UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.  )

 

Check the appropriate box:

WASTE CONNECTIONS, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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The Woodlands, Texas
April 1, 2014

Dear Stockholders:

You are cordially invited to attend the Waste Connections, Inc. Annual Meeting of Stockholders on Friday, May 16, 2014, at 10:00 a.m. (Central Daylight Time). The annual meeting will be held at Waste Connections’ corporate headquarters at 3 Waterway Square Place, Suite 110, The Woodlands, Texas 77380. Directions to Waste Connections’ corporate headquarters appear on the back cover of this notice of annual meeting and proxy statement.

The matters to be acted upon are described in the accompanying notice of annual meeting and proxy statement. As always, we are looking forward to meeting our stockholders in person, and responding to any questions you may have about the company.

YOUR VOTE IS VERY IMPORTANT.  Whether or not you plan to attend the Annual Meeting of Stockholders, we urge you to vote and submit your proxy in order to ensure the presence of a quorum. You may do so by returning your proxy card by mail or, pursuant to instructions you receive from your bank or broker, by using the Internet or your telephone. If you attend the annual meeting, you will have the right to revoke any proxy you previously submitted and vote your shares in person.

Very truly yours,

Ronald J. Mittelstaedt
Chief Executive Officer and Chairman

Waste Connections, Inc.
 
3 Waterway Square Place, Suite 110
The Woodlands, Texas 77380

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The Annual Meeting of Stockholders of Waste Connections, Inc. will be held on Friday, May 16, 2014, at 10:00 a.m. (Central Daylight Time). The annual meeting will be held at Waste Connections’ corporate headquarters at 3 Waterway Square Place, Suite 110, The Woodlands, Texas 77380, for the following purposes:

Only stockholders of record of Waste Connections common stock at the close of business on March 17, 2014, are entitled to receive notice of and to vote at the Annual Meeting of Stockholders or any adjournment thereof.

Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be Held on May 16, 2014

Our 2014 Proxy Materials and Annual Report to Stockholders for the 2013 fiscal year
are available at http://wasteconnections.investorroom.com/proxy-information.

Stockholders of record may vote their proxies by signing, dating and returning a proxy card. If your shares are held in the name of a bank or broker, you may be able to vote on the Internet or by telephone. Please follow the instructions on the form you receive. The method by which you decide to vote will not limit your right to vote at the Annual Meeting of Stockholders. If you later decide to attend the Annual Meeting of Stockholders, you may revoke your previously submitted proxy and vote your shares in person.

By Order of the Board of Directors,

Patrick J. Shea
Secretary

April 1, 2014

Your vote is important.  Whether or not you plan to attend the Annual Meeting of Stockholders, we urge you to vote and submit your proxy as promptly as possible in order to ensure your representation at the annual meeting.

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PROXY STATEMENT
 
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PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS			1
GENERAL INFORMATION			1
About this Proxy Statement			1
Who May Vote			1
Voting and Revocation			1
How Proxies Work			2
Quorum			2
Required Vote			2
Attending in Person			3
Counting the Vote			3
Forward-Looking Statements			3
PROPOSAL 1 — ELECTION OF DIRECTOR			4
CORPORATE GOVERNANCE AND BOARD MATTERS			8
Corporate Governance Guidelines, Committee Charters and Code of Conduct and Ethics			8
Board of Directors and Committees			8
The Board’s Role in Oversight of Risk			9
Director Independence; Lead Independent Director			9
Independence of Committee Members			11
Our Director Nomination Process			11
Majority Voting for Directors			12
Communications with the Board			12
Compensation Committee Interlocks and Insider Participation			13
Compensation of Non-Employee Directors for Fiscal Year 2013			13
Non-Employee Directors’ Equity Ownership			14
PRINCIPAL STOCKHOLDERS			15
EXECUTIVE COMPENSATION			17
Compensation Discussion and Analysis			17
Compensation Committee Report			31
COMPENSATION RISK ASSESSMENT			32
SUMMARY COMPENSATION TABLE			33
GRANTS OF PLAN BASED AWARDS IN FISCAL YEAR 2013			35
OUTSTANDING EQUITY AWARDS AT 2013 FISCAL YEAR-END			36
OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2013			37
PENSION BENEFITS IN FISCAL YEAR 2013			37
NONQUALIFIED DEFERRED COMPENSATION IN FISCAL YEAR 2013			37
EQUITY COMPENSATION PLAN INFORMATION			39
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL			41
Severance Arrangements in Effect in 2013			41
Potential Payments Tables			44
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			50
Review, Approval or Ratification of Transactions with Related Persons			50
AUDIT COMMITTEE REPORT			52
PROPOSAL 2 — APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			53
Pre-Approval Policies and Procedures			54
PROPOSAL 3 — ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION ("SAY ON PAY")			55

