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 April 2024
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): ¨
EXPLANATORY NOTE
The 2024 annual general meeting of shareholders (the "Annual General Meeting of Shareholders") of GFL Environmental Inc. (the "Company") will be held on May 15, 2024. The Notice of Annual General Meeting of Shareholders and Management Information Circular, the Form of Proxy and the Notice of Availability of Proxy Materials are attached hereto as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, respectively.
Exhibit 99.1 to this Current Report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statements on Form S-8 (File No. 333-236949) and Form F-10 (File No. 333-272013).
EXHIBIT INDEX
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: April 12, 2024 | Title: | Executive Vice President and Chief Legal Officer |
2
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Voting Matter
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| | |
Board Recommendation
|
|
| Proposal 1 – Election of Directors: The ten director nominees set out below are being elected to hold office until the close of the next annual meeting or until their respective successors are elected or appointed (page 10). | | | |
FOR each director
nominee |
|
| Proposal 2 – Appointing KPMG LLP as auditor: KPMG LLP is being appointed as the Company’s external auditor until the next annual general meeting of shareholders or until a successor auditor is appointed and that the Board be authorized to fix the auditor’s remuneration (page 23). | | | |
FOR
|
|
| Proposal 3 – Consideration of Company Approach to Executive Compensation: The Company is providing shareholders with the opportunity to consider an advisory non-binding resolution on the Company’s approach to executive compensation disclosed in the Circular (the “Say on Pay Advisory Resolution”) (page 23). | | | |
FOR
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|
|
Name
|
| | |
Age
|
| | |
Tenure
|
| | |
Independent
|
| | |
Audit
|
| | |
Nomination
Governance and Compensation |
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| Patrick Dovigi | | | |
44
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| | |
Since 2007
|
| | | | | | | | | | | | |
| Dino Chiesa | | | |
75
|
| | |
Since 2007
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| | |
✔
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| | |
✔
|
| | |
✔
|
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| Violet Konkle | | | |
70
|
| | |
Since 2021
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| | |
✔
|
| | |
✔
|
| | | | |
| Sandra Levy | | | |
58
|
| | |
Since 2023
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| | |
✔
|
| | | | | | |
✔
|
|
| Jessica McDonald | | | |
55
|
| | |
Since 2022
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| | |
✔
|
| | | | | | |
✔
|
|
| Arun Nayar | | | |
73
|
| | |
Since 2018
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| | |
✔
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| | |
✔
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| | |
✔
|
|
| Paolo Notarnicola | | | |
49
|
| | |
Since 2018
|
| | |
✔
|
| | | | | | |
✔
|
|
| Ven Poole | | | |
62
|
| | |
Since 2018
|
| | |
✔
|
| | | | | | | | |
| Blake Sumler | | | |
53
|
| | |
Since 2018
|
| | |
✔
|
| | | | | | | | |
| Raymond Svider | | | |
61
|
| | |
Since 2018
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| | |
✔
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TABLE OF CONTENTS
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| | | | | A-1 | | | |
| | | | | B-1 | | |
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Online:
|
| | | Go to www.investorvote.com and follow the instructions on screen. You will need the 15-digit control number listed on your proxy. You do not need to return your proxy form if you vote on the Internet. |
|
|
By Mail or Courier:
|
| | | Complete, sign and date the proxy form and return it in the envelope we have provided to 100 University Avenue, 8th Floor, Toronto, ON M5J 2Y1, Attn: Proxy Department. Proxies must be returned in advance of the deadline. Please see the form of proxy for more information. | |
|
By Telephone:
|
| | | Call 1-866-732-8683 from a touch tone telephone and follow the instructions provided. You will need the 15-digit control number listed on your proxy. You do not need to return your proxy form if you vote by telephone. |
|
|
Phone:
|
| | | 1-800-564-6253 (toll-free in Canada and the United States) | | | | 514-982-7555 (from outside Canada and the United States) | |
|
Fax:
|
| | | 1-888-453-0330 (toll-free in Canada and the United States) | | | | 514-982-7635 (from outside Canada and the United States) | |
|
Mail:
|
| | |
100 University Avenue, 8th Floor, Toronto ON M5J 2Y1
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| ||||
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E-mail:
|
| | |
Service@Computershare.com
|
|
|
Phone:
|
| | | 1-800-564-6253 (toll-free in Canada and the United States) | | | | 514-982-7555 (from outside Canada and the United States) | |
|
Fax:
|
| | | 1-888-453-0330 (toll-free in Canada and the United States) | | | | 514-982-7635 (from outside Canada and the United States) | |
|
Mail:
|
| | |
100 University Avenue, 8th Floor, Toronto ON M5J 2Y1
|
| ||||
|
E-mail:
|
| | |
Service@Computershare.com
|
|
|
PATRICK DOVIGI
President, Chief Executive Officer and Chairman of our Board Age: 44
Florida, United States Director Since: 2007 Non-Independent: Mr. Dovigi is currently an executive officer of the Company.
2023 Voting Results: 96.16% in favour
|
| | |
Mr. Dovigi is the Founder, President and Chief Executive Officer and Chairman of the Board of GFL. In 2007, Mr. Dovigi had a vision to create a company that is a “one-stop shop” provider of environmental solutions. Since then, drawing on the discipline he learned in his earlier hockey career, Mr. Dovigi has driven GFL to become the 4th largest environmental services company in North America. Mr. Dovigi has instilled an entrepreneurial culture in GFL’s leadership team with a focus on operational excellence, sustainability and safety as core values. In 2017, he was recognized by Waste360 with a Top 40 under 40 award, and in the EY Entrepreneur of the YearTM Ontario Awards, as Entrepreneur of the Year in the Power & Utilities Sector. In 2022, he was recognized by Waterstone Human Capital as one of Canada’s Most Admired CEOsTM. Mr. Dovigi currently serves on the board of directors of the UHN Foundation.
|
| ||||
| Board/Committee Membership(1) |
| | |
2023 Meeting
Attendance |
| | |
Public Company
Directorships |
|
| Board | | | |
7/7 (100%)
|
| | |
N/A
|
|
| Securities Held or Controlled as of April 1, 2024: | |
|
Total Securities
|
| | |
Total
Market Value of Securities(2) |
| | |
Minimum
Shareholding Requirements(3) |
| | |
Meets or Exceeds
Shareholding Requirements |
| ||||
|
11,812,964 Multiple Voting Shares
|
| | |
$539,143,677
|
| | |
5x annual base salary
($10,551,493) |
| | | | | Yes (286x | ) | | |
| 17,262,262 Options | | | |
$56,314,699
|
| | | | | | | | | ||||
| 1,278,860 Subordinate Voting Shares | | | |
$58,367,170
|
| | |
|
| | | | | | | | |
|
DINO CHIESA
Lead Independent Director Age: 75
Ontario, Canada Director Since: 2007 Independent.
