneration of the auditor. The results of the votes cast are set out below:

 

Votes FOR   %   Votes WITHHELD   %
480,968,122   99.91%   441,090   0.09%

 

3. Renewal of the Company’s Omnibus Long-Term Incentive Plan

 

The resolution regarding the renewal of the Company’s Omnibus Long-Term Incentive Plan and the approval of all unallocated options, rights or other entitlements thereunder were approved. The results of the votes cast are set out below:

 

Votes FOR   %   Votes AGAINST   %
365,406,052   76.72%   110,866,866   23.28%

 

 


 

4. Renewal of the Company’s DSU Plan

 

The resolution regarding the renewal of the Company’s Director DSU Plan, the approval of all unallocated deferred share units thereunder and the ratification of all deferred share units awarded thereunder since its expiry on March 5, 2023 were approved. The results of the votes cast are set out below:

 

Votes FOR   %   Votes AGAINST   %
471,406,187   98.98%          4,866,731   1.02%

 

5. Consideration of the Company’s Approach to Executive Compensation

 

The advisory non-binding resolution on the Company’s approach to executive compensation was approved. The results of the votes cast are set out below:

 

Votes FOR   %   Votes AGAINST   %
384,166,606   80.66%   92,106,312   19.34%