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PROPOSAL 4 — APPROVAL OF ADOPTION OF THE 2014 INCENTIVE AWARD PLAN			57
OTHER INFORMATION			68
Section 16(a) Beneficial Ownership Reporting Compliance			68
Stockholder Proposals for 2015 Annual Meeting of Stockholders			68
Annual Report to Stockholders and Form 10-K			68
Other Business			68
Appendices
Appendix A — Waste Connections, Inc. 2014 Incentive Award Plan			A-1

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Waste Connections, Inc.
 
3 Waterway Square Place, Suite 110
The Woodlands, Texas 77380

PROXY STATEMENT
FOR THE
ANNUAL MEETING OF STOCKHOLDERS
 
GENERAL INFORMATION

About this Proxy Statement

We sent you these proxy materials because our Board of Directors is soliciting your proxy to vote your shares at the Annual Meeting of Stockholders of Waste Connections, Inc., or the company. This proxy statement includes information that we are required to provide to you under the rules of the Securities and Exchange Commission, or the SEC, and that is designed to assist you in voting your shares.

We will bear the costs of soliciting proxies from our stockholders. In addition to soliciting proxies by mail, our directors, officers and employees, without receiving additional compensation, may solicit proxies by telephone or in person.

Under the Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders over the Internet, we have elected to deliver our proxy materials to the majority of our stockholders over the Internet. This delivery process allows us to provide stockholders with the information they need electronically, which is more environmentally friendly and reduces our costs to print and distribute these materials. On or about April 3, 2014, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials, or the Notice, containing instructions on how to access our proxy statement for our 2014 Annual Meeting of Stockholders and Annual Report to Stockholders for the fiscal year 2013. The Notice also provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of the proxy materials by mail. We will not mail the Notice to stockholders who have previously elected to receive a paper copy of the proxy materials. On or about April 3, 2014, we will also first mail this proxy statement and a proxy card to certain stockholders.

The Securities and Exchange Commission permits us to deliver a single Notice to one address shared by two or more stockholders. This delivery method is referred to as “householding” and helps reduce our printing costs and postage fees. Under this procedure, we deliver a single package containing Notices to multiple stockholders who share an address. If you do not wish to participate in householding in the future, and prefer to receive separate Notices, please contact: Broadridge Financial Solutions, Attention Householding Department, 51 Mercedes Way, Edgewood, NY 11717, telephone 1-800-542-1061. If you are currently receiving multiple Notices and wish to receive only one Notice for your household, please contact Broadridge. If you wish to receive a separate copy of this proxy statement and our Annual Report, please send a written request to the Secretary of Waste Connections, Inc., 3 Waterway Square Place, Suite 110, The Woodlands, Texas 77380.

Who May Vote

Every holder of Waste Connections common stock, as recorded in our stock register at the close of business on March 17, 2014, may vote at the annual meeting. As of March 17, 2014, 123,947,441 shares of our common stock were outstanding and entitled to vote. Each stockholder of record is entitled to one vote for each share of our common stock held by the stockholder.