2023 Voting Results: 94.01% in favour
|
| | |
Mr. Chiesa has served as a member of our Board since 2007. Mr. Chiesa is the Principal of Chiesa Group, a commercial real estate developer and investor founded by Mr. Chiesa in 1990, and a past chair of Canada Mortgage and Housing Corporation, one of Canada’s largest financial institutions. Mr. Chiesa is a current member of the Board of Trustees of Morguard North American Residential REIT. From 2004 to 2010, he served as Trustee and Vice-Chair of Canadian Apartment Properties Real Estate Investment Trust (CAP REIT), a TSX-listed Canadian residential real estate investment trust. From 1999 to 2004, he served as Chief Executive Officer of Residential Equities Real Estate Investment Trust, prior to its merger with CAP REIT. Mr. Chiesa is also a former Director of Dynacare Laboratories Inc., former Member of the Board of Trustees of Sunrise Senior Living Real Estate Investment Trust, and formerly served on the board of two public hospitals. From 1989 to 1999, Mr. Chiesa held several positions within the Government of Ontario, including Assistant Deputy Minister, Municipal Affairs and Housing and Chief Executive Officer of each of Ontario Housing Corporation and Ontario Mortgage Corporation. Mr. Chiesa is the Immediate Past Chair of the Board of Directors of Create TO, an organization established by the City of Toronto to manage the City’s real estate portfolio, one of the most expansive, diverse and valuable real estate portfolios in North America. Mr. Chiesa was previously a member of the Expert Advisory Committee on Real Estate Development at Ryerson University. Additionally, he is active in the charitable sector, including in his role as Chair at Villa Charities. Mr. Chiesa holds a Bachelor of Arts in Economics from McMaster University.
|
| ||||
| Board/Committee Membership(1) |
| | |
2023 Meeting
Attendance |
| | |
Public Company
Directorships |
|
| Board Audit Committee NGC Committee |
| | |
7/7 (100%)
5/5 (100%) 7/7 (100%) |
| | |
Morguard North American
Residential REIT |
|
| Securities Held or Controlled as of April 1, 2024: | |
|
Total Securities
|
| | |
Total
Market Value of Securities(2) |
| | |
Minimum
Shareholding Requirements(3) |
| | |
Meets or Exceeds
Shareholding Requirements |
| ||||||||
|
18,890 Subordinate Voting Shares
|
| | | | | $862,140 | | | | | |
3x annual cash
board retainer ($627,518) |
| | | | | Yes (9x | ) | | |
|
22,072 Deferred Share Units
|
| | |
$1,007,366
|
| |
|
VIOLET KONKLE
Age: 70
Ontario, Canada Director Since: 2021 Independent.
2023 Voting Results: 99.93% in favour
|
| | |
Ms. Konkle has served as a member of our Board since February 23, 2021. Ms. Konkle is the past President and Chief Executive Officer of The Brick Ltd. Prior to joining The Brick Ltd. in 2010 as President, Business Support, she held a number of positions with Walmart Canada, including Chief Operating Officer and Chief Customer Officer. Ms. Konkle also held a number of senior executive positions with Loblaw Companies Ltd., including Executive Vice President, Atlantic Wholesale Division. Ms. Konkle is a Director of The North West Company Inc. (a TSX listed public company), Boyd Group Services Inc. (a TSX listed public company) and serves on the board of directors of three privately held companies, Bailey Metal Products (Concord, ON), Elswood Investment Corporation (Vancouver, BC), and ABARTA (Pittsburgh, PA). She is a past director of Dare Foods, The Brick Ltd., Trans Global Insurance, the Canadian Chamber of Commerce and the National Board of Habitat for Humanity, as well as the Advisory Board of Longo’s Fruit Markets. Ms. Konkle holds a Bachelor of Arts and a Master of Arts, both in Geography, from Wilfrid Laurier University, and is a graduate of the Institute of Corporate Directors.
|
| ||||
| Board/Committee Membership(1) |
| | |
2023 Meeting
Attendance |
| | |
Public Company
Directorships |
|
| Board Audit Committee |
| | |
7/7 (100%)
5/5 (100%) |
| | |
The North West Company
Boyd Group Services Inc. |
|
| Securities Held or Controlled as of April 1, 2024: | |
|
Total Securities
|
| | |
Total
Market Value of Securities(2) |
| | |
Minimum
Shareholding Requirements(4) |
| | |
Meets or Exceeds
Shareholding Requirements |
| ||||||||
| 25,514 Deferred Share Units | | | |
$1,164,459
|
| | | | | N/A | | | | | | | | N/A | | | |
|
SANDRA LEVY
Age: 58
Ontario, Canada Director Since: 2023 Independent.
2023 Voting Results: 99.99% in favour
|
| | |
Ms. Levy is a two-time Canadian Olympic athlete in the sport of field hockey and is a senior human resources executive with over 25 years of experience in human resources and legal roles. She retired in June 2023 from her role as the Chief People & Culture Officer at the Canadian Olympic Committee, a position she held since 2020. Prior to joining the Canadian Olympic Committee, Ms. Levy served as Vice-President, Human Resources of RioCan Management Inc. from 2018 to 2020 and as Vice President, People and Corporate Affairs of First Capital Asset Management ULC from 2015 to 2018. She currently is a member of the board of trustees and chair of the governance committee of SIR Royalty Income Fund (a TSX listed public company) and a director of SLANG Worldwide Inc. (a Canadian Securities Exchange listed public company). Ms. Levy is a former member of the board of trustees of Residential Equities Real Estate Investment Trust, prior to its merger with CAP REIT, and former member of the board of directors of CreateTO. Ms. Levy has served on a number of charitable boards, including on the board of directors of the Scarborough Hospital Foundation and the board of governors of York University. Ms. Levy holds a Bachelor of Laws from Osgoode Hall Law School in Toronto, Ontario.
|
| ||||
| Board/Committee Membership(1) |
| | |
2023 Meeting
Attendance(5) |
| | |
Public Company
Directorships |
|
| Board | | | |
3/3 (100%)
|
| | |
SIR Royalty Income Fund
SLANG Worldwide Inc. |
|
| Securities Held or Controlled as of April 1, 2024: | |
|
Total Securities
|
| | |
Total
Market Value of Securities(2) |
| | |
Minimum
Shareholding Requirements(3)(4) |
| | |
Meets or Exceeds
Shareholding Requirements(4) |
| ||||||||
| 4,507 Deferred Share Units | | | | | | $205,699 | | | | | |
3x annual cash
board retainer ($485,820) |
| | | | | In progress | | | |
|
JESSICA MCDONALD
Age: 55
British Columbia, Canada Director Since: 2022 Independent.
2023 Voting Results: 94.36% in favour
|
| | |
Ms. McDonald has served as a member of our Board since February 10, 2022. Ms. McDonald is the past President and Chief Executive Officer of the BC Hydro and Power Authority, a clean energy utility with over $5.5 billion in annual revenues and more than 5,000 employees. Ms. McDonald is a director of Foran Mining (a TSX listed public company) and Champion Iron (a TSX listed public company). She is a past board Chair as well as interim President and Chief Executive Officer of Canada Post Corporation, with a group of companies that includes a majority shareholding in Purolator, SCI Logistics and Innovapost. She is a past director of Hydro One (a TSX listed public company) and Coeur Mining (a NYSE listed public company), past director and Chair of Trevali Mining Corporation (a TSX listed public company), past Chair of Powertech Labs, one of the largest testing and research laboratories in North America, and past director of Powerex, an energy trading company. Ms. McDonald has extensive government experience, including Deputy Minister to the Premier and Head of the BC Public Service. Ms. McDonald holds a Bachelor of Arts degree in Political Science from University of British Columbia, is a graduate of the Institute of Corporate Directors and holds a certification in cybersecurity oversight from the National Association of Corporate Directors and Carnegie Mellon University.
|
| ||||
| Board/Committee Membership(1) |
| | |
2023 Meeting
Attendance |
| | |
Public Company
Directorships |
|
| Board NGC Committee |
| | |
7/7 (100%)
7/7 (100%) |
| | |
Foran Mining Corporation
Champion Iron Limited |
|
| Securities Held or Controlled as of April 1, 2024: | |
|
Total Securities
|
| | |
Total
Market Value of Securities(2) |
| | |
Minimum
Shareholding Requirements(3)(4) |
| | |
Meets or Exceeds
Shareholding Requirements(4) |
| ||||
| 11,096 Deferred Share Units | | | |
$506,421
|
| | |
3x annual cash
board retainer ($485,820) |
| | | | | In progress | | | |
|
ARUN NAYAR
Age: 73
Florida, United States Director Since: 2018 Independent.