Voting and Revocation

You may receive more than one proxy card and/or Notice depending on how you hold your shares. You should complete and return each proxy card or other voting instruction request provided to you.

Registered Holders

If you are a registered holder of our common stock as of the record date, you will be able to vote your proxy by mail by signing, dating and mailing a proxy card in the postage-paid envelope provided. You may also attend the annual meeting and vote in person.

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Even if you vote your proxy by mailing a proxy card, you may revoke your proxy and cast a new vote at the annual meeting, if we are able to verify that you are a registered holder of our common stock, by filing a notice revoking the prior proxy and then voting in person. You may also change your vote before the annual meeting by properly submitting another proxy bearing a later date or by delivering a letter revoking the proxy to our Corporate Secretary at: Waste Connections, Inc., 3 Waterway Square Place, Suite 110, The Woodlands, Texas 77380. The proxy with the latest date properly submitted by you before voting is closed at the annual meeting will be counted.

Shares Held in Street Name

If you have selected a broker, bank or other intermediary to hold your shares rather than having them directly registered in your name with our transfer agent, Wells Fargo Bank, N.A., you will receive instructions from your broker, bank or other intermediary on the procedure to follow to vote your shares. Your broker, bank or other intermediary also may permit you to vote your proxy by telephone or the Internet. Please be aware that beneficial owners of shares held by brokers, banks or other intermediaries may not vote their shares in person at the annual meeting unless they first obtain a written authorization to do so from their broker, bank or other intermediary and can only change or revoke previously issued voting instructions pursuant to instructions provided by their broker, bank or other intermediary. We urge you to vote by following the instructions of your broker, bank or other intermediary.

How Proxies Work

Our Board of Directors is asking for your proxy. Giving us your proxy means that you authorize us to vote your shares at the annual meeting in the manner you direct.

If you sign your proxy card but do not give voting instructions, we will vote your shares as follows:

For any other matters that may properly come before the annual meeting, your shares will be voted at the discretion of the proxy holders. You may vote for or against our director nominee. You may also vote for or against the other proposals, or you may abstain from voting.

Quorum

In order to carry on the business of the annual meeting, we must have a quorum. This means that at least a majority of the outstanding shares entitled to vote as of the close of business on the record date must be present at the annual meeting, either by proxy or in person.

Abstentions and broker non-votes are counted as present and entitled to vote at the annual meeting for purposes of determining whether we have a quorum. A broker non-vote occurs when a broker signs and returns a proxy but does not vote on a particular proposal because the broker does not have discretionary voting power for that particular item and has not received voting instructions from the beneficial owner.

Required Vote

The affirmative vote of a majority of the votes cast by holders of the shares present, either in person or by proxy, and entitled to vote is required for the election of the director nominee.

The ratification of the appointment of the independent registered public accounting firm requires the affirmative vote of a majority of the shares present, either by proxy or in person, and entitled to vote.

The affirmative vote of a majority of the shares present, either by proxy or in person, and entitled to vote, is required to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement.

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The affirmative vote of a majority of the votes cast by holders of the shares present, either in person or by proxy, and entitled to vote is required to approve the adoption of our 2014 Incentive Award Plan.

Except with respect to the election of our director nominee, abstentions have the same effect as a vote against a matter because they are considered present and entitled to vote, but are not voted. Broker non-votes, if any, will not be counted as entitled to vote, but will count for purposes of determining whether or not a quorum is present. So long as a quorum is present, abstentions and broker non-votes will have no effect on the outcome of the vote for the election of our director nominee.

Attending in Person

Only stockholders, their proxy holders and our invited guests may attend the annual meeting. If you plan to attend, please bring identification and, if you hold shares in street name, you should bring your bank or broker statement showing your beneficial ownership of our stock in order to be admitted to the annual meeting.

Counting the Vote

We will use an automated system administered by our transfer agent to tabulate the votes at the annual meeting. Under certain circumstances, a broker or other nominee may have discretionary authority to vote certain shares of common stock if the broker or nominee has not received instructions from the beneficial owner or other person entitled to vote.