2023 Voting Results: 93.87% in favour
|
| | |
Mr. Nayar has served as a member of our Board since 2018. Mr. Nayar retired in December 2015 as Executive Vice President and Chief Financial Officer of Tyco International, an over US$10 billion fire protection and security company, where he was responsible for managing the company’s financial risks and overseeing its global finance functions, including tax, treasury, mergers and acquisitions, audit and investor relations teams. Mr. Nayar joined Tyco International as Senior Vice President and Treasurer in 2008 and was also Chief Financial Officer of Tyco International’s ADT Worldwide. From 2010 until 2012, Mr. Nayar was Senior Vice President, Financial Planning & Analysis, Investor Relations and Treasurer. Prior to joining Tyco International, Mr. Nayar spent six years at PepsiCo, Inc., most recently as Chief Financial Officer of Global Operations and, before that, as Vice President and Assistant Treasurer – Corporate Finance. Mr. Nayar currently serves on the board of directors of Amcor PLC (NYSE: AMCR), a manufacturer of packaging products and also serves on the board of directors of Rite Aid Corporation (NYSE: RAD). Mr. Nayar previously served on the board of directors and was Chairman of the Audit Committee of TFI International Inc. (NYSE: TFII), a leader in the transportation and logistics industry. Mr. Nayar is also Senior Advisor to McKinsey and Company and serves on the Americas Advisory Council of ServiceNow, Inc. (NYSE: NOW). Mr. Nayar brings over 40 years of financial experience to the board of directors of GFL. His experience as a chief financial officer provides useful insights into operational and financial metrics relevant to GFL’s business. Mr. Nayar holds a Bachelor of Arts in Economics from Delhi University and is a fellow of the Institute of Chartered Accountants in England & Wales.
|
| ||||
| Board/Committee Membership(1) | | | |
2023 Meeting
Attendance(6) |
| | |
Public Company
Directorships |
|
| Board Audit Committee (Chair) NGC Committee |
| | |
5/7 (71%)
5/5 (100%) 7/7 (100%) |
| | |
Amcor PLC
Rite Aid Corporation |
|
| Securities Held or Controlled as of April 1, 2024: | |
|
Total Securities
|
| | |
Total
Market Value of Securities(2) |
| | |
Minimum
Shareholding Requirements(3) |
| | |
Meets or Exceeds
Shareholding Requirements |
| ||||
|
56,344 Subordinate Voting Shares
22,072 Deferred Share Units |
| | |
$2,571,540
$1,007,366 |
| | |
3x annual cash
board retainer ($566,790) |
| | | | | Yes (19x | ) | | |
|
PAOLO NOTARNICOLA
Age: 49
New York, United States Director Since: 2018 Independent.
2023 Voting Results: 83.77% in favour
|
| | |
Mr. Notarnicola has served as a member of our Board since 2018. Mr. Notarnicola is a Partner at BC Partners and led the investment team on GFL. Mr. Notarnicola is a Canadian citizen resident in the United States, overseeing the firm’s investment activities in Canada as well as the Business Services sector in North America. Mr. Notarnicola joined BC Partners in New York in November 2014. At BC Partners, Mr. Notarnicola is also a Director of GardaWorld and was previously a Director of Accudyne Industries. Previously, Mr. Notarnicola spent more than eight years at KKR, where he was first a member of its operations team, KKR Capstone, and was subsequently responsible for developing its investment activities in Canada. He is also intimately familiar with the environmental services sector having acted as the lead operating partner in two waste management deals, AVR and Van Gansewinkel, during his prior career at KKR Capstone. Prior to that, Mr. Notarnicola was an investment banker at Lazard Canada and also spent five years as a management consultant with McKinsey & Co. in Canada, the United States and Italy. Mr. Notarnicola holds an M.Sc. degree, summa cum laude from L. Bocconi University and an MBA with high distinction (Baker Scholar) from Harvard Business School. He is a Certified Turnaround Professional (CTP).
|
| ||||
| Board/Committee Membership(1) |
| | |
2023 Meeting
Attendance |
| | |
Public Company
Directorships |
|
| Board NGC Committee (Chair) |
| | |
7/7 (100%)
7/7 (100%) |
| | |
N/A
|
|
| Securities Held or Controlled as of April 1, 2024: | |
|
Total Securities
|
| | |
Total
Market Value of Securities(2) |
| | |
Minimum
Shareholding Requirements(4) |
| | |
Meets or Exceeds
Shareholding Requirements |
| ||||||||||||
| None | | | | | | nil | | | | | | | | N/A | | | | | | | | N/A | | | |
|
VEN POOLE
Age: 62
North Carolina, United States Director Since: 2018 Independent.
2023 Voting Results: 99.91% in favour
|
| | |
Mr. Poole has served as a member of our Board since 2018. Mr. Poole joined Waste Industries in 1990 and served as its Chairman and Chief Executive Officer immediately prior to our acquisition of Waste Industries. From 2002 through 2008, Mr. Poole served as Vice President, Corporate Development of Waste Industries. From 1995 through 2002, Mr. Poole served as Director of Support Services and from 1990 through 1995, he served as Risk Management Director. He holds a B.S. in Aerospace Engineering from North Carolina State University. Mr. Poole has more than 30 years of experience in the solid waste industry and was recently inducted into the National Waste & Recycling Hall of Fame. He currently serves on the boards of directors of the Environmental Research and Education Foundation (Chairman) and St. David’s School (Treasurer) and is a member of the board of trustees of North Carolina State University.
|
| ||||
| Board/Committee Membership(1) |
| | |
2023 Meeting
Attendance |
| | |
Public Company
Directorships |
|
| Board | | | |
7/7 (100%)
|
| | |
N/A
|
|
| Securities Held or Controlled as of April 1, 2024: | |
|
Total Securities
|
| | |
Total
Market Value of Securities(2) |
| | |
Minimum
Shareholding Requirements(3) |
| | |
Meets or Exceeds
Shareholding Requirements |
| ||||
|
9,816,399 Subordinate Voting Shares 22,072 Deferred Share Units |
| | |
$448,020,450
$1,007,366 |
| | |
3x annual cash
board retainer ($485,820) |
| | | | | Yes (2,772x | ) | | |
|
BLAKE SUMLER
Age: 53
Ontario, Canada Director Since: 2018 Independent.
2023 Voting Results: 99.91% in favour
|
| | |
Mr. Sumler has served as a member of our Board since 2018. Mr. Sumler is the Senior Managing Director, Diversified Industrial and Business Services in the Private Capital group at Ontario Teachers’ Pension Plan Board. He joined Ontario Teachers in 2013 and has worked in private equity for more than 15 years. At Ontario Teachers, Mr. Sumler leads the Diversified Industrials and Business Services team and sits on boards of directors of portfolio companies including PODS (APLPD Holdco, Inc.). Previously, Mr. Sumler was a Senior Vice President at Callisto Capital, a mid-market Toronto based private equity firm focused on buyouts and growth capital investments in Canada. Prior to that Mr. Sumler’s varied work experience included investment management at a hedge fund, equity research and debt syndication. Mr. Sumler is a CPA and a CFA charterholder. He holds a BA (Chartered Accounting) and a Master of Accounting from the University of Waterloo. Additionally, he is a graduate of the Institute of Corporate Directors.
|
| ||||
| Board/Committee Membership(1) |
| | |
2023 Meeting
Attendance |
| | |
Public Company
Directorships |
|
| Board | | | |
7/7 (100%)
|
| | |
N/A
|
|
| Securities Held or Controlled as of April 1, 2024: | |
|
Total Securities
|
| | |
Total
Market Value of Securities(2) |
| | |
Minimum
Shareholding Requirements(4) |
| | |
Meets or Exceeds
Shareholding Requirements |
| ||||||||||||
|
9,000 Subordinate Voting Shares
|
| | | | | $410,760 | | | | | | | | N/A | | | | | | | | N/A | | | |
|
RAYMOND SVIDER
Age: 61
New York, United States Director Since: 2018 Independent.
2023 Voting Results: 87.55% in favour
|
| | |
Mr. Svider has served as a member of our Board since 2018. Mr. Svider is the Chairman and a Partner of BC Partners. He joined BC Partners in 1992 and is currently based in New York. Over the years, Mr. Svider has participated and led investments in a number of sectors, including TMT, healthcare, industrials, business services, consumer and retail. He is currently Executive Chairman of PetSmart, Chairman of the Board of Chewy, Inc. (NYSE: CHWY), Chairman of the Board of Valtech SE, Chairman of the Board of Madison Logic and Chairman of the Board of Keter Group Holding SARL, and also serves on the boards of directors of Altice USA (NYSE: ATUS), Navex Global, GardaWorld, Presidio, Inc. and EAB. Mr. Svider previously served as a Director of Accudyne Industries, Teneo Global, Office Depot, Multiplan, Unity Media, Neuf Cegetel, Polyconcept, Neopost, Nutreco, UTL, Chantemur, Intelsat, Cyxtera Technologies and Appgate, Inc. Mr. Svider is the Chairman of the Advisory Board of the Aenova Group, and is also on the Boards of the Mount Sinai Children’s Center Foundation in New York and the Polsky Center Private Equity Council at the University of Chicago and is a council member of Chicago Booth. Mr. Svider received an MBA from the University of Chicago and a Masters in Science in Engineering from both École Polytechnique and École Nationale Supérieure des Telecommunications in France.
|
| ||||
| Board/Committee Membership(1) |
| | |
2023 Meeting
Attendance(6) |
| | |
Public Company
Directorships |
|
| Board | | | |
6/7 (86%)
|
| | |
Chewy, Inc.
Altice USA, Inc. |
|
| Securities Held or Controlled as of April 1, 2024: | |
|
Total Securities
|
| | |
Total
Market Value of Securities(2) |
| | |
Minimum
Shareholding Requirements(4) |
| | |
Meets or Exceeds
Shareholding Requirements |
| ||||||||||||
|
118,000 Subordinate Voting Shares
|
| | | | | $5,385,520 | | | | | | | | N/A | | | | | | | | N/A | | | |
|
Name
|
| |
Shares
|
| |
Market
Value of Shares(1) |
| |
Option-
Based Awards |
| |
Value of
in-the-money Option-Based Awards(2) |
| |
Share-
Based Awards(1) |
| |
Market Value
of Share-Based Awards(2) |
| |
Total
Value |
|
| Patrick Dovigi | | |
13,091,824
|
| |
$597,510,847
|
| |
17,262,262
|
| |
$56,314,699
|
| |
—
|
| |
—
|
| |
$653,825,546
|
|
| Luke Pelosi | | |
359,630
|
| |
$16,413,513
|
| |
2,361,700
|
| |
$13,959,096
|
| |
—
|
| |
—
|
| |
$30,372,610
|
|
| Greg Yorston | | |
304,599
|
| |
$13,901,898
|
| |
1,225,080
|
| |
$6,141,635
|
| |
—
|
| |
—
|
| |
$20,043,533
|
|
| Mindy Gilbert | | |
88,568
|
| |
$4,042,244
|
| |
815,540
|
| |
$3,474,787
|
| |
1,490
|
| |
$68,004
|
| |
$7,585,034
|
|
|
Elizabeth Joy Grahek
|
| |
97,180
|
| |
$4,435,295
|
| |
464,000
|
| |
$923,360
|
| |
3,556
|
| |
$162,296
|
| |
$5,520,951
|
|
| Dino Chiesa | | |
18,890
|
| |
$862,140
|
| |
—
|
| |
—
|
| |
22,072
|
| |
$1,007,366
|
| |
$1,869,506
|
|
| Violet Konkle | | |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
25,514
|
| |
$1,164,459
|
| |
$1,164,459
|
|
| Sandra Levy | | |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
4,507
|
| |
$205,699
|
| |
$205,699
|
|
| Jessica McDonald | | |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
11,096
|
| |
$506,421
|
| |
$506,421
|
|
| Arun Nayar | | |
56,344
|
| |
$2,571,540
|
| |
—
|
| |
—
|
| |
22,072
|
| |
$1,007,366
|
| |
$3,578,906
|
|
| Paolo Notarnicola | | |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| Ven Poole | | |
9,816,399
|
| |
$448,020,450
|
| |
—
|
| |
—
|
| |
22,072
|
| |
$1,007,366
|
| |
$449,027,816
|
|
| Blake Sumler | | |
9,000
|
| |
$410,760
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
$410,760
|
|
| Raymond Svider | | |
118,000
|
| |
$5,385,520
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
$5,385,520
|
|
| Directors and named executive officers as a group (14 persons) | | | | | | | | | | | | | | | | | | | | |
$1,179,496,762
|
|
|
Type of Fee
|
| | |
Position
|
| | |
Amount
|
| ||||
|
Board Retainer
|
| | |
Chair
|
| | | | | nil | | | |
| Board Member | | | | | | $371,113 | | | | ||||
| Lead Director | | | | | | $67,475 | | | | ||||
|
Committee Retainer
|
| | |
Audit Committee Chair
|
| | | | | $47,233 | | | |
| NGC Committee Chair | | | | | | $33,738 | | | | ||||
| Committee Member | | | | | | $20,243 | | | | ||||
| Meeting Fees | | | | Board / Committee Meeting | | | | | | nil | | | |
|
Name
|
| |
Cash
Fees Earned ($) |
| |
Share-
Based Awards ($)(1) |
| |
Option-
Based Awards ($) |
| |
Non-equity
Incentive Plan Compensation ($) |
| |
Pension
Value ($) |
| |
All Other
Compensation ($) |
| |
Total
Compensation ($) |
| |||||||||||||||||||||
| Dino Chiesa | | | | | 188,930 | | | | | | 217,106 | | | | | | – | | | | | | – | | | | | | – | | | | | | – | | | | | | 406,036 | | |
| Violet Konkle | | | | | nil | | | | | | 362,547 | | | | | | – | | | | | | – | | | | | | – | | | | | | – | | | | | | 362,547 | | |
|
Sandra Levy(2)
|
| | | | 103,585 | | | | | | 147,508 | | | | | | – | | | | | | – | | | | | | – | | | | | | – | | | | | | 251,093 | | |
| Jessica McDonald | | | | | 148,445 | | | | | | 217,106 | | | | | | – | | | | | | – | | | | | | – | | | | | | – | | | | | | 365,551 | | |
| Arun Nayar | | | | | 178,809 | | | | | | 217,106 | | | | | | – | | | | | | – | | | | | | – | | | | | | – | | | | | | 395,915 | | |
| Ven Poole | | | | | 148,445 | | | | | | 217,106 | | | | | | – | | | | | | – | | | | | | – | | | | | | – | | | | | | 365,551 | | |
| | | |
Option-Based Awards
|
| |
Share-Based Awards
|
| ||||||||||||||||||||||||||||||||||||
|
Name
|
| |
Number of
Securities Underlying Unexercised Options (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date (dd-mm-yyyy) |
| |
Value of
Unexercised In-the-money Options ($) |
| |
Number of
Shares or Units of Shares that have Not Vested (#) |
| |
Market or
Payout Value of Share-based Awards that have Not Vested ($) |
| |
Market or Payout
Value of Vested Share-based Awards Not Paid Out or Distributed ($)(1) |
| |||||||||||||||||||||
| Dino Chiesa | | | | | – | | | | | | – | | | | | | – | | | | | | – | | | | | | – | | | | | | – | | | | | | 891,988 | | |
| Violet Konkle | | | | | – | | | | | | – | | | | | | – | | | | | | – | | | | | | – | | | | | | – | | | | | | 969,759 | | |
| Sandra Levy | | | | | – | | | | | | – | | | | | | – | | | | | | – | | | | | | – | | | | | | – | | | | | | 93,151 | | |
|
Jessica McDonald
|
| | | | – | | | | | | – | | | | | | – | | | | | | – | | | | | | – | | | | | | – | | | | | | 393,052 | | |
| Arun Nayar | | | | | – | | | | | | – | | | | | | – | | | | | | – | | | | | | – | | | | | | – | | | | | | 891,988 | | |
| Ven Poole | | | | | – | | | | | | – | | | | | | – | | | | | | – | | | | | | – | | | | | | – | | | | | | 891,988 | | |
|
Name
|
| |
Option-Based
Awards – Value vested during the year ($) |
| |
Share-Based
Awards – Value vested during the year ($)(1) |
| |
Non-equity
incentive plan compensation – |
| |||||||||
| Dino Chiesa | | | | | – | | | | | | 217,106 | | | | | | – | | |