Forward-Looking Statements

This proxy statement contains “forward-looking statements” (as defined in the Private Securities Litigation Reform Act of 1995). These statements are based on our current expectations and involve risks and uncertainties, which may cause results to differ materially from those set forth in the statements. The forward-looking statements may include statements regarding actions to be taken by us. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Forward-looking statements should be evaluated together with the many uncertainties that affect our business, particularly those mentioned in the risk factors in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2013, and in our periodic reports on Form 10-Q and Form 8-K filed with the SEC.

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PROPOSAL 1 — ELECTION OF DIRECTOR

Our Board of Directors is currently composed of five directors and is divided into three classes. One class is elected each year for a three-year term. Our Board of Directors has nominated Robert H. Davis for reelection to the Board of Directors to serve as a Class I Director until the Annual Meeting of Stockholders to be held in 2017 and until his successor has been duly elected and qualified. Proxies will be voted, unless otherwise indicated, for the reelection of Mr. Davis to the Board of Directors. Proxies will be voted in a discretionary manner if Mr. Davis is unable to serve. Mr. Davis is currently a director of Waste Connections.

Certain information about Mr. Davis and the directors serving in Class II and Class III, whose terms expire in future years, is set forth below.

Name, Background and Qualifications		Age		Director Since
Nominee for Class I Director for Term Expiring in 2017
Robert H. Davis has been the Managing Partner/President of Rubber Recovery Inc., a private, California-based scrap tire processing and recycling company, since July 2006. Mr. Davis is the conceptual founder and a member of the external advisory board of the Global Waste Research Institute at California Polytechnic State University (“Cal Poly”). He served as President of Waste Systems International, Inc., a turnkey solid waste management systems provider of environmentally acceptable solutions to developing countries, from November 2007 to 2009. From 2007 to 2010, he was a member of the board of effENERGY LLC, an alternative energy company. Prior to acquiring his ownership interest in Rubber Recovery Inc., Mr. Davis was President, Chief Executive Officer and a Director of GreenMan Technologies, Inc., a publicly traded tire shredding and recycling company, from 1997 to 2006. Prior to joining GreenMan, Mr. Davis served as Vice President of Recycling for Browning-Ferris Industries, Inc., from 1990 to 1997. A 40-year veteran of the solid waste and recycling industry, Mr. Davis has also held executive positions with Fibres International, Garden State Paper Company and SCS Engineers, Inc. Mr. Davis holds a B.S. degree in Mathematics from Cal Poly, has done graduate work at George Washington University in Solid Waste Management, and has engaged in continuing education at Stanford University Law School in Corporate Governance. In 2009, Mr. Davis was honored as Alumni of the Year for the College of Science/Mathematics at Cal Poly. Since 2008, Mr. Davis has served on the Dean’s Executive Advisory Committee for the College of Engineering, and since 2010, he has served on the Dean’s Executive Advisory Committee for the College of Science and Mathematics.		71		2001
We believe that Mr. Davis’ qualifications to serve on our Board of Directors include his past experience on our Board of Directors, his substantial experience in the solid waste and recycling industries, his considerable involvement in sustainability initiatives, his general experience with environmental matters, his government relations experience and his prior experience as a director of another publicly traded company.