| Violet Konkle | | | | | – | | | | | | 362,547 | | | | | | – | | |
| Sandra Levy | | | | | – | | | | | | 147,508 | | | | | | – | | |
| Jessica McDonald | | | | | – | | | | | | 217,106 | | | | | | – | | |
| Arun Nayar | | | | | – | | | | | | 217,106 | | | | | | – | | |
| Ven Poole | | | | | – | | | | | | 217,106 | | | | | | – | | |
|
Policies and Practices
|
| | |
Objectives
|
| | |
Results
|
|
|
Pay-for-Performance
|
| | | A significant percentage of executive officer total compensation is performance-based to encourage and reward contributions to our financial objectives. | | | | ☑ For 2023, 92% of the compensation received by our NEOs (excluding All Other Compensation) was performance-based. See “Principal Elements of Compensation”. Over the last three years, on average 90% of the compensation received by our NEOs (excluding All Other Compensation) was performance-based. | |
|
Independent Compensation Consultant
|
| | | Obtain advice from independent compensation consultant for executive compensation-related matters. | | | | ☑ Pearl Meyer & Partners, LLC (“Pearl Meyer”) assists the NGC Committee with its review of compensation for the NEOs and other compensation-related matters. See “Independent Compensation Consultant and Peer Group Comparisons”. | |
|
Peer Group Benchmarking
|
| | | Peer group to benchmark executive compensation decisions. | | | | ☑ With the assistance of Pearl Meyer, our NGC Committee uses a well-structured peer group as a reference for executive compensation decisions. See “Independent Compensation Consultant and Peer Group Comparisons”. | |
|
Minimum Share Ownership Guidelines
|
| | | Share ownership guidelines for our directors and NEOs emphasize the importance of equity ownership for our directors and NEOs and reinforce alignment with our shareholders’ interests. | | | | ☑ Each of our NEOs and eligible directors meets or exceeds the minimum share ownership thresholds set out in our share ownership guidelines. See “Other Compensation Policies – Share Ownership Guidelines”. | |
|
Risk Assessment of Compensation Programs
|
| | | Regularly review and assess the Company’s compensation program to guard against excessive risk-taking. | | | | ☑ The NGC Committee annually reviews our compensation programs to ensure that they do not encourage excessive or inappropriate risk-taking. See “Other Compensation Policies – Compensation Risk Assessment”. | |
|
Clawback Policy
|
| | | Clawback policy to recover incentive compensation in the event of a restatement. | | | | ☑ Our Clawback Policy requires recovery of certain incentive compensation if it is earned based on financial statements that become subject to a restatement. See “Other Compensation Policies – Clawback Policy”. | |
|
Anti-Hedging Policy
|
| | | Certain insiders are prohibited from purchasing financial instruments that hedge or offset any decrease in market value of equity securities granted as compensation. | | | | ☑ Our Insider Trading Policy prohibits our executive officers and directors from purchasing financial instruments that hedge or offset (or are designed to hedge or offset) any decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the executive officer or director. See “Other Compensation Policies – Anti-Hedging Policy”. | |
|
Advanced Drainage Systems, Inc.
|
| |
Canadian Pacific Kansas City Limited
|
| |
Clean Harbors, Inc.
|
| |
Fortive Corporation
|
|
|
Herc Holdings Inc.
|
| |
Iron Mountain Inc.
|
| |
J.B. Hunt Transport Services, Inc.
|
| |
Republic Services, Inc.
|
|
|
Ryder System, Inc.
|
| |
Summit Materials, Inc.
|
| |
TFI International Inc.
|
| |
TransDigm Group Incorporated
|
|
|
United Rentals, Inc.
|
| |
W.W. Grainger, Inc.
|
| |
Waste Connections, Inc.
|
| |
Waste Management, Inc.
|
|
|
WSP Global Inc.
|
| | | | | | | | | |
|
Type of Fees
|
| |
Fiscal 2023
|
| |
Fiscal 2022
|
| ||||||
| Executive Compensation-Related Fees | | | | $ | 194,630 | | | | | $ | 6,799 | | |
| All Other Fees | | |
–
|
| |
–
|
| ||||||
| Total Fees Paid | | | | $ | 194,630 | | | | | $ | 6,799 | | |
|
Performance Measure
|
| |
Target
|
| |
Achieved
Results |
| |
Multiplier
|
| |
Weighting
|
| |
Payout
(% of target incentive) |
| |||||||||
| Adjusted EBITDA | | |
$1,963.5 million
|
| |
$2,003.7 million
|
| | | | 1.410 | | | | | | 40.0% | | | | | | 56.4% | | |
| Adjusted Free Cash Flow | | |
$611.8 million
|
| |
$701.2 million
|
| | | | 2.000 | | | | | | 40.0% | | | | | | 80.0% | | |
| Non-Financial Achievements | | |
See below
|
| |
See below
|
| | | | 2.000 | | | | | | 20.0% | | | | | | 40.0% | | |
| Total | | | | | | | | | | | | | | | | | | | | | | | 176.4% | | |
|
Name
|
| | |
Ownership Guidelines
|
| | |
Share Ownership
(Multiple of Annual Base Salary)(1) |
|
| Patrick Dovigi | | | |
5 x annual base salary
|
| | |
286x
|
|
| Luke Pelosi | | | |
3 x annual base salary
|
| | |
28x
|
|
| Greg Yorston | | | |
3 x annual base salary
|
| | |
20x
|
|
| Mindy Gilbert | | | |
3 x annual base salary
|
| | |
9x
|
|
| Elizabeth Joy Grahek | | | |
3 x annual base salary
|
| | |
7x
|
|
| | | | | | | | | | | | | | | | | | | | | |
Non-equity Incentive
Plan Compensation ($) |
| | | | | | | | | | | | | | | | |||||||||
| Name and Principal Position |
| |
Year
|
| |
Salary
($) |
| |
Share-
Based Awards ($)(1) |
| |
Option
Based Awards ($)(2) |
| |
Annual
Incentive Plan |
| |
Long-
term Incentive Plans |
| |
Pension
Value Compensation ($)(3) |
| |
All Other
Compensation ($)(4) |
| |
Total
($) |
| ||||||||||||||||||
|
Patrick Dovigi
President and Chief Executive Officer |
| | | | 2023 | | | | | | 2,110,299 | | | |
36,436,161
|
| |
–
|
| | | | 7,801,774 | | | | | | – | | | | | | – | | | |
22,116,753
|
| | | | 68,464,987 | | |
| | | 2022 | | | | | | 2,103,786 | | | |
–
|
| |
–
|
| | | | 8,771,948 | | | | | | – | | | | | | – | | | |
5,946,305
|
| | | | 16,822,039 | | | |||
| | | 2021 | | | | | | 1,973,298 | | | |
–
|
| |
31,518,243
|
| | | | 6,023,159 | | | | | | – | | | | | | – | | | |
3,925,898
|
| | | | 43,440,598 | | | |||
|
Luke Pelosi
Executive Vice President and Chief Financial Officer |
| | | | 2023 | | | | | | 933,191 | | | |
3,306,349
|
| |
–
|
| | | | 1,626,147 | | | | | | – | | | | | | – | | | |
352,632
|
| | | | 6,218,319 | | |
| | | 2022 | | | | | | 874,682 | | | |
–
|
| |
–
|
| | | | 1,828,198 | | | | | | – | | | | | | – | | | |
215,605
|
| | | | 2,918,484 | | | |||
| | | 2021 | | | | | | 822,527 | | | |
–
|
| |
6,857,758
|
| | | | 1,673,750 | | | | | | – | | | | | | – | | | |
88,658
|
| | | | 9,442,693 | | | |||
|
Greg Yorston
Executive Vice President and Chief Operating Officer, Solid Waste |
| | | | 2023 | | | | | | 933,191 | | | |
2,645,088
|
| |
–
|
| | | | 1,626,147 | | | | | | – | | | | | | – | | | |
124,410
|
| | | | 5,328,836 | | |
| | | 2022 | | | | | | 874,682 | | | |
–
|
| |
–
|
| | | | 1,828,198 | | | | | | – | | | | | | – | | | |
–
|
| | | | 2,702,879 | | | |||
| | | 2021 | | | | | | 831,380 | | | |
–
|
| |
4,438,796
|
| | | | 1,673,750 | | | | | | – | | | | | | – | | | |
–
|
| | | | 6,943,925 | | | |||
|
Mindy Gilbert
Executive Vice President and Chief Legal Officer |
| | | | 2023 | | | | | | 640,607 | | | |
1,917,709
|
| |
–
|
| | | | 1,146,600 | | | | | | – | | | | | | – | | | |
–
|
| | | | 3,704,916 | | |
| | | 2022 | | | | | | 551,369 | | | |
–
|
| |
–
|
| | | | 1,106,686 | | | | | | – | | | | | | – | | | |
–
|
| | | | 1,658,055 | | | |||
| | | 2021 | | | | | | 537,921 | | | |
428,792
|
| |
3,447,021
|
| | | | 811,800 | | | | | | – | | | | | | – | | | |
–
|
| | | | 5,225,534 | | | |||
|
Elizabeth Joy Grahek
Executive Vice President, Strategic Initiatives |
| | | | 2023 | | | | | | 613,048 | | | |
1,587,078
|
| |
–
|
| | | | 1,067,220 | | | | | | – | | | | | | – | | | |
–
|
| | | | 3,267,346 | | |
| | | 2022 | | | | | | 451,477 | | | |
–
|
| |
–
|
| | | | 1,206,080 | | | | | | – | | | | | | – | | | |
–
|
| | | | 1,657,557 | | | |||
| | | 2021 | | | | | | 440,728 | | | |
500,603
|
| |
2,805,996
|
| | | | 665,123 | | | | | | – | | | | | | – | | | |
–
|
| | | | 4,412,450 | | |
| | | |
Option-Based Awards(1)
|
| |
Share-Based Awards
|
| |||||||||||||||||||||||||||||||||||||||
|
Name
|
| |
Grant Date
(dd-mm-yyyy) |
| |
Number of
Securities Underlying Unexercised Options (#) |
| |
Option
Exercise Price ($)(2) |
| |
Option
Expiration Date (dd-mm-yyyy) |
| |
Value of
Unexercised In-the-Money Option ($)(3) |
| |
Number of
Shares or Units of Shares that have Not Vested (#) |
| |
Market or
Payout Value of Share-Based Awards that have Not Vested ($)(4) |
| |
Market or
Payout Value of Vested Share-Based Awards Not Paid Out or Distributed ($) |
| |||||||||||||||||||||
|
Patrick Dovigi
|
| | | | 29-06-2021 | | | | | | 3,387,000 | | | | | | 43.65 | | | | | | 28-06-2031 | | | | | | 6,740,130 | | | |
487,035
|
| |
22,228,277
|
| |
–
|
| ||||||
| | | 29-06-2021 | | | | | | 3,387,000 | | | | | | 43.65 | | | | | | 28-06-2031 | | | | | | 6,740,130 | | | | | | | | | | | | | | | | | | |||
| | | 05-03-2020 | | | | | | 175,591 | | | | | | 30.16 | | | | | | 05-03-2030 | | | | | | 2,718,149 | | | | | | | | | | | | | | | | | | |||
| | | 05-03-2020 | | | | | | 3,437,557 | | | | | | 36.19 | | | | | | 05-03-2030 | | | | | | 32,484,914 | | | | | | | | | | | | | | | | | | |||
| | | 05-03-2020 | | | | | | 3,437,557 | | | | | | 43.42 | | | | | | 05-03-2030 | | | | | | 7,631,377 | | | | | | | | | | | | | | | | | | |||
| | | 05-03-2020 | | | | | | 3,437,557 | | | | | | 52.11 | | | | | | 05-03-2030 | | | |
–
|
| | | | | | | | | | | | | | | | ||||||
|
Luke Pelosi
|
| | | | 29-06-2021 | | | | | | 567,000 | | | | | | 43.65 | | | | | | 28-06-2031 | | | | | | 1,128,330 | | | |
–
|
| |
–
|
| |
–
|
| ||||||
| | | 29-06-2021 | | | | | | 567,000 | | | | | | 43.65 | | | | | | 28-06-2031 | | | | | | 1,128,330 | | | | | | | | | | | | | | | | | | |||
| | | 05-03-2020 | | | | | | 245,540 | | | | | | 25.13 | | | | | | 05-03-2030 | | | | | | 5,036,025 | | | | | | | | | | | | | | | | | | |||
| | | 05-03-2020 | | | | | | 245,540 | | | | | | 30.16 | | | | | | 05-03-2030 | | | | | | 3,800,959 | | | | | | | | | | | | | | | | | | |||
| | | 05-03-2020 | | | | | | 245,540 | | | | | | 36.19 | | | | | | 05-03-2030 | | | | | | 2,320,353 | | | | | | | | | | | | | | | | | | |||
| | | 05-03-2020 | | | | | | 245,540 | | | | | | 43.42 | | | | | | 05-03-2030 | | | | | | 545,099 | | | | | | | | | | | | | | | | | | |||
| | | 05-03-2020 | | | | | | 245,540 | | | | | | 52.11 | | | | | | 05-03-2030 | | | |
–
|
| | | | | | | | | | | | | | | | ||||||
|
Greg Yorston
|
| | | | 29-06-2021 | | | | | | 367,000 | | | | | | 43.65 | | | | | | 28-06-2031 | | | | | | 730,330 | | | |
–
|
| |
–
|
| |
–
|
| ||||||
| | | 29-06-2021 | | | | | | 367,000 | | | | | | 43.65 | | | | | | 28-06-2031 | | | | | | 730,330 | | | | | | | | | | | | | | | | | | |||
| | | 05-03-2020 | | | | | | 98,216 | | | | | | 25.13 | | | | | | 05-03-2030 | | | | | | 2,014,410 | | | | | | | | | | | | | | | | | | |||
| | | 05-03-2020 | | | | | | 98,216 | | | | | | 30.16 | | | | | | 05-03-2030 | | | | | | 1,520,384 | | | | | | | | | | | | | | | | | | |||
| | | 05-03-2020 | | | | | | 98,216 | | | | | | 36.19 | | | | | | 05-03-2030 | | | | | | 928,141 | | | | | | | | | | | | | | | | | | |||
| | | 05-03-2020 | | | | | | 98,216 | | | | | | 43.42 | | | | | | 05-03-2030 | | | | | | 218,040 | | | | | | | | | | | | | | | | | | |||
| | | 05-03-2020 | | | | | | 98,216 | | | | | | 52.11 | | | | | | 05-03-2030 | | | |
–
|
| | | | | | | | | | | | | | | | ||||||
|
Mindy Gilbert
|
| | | | 29-06-2021 | | | | | | 285,000 | | | | | | 43.65 | | | | | | 28-06-2031 | | | | | | 567,150 | | | | | | 1,490 | | | | | | 68,004 | | | |
–
|
|
| | | 29-06-2021 | | | | | | 285,000 | | | | | | 43.65 | | | | | | 28-06-2031 | | | | | | 567,150 | | | | | | | | | | | | | | | | | | |||
| | | 05-03-2020 | | | | | | 49,108 | | | | | | 25.13 | | | | | | 05-03-2030 | | | | | | 1,007,205 | | | | | | | | | | | | | | | | | | |||
| | | 05-03-2020 | | | | | | 49,108 | | | | | | 30.16 | | | | | | 05-03-2030 | | | | | | 760,192 | | | | | | | | | | | | | | | | | | |||
| | | 05-03-2020 | | | | | | 49,108 | | | | | | 36.19 | | | | | | 05-03-2030 | | | | | | 464,071 | | | | | | | | | | | | | | | | | | |||
| | | 05-03-2020 | | | | | | 49,108 | | | | | | 43.42 | | | | | | 05-03-2030 | | | | | | 109,020 | | | | | | | | | | | | | | | | | | |||
| | | 05-03-2020 | | | | | | 49,108 | | | | | | 52.11 | | | | | | 05-03-2030 | | | |
–
|
| | | | | | | | | | | | | | | | ||||||
|
Elizabeth Joy Grahek
|
| | | | 29-06-2021 | | | | | | 232,000 | | | | | | 43.65 | | | | | | 28-06-2031 | | | | | | 461,680 | | | | | | 3,556 | | | | | | 162,296 | | | |
–
|
|
| | | 29-06-2021 | | | | | | 232,000 | | | | | | 43.65 | | | | | | 28-06-2031 | | | | | | 461,680 | | | | | | | | | | | | | | | | | |
|
Name
|
| |
Option-Based Awards –
Value vested during the year ($)(1) |
| |
Share-Based Awards –
Value vested during the year ($)(2) |
| |
Non-equity
incentive plan compensation – Value earned during the year ($) |
| |||||||||
| Patrick Dovigi | | | | | 21,095,820 | | | | | | 33,068,340 | | | | | | 7,801,774 | | |
| Luke Pelosi | | | | | 1,555,558 | | | | | | 3,595,229 | | | | | | 1,626,147 | | |
| Greg Yorston | | | | | 622,223 | | | | | | 3,128,326 | | | | | | 1,626,147 | | |
| Mindy Gilbert | | | | | 311,112 | | | | | | 2,492,300 | | | | | | 1,146,600 | | |
| Elizabeth Joy Grahek | | |
–
|
| | | | 2,353,848 | | | | | | 1,067,220 | | |
|
Name
|
| |
Event
|
| |
Severance
($)(1) |
| |
Acceleration of
Equity Based Awards ($) |
| |
Total
($)(2) |
| |||||||||
|
Patrick Dovigi
|
| |
Termination without cause or resignation for good reason
|
| | | | 37,049,978(3)(4) | | | | | | 61,906,277(5) | | | | | | 98,956,255 | | |
| Termination with cause or resignation without good reason | | |
–
|
| |
–
|
| |
–
|
| ||||||||||||
| Termination upon death | | | | | | | | | | | 61,906,277 (5) | | | | | | 61,906,277 | | | |||
|
Luke Pelosi
|
| |
Termination without cause or resignation for good reason
|
| | | | 6,290,181(3)(4) | | | | | | 10,464,599(5) | | | | | | 16,754,780 | | |
|