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Name, Background and Qualifications		Age		Director Since
Class II Directors Continuing in Office — Terms Expiring in 2015
Michael W. Harlan is currently Chief Executive Officer of Principle Energy Services, LLC, a private equity backed oilfield services company that provides engineered noise mitigation solutions for oil and natural gas drilling, completions and production and operates throughout several major oil and natural gas shale basins across the United States. Mr. Harlan also serves as President of Harlan Capital Advisors, LLC, a private consulting firm focused on advising companies on strategic planning, mergers and acquisitions, debt and equity investments and capital-raising initiatives. Prior to forming Harlan Capital Advisors, Mr. Harlan served as President and Chief Executive Officer of U.S. Concrete, Inc., a publicly traded producer of concrete, aggregates and related concrete products to all segments of the construction industry, from May 2007 until August 2011. From April 2003 until May 2007, Mr. Harlan served as Executive Vice President and Chief Operating Officer of U.S. Concrete, Inc. He also served as Chief Financial Officer of U.S. Concrete from May 1999 until November 2004 after founding U.S. Concrete in August 1998. Mr. Harlan also served as a Director of U.S. Concrete from June 2006 until August 2011. U.S. Concrete, Inc. operated under the provisions of Chapter 11 of the United States Bankruptcy Code from April 29, 2010 until confirmation of its plan of reorganization on August 31, 2010. Prior to founding U.S. Concrete, Mr. Harlan held several senior financial positions with public companies, including chief financial officer, treasurer and controller. Mr. Harlan began his career with an international public accounting firm. Mr. Harlan previously served on the Board of Trustees for the RMC Research and Education Foundation, where he is the immediate past Chairman of the Board, the Board of Directors of the National Steering Committee for the Concrete Industry Management education program, and the Board of Directors and Executive Committee of the National Ready Mixed Concrete Association. In August 2013, Mr. Harlan joined the Board of Directors of Travis Acquisition, LLC, the parent of Travis Body & Trailer, Inc., a manufacturer of specialized trailers used in the construction, environmental services, agriculture and energy industries in the United States. Mr. Harlan also serves on the University of Houston Honors College Advisory Board. Mr. Harlan is a Certified Public Accountant and graduated summa cum laude from the University of Mississippi with a Bachelor of Accounting degree.		53		1998
We believe that Mr. Harlan’s qualifications to serve on our Board of Directors include his past experience on our Board of Directors, his substantial experience in the solid waste industry, his significant experience in accounting and financial matters, including his extensive experience as a certified public accountant, his substantial experience with growth-oriented companies, and his experience as a director of another publicly traded company.

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Name, Background and Qualifications		Age		Director Since
William J. Razzouk has been Chairman, President and Chief Executive Officer of Newgistics, Inc. since March 2005. Mr. Razzouk has also served as a Director of Newgistics, Inc. since March 2005. Newgistics, Inc. is a provider of end-to-end e-commerce technology and logistics solutions to leading retail brands and direct-to-consumer marketers, including website platforming, software integration, implementation, hosting, order fulfillment and parcel delivery and returns. From August 2000 to December 2002, he was a Managing Director of Paradigm Capital Partners, LLC, a venture capital firm in Memphis, Tennessee focused on meeting the capital and advisory needs of emerging growth companies. From September 1998 to August 2000, he was Chairman of PlanetRx.com, an e-commerce company focused on healthcare and sales of prescription and over-the-counter medicines, health and beauty products and medical supplies. He was also Chief Executive Officer of PlanetRx.com from September 1998 until April 2000. From April 1998 until September 1998, Mr. Razzouk owned a management consulting business and an investment company that focused on identifying strategic acquisitions. From September 1997 until April 1998, he was the President, Chief Operating Officer and a Director of Storage USA, Inc., a then publicly traded (now private) real estate investment trust that owned and operated more than 350 mini storage warehouses. He served as the President and Chief Operating Officer of America Online from February 1996 to June 1996. From 1983 to 1996, Mr. Razzouk held various management positions at Federal Express Corporation, most recently as Executive Vice President, Worldwide Customer Operations, with full worldwide P&L responsibility. Mr. Razzouk previously held management positions at ROLM Corporation, Philips Electronics and Xerox Corporation. He previously was a Director of Fritz Companies, Inc., Sanifill, Inc., Cordis Corp., Storage USA, PlanetRx.com, America Online and La Quinta Motor Inns. Mr. Razzouk holds a Bachelor of Journalism degree from the University of Georgia.		66		1998
We believe that Mr. Razzouk’s qualifications to serve on our Board of Directors include his past experience on our Board of Directors, his significant experience in corporate financial matters, his experience in the solid waste industry, his substantial experience with growth-oriented companies, and his prior experience as a director of other publicly traded companies.