Termination with cause or resignation without good reason
|
| |
–
|
| |
–
|
| |
–
|
| ||||||||||||
| Termination upon death | | |
–
|
| | | | 10,464,599(5) | | | | | | 10,464,599 | | | ||||||
|
Greg Yorston
|
| |
Termination without cause or resignation for good reason
|
| | | | 6,290,181(3)(4) | | | | | | 8,153,640(5) | | | | | | 14,443,821 | | |
| Termination with cause or resignation without good reason | | |
–
|
| |
–
|
| |
–
|
| ||||||||||||
| Termination upon death | | |
–
|
| | | | 8,153,640(5) | | | | | | 8,153,640 | | | ||||||
|
Mindy Gilbert
|
| |
Termination without cause or resignation for good reason
|
| | | | 3,849,700(3)(4) | | | | | | 5,136,773(5) | | | | | | 8,986,473 | | |
| Termination with cause or resignation without good reason | | |
–
|
| |
–
|
| |
–
|
| ||||||||||||
| Termination upon death | | |
–
|
| | | | 5,136,773(5) | | | | | | 5,136,773 | | | ||||||
|
Elizabeth Joy Grahek
|
| |
Termination without cause or resignation for good reason
|
| | | | 3,702,299(3)(4) | | | | | | 4,923,656(5) | | | | | | 8,625,955 | | |
| Termination with cause or resignation without good reason | | |
–
|
| |
–
|
| |
–
|
| ||||||||||||
| Termination upon death | | |
–
|
| | | | 4,923,656(5) | | | | | | 4,923,656 | | |
|
Plan Category
|
| | |
Number of
securities to be issued upon exercise of outstanding options, warrants and rights (a) |
| | |
Weighted-
average exercise price of outstanding options, warrants and rights (b) |
| | |
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
| ||||
|
Equity compensation plans approved by shareholders
|
| | |
LTIP
|
| | |
22,278,582 Options
2,311,761 RSUs |
| | |
$43.10
– |
| | |
12,435,411
|
|
|
DSU Plan
|
| | |
90,533 DSUs
|
| | |
–
|
| | |||||||
|
Equity compensation plans not approved by shareholders
|
| | |
–
|
| | |
–
|
| | |
–
|
| ||||
|
Total
|
| | |
24,680,876
|
| | |
$43.10
|
| | |
12,435,411
|
|
|
Fiscal Year
|
| | |
Number of
Awards Granted |
| | |
Weighted Average
Number of Shares |
| | |
Annual Burn
Rate(1) |
| ||||
|
2023
|
| | |
LTIP(2)
|
| | |
2,581,840
|
| | |
369,872,915
|
| | |
0.70%
|
|
|
DSU Plan(3)
|
| | |
29,573
|
| | |
0.01%
|
| ||||||||
|
2022
|
| | |
LTIP(2)
|
| | |
975,801
|
| | |
342,022,313
|
| | |
0.29%
|
|
|
DSU Plan(3)
|
| | |
28,424
|
| | |
0.01%
|
| ||||||||
|
2021
|
| | |
LTIP(2)
|
| | |
10,435,393
|
| | |
332,041,034
|
| | |
3.14%
|
|
|
DSU Plan(3)
|
| | |
20,206
|
| | |
0.01%
|
|
|
•
Mandate of the Board
•
Majority Voting Policy
•
Charters of our Board committees, including the Audit Committee and the NGC Committee
•
Corporate Governance Guidelines
•
Diversity Policy
|
| |
•
Code of Ethics
•
Clawback Policy
•
Whistleblower Policy
•
Disclosure Policy
•
Share Ownership Guidelines
•
Anti-Corruption Policy
|
|
| | | |
Director
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Experience and Skills
|
| |
Dino
Chiesa |
| |
Patrick
Dovigi |
| |
Violet
Konkle |
| |
Sandra
Levy |
| |
Jessica
McDonald |
| |
Arun
Nayar |
| |
Paolo
Notarnicola |
| |
Ven
Poole |
| |
Blake
Sumler |
| |
Raymond
Svider |
| ||||||||||||||||||||||||||||||
|
Strategic Planning
|
| | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | |
|
M&A
|
| | | | ✓ | | | | | | ✓ | | | | | | | | | | | | ✓ | | | | | | | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | |
|
Environmental
Services or Regulated Industry |
| | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | |
|
C-Suite-Public Company
|
| | | | ✓ | | | | | | | | | | | | ✓ | | | | | | ✓ | | | | | | | | | | | | ✓ | | | | | | | | | | | | ✓ | | | | | | | | | | | | ✓ | | |
|
Governance / Board Experience
|
| | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | |
|
Risk Management
|
| | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | |
|
Financial / Accounting
|
| | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | | | | | | | | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | |
|
Capital Markets
|
| | | | ✓ | | | | | | ✓ | | | | | | | | | | | | | | | | | | | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | |
|
Environmental, Social and Governance
|
| | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | | | |
|
Operations & Management
|
| | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | |
|
Information
Technology & Cybersecurity |
| | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | | | | | | | | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | |
|
Privacy & Security
|
| | | | ✓ | | | | | | ✓ | | | | | | | | | | | | ✓ | | | | | | ✓ | | | | | | | | | | | | | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | |
|
Climate-related Topics
|
| | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | | | | | | | | | | | | | ✓ | | | | | | ✓ | | | | | | | | |
|
Name
|
| |
Type of
Ownership |
| |
Number of
Multiple Voting Shares |
| |
Percentage
of Outstanding Multiple Voting Shares |
| |
Number of
Subordinate Voting Shares |
| |
Percentage
of Outstanding Subordinate Voting Shares |
| |
Number of
Convertible Preferred Shares |
| |
Percentage
of Outstanding Convertible Preferred Shares |
| |
Percentage
of Total Voting Rights |
| |||||||||||||||||||||
| BC Partners(1) | | | | | Beneficial | | | |
–
|
| | | | – | | | | | | 90,367,940 | | | | | | 24.8% | | | | | | – | | | | | | – | | | | | | 17.5% | | |
| Ontario Teachers(2) | | | | | Beneficial | | | |
–
|
| | | | – | | | | | | 35,357,367 | | | | | | 9.7% | | | | | | – | | | | | | – | | | | | | 6.8% | | |
| Dovigi Group(3) | | | | | Beneficial | | | |
11,812,964
|
| | | | 100% | | | | | | 8,329,565 | | | | | | 2.2% | | | | | | – | | | | | | – | | | | | | 24.1% | | |
| Updated: | | | February 8, 2023 | |
|
Approved by:
|
| | Board of Directors of the Company | |
| Updated: | | | February 7, 2024 | |
|
Approved by:
|
| | Audit Committee Board of Directors of the Company |
|
VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK! To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below. If you vote by telephone or the Internet, DO NOT mail back this proxy. Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy. GFL ENVIRONMENTAL INC. Form of Proxy - Annual General Meeting to be held on May 15, 2024 01Z8VA This Form of Proxy is solicited by and on behalf of Management. Fold Fold CONTROL NUMBER Notes to proxy 1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse). 2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated. 3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy. 4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management. 5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management. 6. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly. 7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law. 8. This proxy should be read in conjunction with the accompanying documentation provided by Management. Proxies submitted must be received by 10:00 a.m., Eastern Time, on May 13, 2024. If the Annual General Meeting is adjourned or postponed, proxies submitted must be received not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, before the commencement of such adjourned or postponed meeting. • Call the number listed BELOW from a touch tone telephone. • Go to the following web site: www.investorvote.com • Smartphone? Scan the QR code to vote now. • You can enroll to receive future securityholder communications electronically by visiting www.investorcentre.com. • You can attend the meeting virtually by visiting the URL provided on the back of this document. 8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com To Vote Using the Telephone To Vote Using the Internet To Receive Documents Electronically To Virtually Attend the Meeting Mr A Sample Designation (if any) Add1 Add2 add3 add4 add5 add6 C1234567890 IND 000001 SUBORDINATE VOTING CPUQC01.E.INT/000001/i1234 123456789012345 Holder Account Number Security Class 1-866-732-VOTE (8683) Toll Free |