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Name, Background and Qualifications		Age		Director Since
Class III Directors Continuing in Office — Terms Expiring in 2016
Edward E. “Ned” Guillet has been an independent human resources consultant since January 2007. From October 2005 until December 2006, he was Senior Vice President, Human Resources for the Gillette Global Business Unit of The Procter & Gamble Company, a position he held subsequent to the merger of Gillette with Procter & Gamble. From July 2001 until September 2005, Mr. Guillet was Senior Vice President, Human Resources and an executive officer of The Gillette Company, a global consumer products company. He joined Gillette in 1974 and held a broad range of leadership positions in its human resources department. Mr. Guillet has been a Director of CCL Industries Inc., a manufacturer of specialty packaging and labeling solutions for the consumer products and healthcare industries, since 2008, where he also serves as the Chairman of the Board of Directors’ Human Resources Committee and a member of its Nominating and Governance Committee. Mr. Guillet is a former member of Boston University’s Human Resources Policy Institute. He holds a B.A. degree in English Literature and Secondary Education from Boston College.		62		2007
We believe that Mr. Guillet’s qualifications to serve on our Board of Directors include his past experience on our Board of Directors, his substantial experience with human resources and personnel development matters, the positions he has held with other publicly traded companies and his experience as a director of another publicly traded company.
Ronald J. Mittelstaedt has been Chief Executive Officer and a Director of Waste Connections since the company was formed in September 1997, and was elected Chairman in January 1998. Mr. Mittelstaedt was also President of the company from Waste Connections’ formation through August 2004. Mr. Mittelstaedt has more than 24 years of experience in the solid waste industry. He holds a B.A. degree in Business Economics with a finance emphasis from the University of California at Santa Barbara.		50		1997
We believe that Mr. Mittelstaedt’s qualifications to serve on our Board of Directors include his more than 24 years of experience in the solid waste industry, including as our founder, our Chief Executive Officer and a director since the company was formed in 1997 and our Chairman since 1998.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
“FOR” THE REELECTION OF MR. DAVIS TO THE BOARD OF DIRECTORS.

CORPORATE GOVERNANCE AND BOARD MATTERS

Corporate Governance Guidelines, Committee Charters and Code of Conduct and Ethics

As part of our ongoing commitment to good corporate governance, we have adopted Corporate Governance Guidelines and charters for the Committees of the Board of Directors to promote the effective functioning of our Board of Directors and its Committees, to promote the interests of stockholders and to ensure a common set of expectations concerning how the Board of Directors, its Committees and management should perform their respective functions. We have also adopted a Code of Conduct and Ethics that applies to all of our directors, officers and employees. Copies of our Corporate Governance Guidelines and our Code of Conduct and Ethics are available on our website at www.wasteconnections.com. A copy of either may also be obtained, free of charge, by writing to the Secretary of Waste Connections, Inc., 3 Waterway Square Place, Suite 110, The Woodlands, Texas 77380.

Board of Directors and Committees

Our Board of Directors held seven meetings during 2013, five of which were regularly scheduled. Three of the seven meetings were held telephonically. The Board of Directors has five standing committees: the Executive Committee, the Audit Committee, the Compensation Committee, the Special Equity Award Committee and the Nominating and Corporate Governance Committee. Each director attended at least 75% of the meetings of the Board of Directors and the committees on which he served in 2013. Our policy on director attendance at Annual Meetings of Stockholders is that directors are invited but not required to attend. Two directors, Mr. Mittelstaedt, the Chairman of the Board, and Mr. Harlan, the company’s lead independent director and chairman of the Audit Committee, attended the Annual Meeting of Stockholders in 2013.

The Executive Committee, whose chairman is Mr. Mittelstaedt and whose other current members are Messrs. Harlan and Razzouk, met once in 2013. The Executive Committee is authorized to exercise all of the powers and authority of the Board of Directors in managing our business and affairs, other than to authorize matters required by Delaware law to be approved by the stockholders, and other than adopting, amending or repealing any of our Bylaws. Between meetings of the Board of Directors, the Executive Committee approves all acquisitions and divestitures by us for stock and all acquisitions and divestitures by us for cash or other consideration in excess of $10.0 million.

The Board of Directors has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The Audit Committee, whose chairman is Mr. Harlan and whose other current members are Messrs. Razzouk and Davis, met five times in 2013. The Board of Directors has determined that all of the members of the Audit Committee are “financially literate” within the meaning of New York Stock Exchange listing standards. The Board of Directors has also determined that Mr. Harlan is an “audit committee financial expert” as defined under the Securities and Exchange Commission rules. The committee’s duties are discussed below under “Audit Committee Report.”

The Compensation Committee, whose chairman is Mr. Razzouk and whose other current members are Messrs. Harlan and Guillet, met eight times in 2013. This committee is responsible for establishing our executive officer compensation policies and administering such policies. The Compensation Committee studies, recommends and implements the amount, terms and conditions of payment of any and all forms of compensation for our directors and executive officers; approves and administers any guarantee of any obligation of, or other financial assistance to, any officer or other employee; and approves the grant of options, warrants, restricted stock and other forms of equity incentives to officers, directors, employees, agents and consultants. See “Executive Compensation — Compensation Discussion and Analysis” for more information regarding compensation and the Compensation Committee.

The Special Equity Award Committee, which the Board of Directors established on October 25, 2005, is empowered with separate but concurrent authority with the Compensation Committee to make awards to all eligible individuals — typically new hires — under the company’s various equity incentive plans, subject to certain exceptions and limitations set by the Board of Directors. The Special Equity Award Committee may not, for example, grant annual awards to the company’s employees, officers, directors and consultants, which are typically authorized by the Compensation Committee annually in February; the committee may not grant

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awards to the company’s executive officers or directors; and the committee may not grant more than 10,000 options and warrants or more than 5,000 shares of restricted stock or restricted stock unit awards to an eligible individual in any given calendar year. Mr. Mittelstaedt is the chair and sole member of the Special Equity Award Committee.

The Nominating and Corporate Governance Committee, whose chairman is Mr. Guillet and whose other current members are Messrs. Davis and Razzouk, met four times in 2013. This committee is responsible for recommending director nominees to the Board of Directors and developing and implementing corporate governance principles.

Current copies of the Audit Committee Charter, the Compensation Committee Charter and the Nominating and Corporate Governance Committee Charter, each of which our Board of Directors has adopted, are available on our website at www.wasteconnections.com. A copy of each charter may also be obtained, free of charge, by writing to the Secretary of Waste Connections, Inc., 3 Waterway Square Place, Suite 110, The Woodlands, Texas 77380.

The Board’s Role in Oversight of Risk

The Board of Directors and its committees have an active role in overseeing management of the company’s risks. The Board regularly reviews information from members of senior management regarding the company’s financial performance, balance sheet, credit profile and liquidity, as well as the risks associated with each. The Board also receives reports from members of senior and regional management on areas of material risk to the company, including market-specific, operational, legal, regulatory and strategic risks. The Compensation Committee of the Board of Directors assesses and monitors risks relating to the company’s executive officer compensation policies and practices. The Audit Committee of the Board of Directors oversees management of financial, financial reporting and internal controls risk. The Nominating and Corporate Governance Committee of the Board of Directors is responsible for overseeing the management of risks associated with the independence of the Board of Directors and potential conflicts of interest.

Director Independence; Lead Independent Director

The Board of Directors has determined that each of Messrs. Harlan, Razzouk, Davis and Guillet is “independent” within the meaning of the standards set forth in our Corporate Governance Guidelines. Messrs. Davis, Harlan and Razzouk together make up the Board’s Audit Committee. Messrs. Guillet, Harlan and Razzouk together make up the Board’s Compensation Committee. Messrs. Davis, Guillet and Razzouk together make up the Board’s Nominating and Corporate Governance Committee.