364425 01Z8WA Fold Fold AR1 Interim Financial Statements – Mark this box if you would like to receive Interim Financial Statements and accompanying Management’s Discussion and Analysis by mail. Annual Financial Statements – Mark this box if you would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail. If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist. Signature of Proxyholder I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management. MM / DD / YY Signature(s) Date 01. Patrick Dovigi For Withhold 04. Arun Nayar 02. Dino Chiesa For Withhold 05. Paolo Notarnicola 03. Violet Konkle For Withhold 06. Ven Poole 2. Appointment of Auditor Appointment of KPMG LLP as Auditor of the Company until the next Annual General Meeting and authorizing the Directors to fix their remuneration. For Withhold 3. Consideration of Company Approach to Executive Compensation Approval of advisory non-binding resolution on the Company’s approach to executive compensation. For Against 07. Blake Sumler 10. Sandra Levy 08. Raymond Svider 09. Jessica McDonald 1. Election of Directors I/We being holder(s) of securities of GFL Environmental Inc. (the “Company”) hereby appoint: Patrick Dovigi, President and Chief Executive Officer, or failing this person, Luke Pelosi, Executive Vice President and Chief Financial Officer (the “Management Nominees”) Appointment of Proxyholder OR as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual General Meeting of shareholders of the Company to be held online at https://web.lumiagm.com/404558653, Password: gfl2024, on May 15, 2024 at 10:00 a.m., Eastern Time, and at any adjournment or postponement thereof. VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES. Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein. Note: If completing the appointment box above YOU MUST go to http://www.computershare.com/GFL and provide Computershare with the name and email address of the person you are appointing. Computershare will use this information ONLY to provide the appointee with a user name to gain entry to the online meeting. C1234567890 XXX 123 MR SAM SAMPLE ZGFQ XXXX 999999999999 |
01Z8TC Fold Fold Have questions about this notice? Call the Toll Free Number below or scan the QR code to find out more Toll Free 1-866-964-0492 www.computershare.com/ noticeandaccess Notice of Availability of Proxy Materials for GFL ENVIRONMENTAL INC. Annual General Meeting Meeting Date and Location: When: May 15, 2024 Where: Online at https://web.lumiagm.com/404558653, 10:00 am (Eastern Time) Password: gfl2024 You are receiving this notice to advise that the proxy materials for the above noted securityholders’ meeting are available on the Internet. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We remind you to access and review all of the important information contained in the information circular and other proxy materials before voting. The information circular and other relevant materials are available at: http://investors.gflenv.com OR www.sedarplus.ca GFL ENVIRONMENTAL INC. How to Obtain Paper Copies of the Proxy Materials Securityholders may request to receive paper copies of the current meeting materials by mail at no cost. Requests for paper copies may be made using your Control Number as it appears on your enclosed Voting Instruction Form or Proxy. To ensure you receive the materials in advance of the voting deadline and meeting date, all requests must be received no later than May 1, 2024. If you do request the current materials, please note that another Voting Instruction Form/Proxy will not be sent; please retain your current one for voting purposes. For more information regarding notice-and-access you may contact our transfer agent Computershare Investor Services Inc. at 1-866-964-0492. Shareholders may request to receive a paper copy of the meeting materials for up to one year from the date the materials were filed on www.sedarplus.ca. For Holders with a 15 digit Control Number: Request materials by calling Toll Free, within North America - 1-866-962-0498 or direct, from Outside of North America - (514) 982-8716 and entering your control number as indicated on your Voting Instruction Form or Proxy. For Holders with a 16 digit Control Number: Request materials by calling Toll Free, within North America - 1-877-907-7643 or direct, from Outside of North America - (303) 562-9305 and entering your control number as indicated on your Voting Instruction Form. To obtain paper copies of the materials after the meeting date, please contact GFL Environmental Inc. by calling (905) 326-0101 Ext. 60865 or by emailing ir@gflenv.com. |
01Z8UA Fold Fold Securityholder Meeting Notice The resolutions to be voted on at the meeting are listed below along with the Sections within the Information Circular where disclosure regarding the matter can be found. 1. Election of Directors - Shareholders will be asked to elect directors for the ensuing year. Information respecting the election of directors may be found in the Information Circular under “Proposal 1 - Election of Directors”. 2. Appointment of Auditor - Shareholders will be asked to appoint KPMG LLP as auditor of GFL Environmental Inc., to hold office until the next annual meeting of the shareholders, at such remuneration to be determined by the board of directors. Information respecting the appointment of auditor may be found in the Information Circular under “Proposal 2 - Appointment of Independent Auditor”. 3. Consideration of Company Approach to Executive Compensation - Shareholders will be asked to consider an advisory non-binding resolution on GFL Environmental Inc.’s approach to executive compensation. Information may be found in the Information Circular under “Proposal 3 - Advisory Vote on Executive Compensation”. Annual Financial statement delivery • No Annual Report (or Annual Financial Statements) is (are) included in this mailing Voting PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your securities you must vote using the methods reflected on your enclosed Voting Instruction Form or Proxy. Your Proxy or Voting Instruction Form must be received by May 13, 2024 at 10:00 a.m. (Eastern Time). PLEASE VIEW THE INFORMATION CIRCULAR PRIOR TO VOTING |