The Board selects its Chairman and the company’s Chief Executive Officer in any way it considers to be in the best interest of the company. The Board has determined that its stockholders are best served by having Ronald J. Mittelstaedt, the company’s founder and current Chief Executive Officer, also serve as chairman of the Board. Mr. Mittelstaedt has held the positions of Chairman of the Board and Chief Executive Officer since January 1998.

In the event that Mr. Mittelstaedt no longer serves as both Chairman and Chief Executive Officer, it is the Board’s policy that the positions of Chairman and Chief Executive Officer be held by separate persons.

To ensure the strength and independence of the Board, the independent, non-employee directors typically meet in an executive session, without management, at each of our five regularly scheduled Board of Directors meetings. Furthermore, when the Chairman is an affiliated director or a member of the company’s management, or when the independent directors determine that it is in the best interests of the company, the independent directors will appoint from among themselves a lead independent director. The Board has designated the chairman of the Audit Committee, currently Mr. Harlan, as the Board’s lead independent director. In addition to his other duties as a director and member of committees, the lead independent director:

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If the Chairman of the Board is an independent director, then the duties for the lead independent director described above shall be part of the duties of the Chairman. As set forth in our Corporate Governance Guidelines, a majority of the members of our Board of Directors must be independent. For a director to be considered independent, the Board of Directors must determine that the director is “independent” within the meaning of the New York Stock Exchange listing standards. In addition, for a director to be considered independent, the Board of Directors must determine that the director has no material relationship with the company, either directly or indirectly as a partner, stockholder or officer of an organization that has a relationship with the company. No director who is a former employee of the company, is a former employee or affiliate of any current auditor of the company or its subsidiaries, is a part of an interlocking directorate in which any executive officer of the company serves on the compensation committee of another company that concurrently employs such director or has an immediate family member in any of the foregoing categories, can be independent until three years after such employment, affiliation or relationship has ceased.

The Board of Directors reviews all commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships of each director to assess whether any of them is a material relationship so as to impair that director’s independence. A “material relationship” means a direct or indirect commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationship that is reasonably likely to affect the independent and objective judgment of the director in question, provided that the direct or indirect ownership of any amount of our stock is not deemed to constitute a material relationship. The following commercial or charitable relationships are not considered to be material relationships that would impair a director’s independence: if a director of Waste Connections (a) is also an executive officer of another company that does business with Waste Connections and the annual sales to, or purchases from, Waste Connections are less than the greater of $1 million or two percent of the annual revenue of that other company; (b) is an executive officer of another company that is indebted to Waste Connections, or to which Waste Connections is indebted, and the total amount of either company’s indebtedness to the other is less than one percent of the total consolidated assets of that other company; or (c) serves as an officer, director or trustee of a charitable organization, and Waste Connections’ discretionary charitable contributions to that organization are less than one percent of that organization’s total annual receipts. The Board of Directors reviews annually whether its members satisfy these categorical independence tests before any non-employee member stands for reelection to the Board of Directors.

All relationships not covered by the preceding paragraph are reviewed by the directors who satisfy the independence tests set forth above to determine whether they are material so as to impair a director’s independence. If the Board of Directors determines that any relationship is immaterial even though it does not meet the categorical tests for immateriality set forth above, we will explain in our next proxy statement the basis for the Board of Director’s determination.

In October 2008, Mr. Davis, after informing the Board of Directors, joined the external advisory board of the Global Waste Research Institute, or the GWRI. The GWRI, of which Mr. Davis is a conceptual founder, was developed in conjunction with California Polytechnic State University, San Luis Obispo. The GWRI’s mission is to advance state-of-the-art research and development of sustainable technologies and practices to more effectively manage existing and emerging wastes and byproducts. Also in October 2008, Waste Connections agreed to make gifts to the GWRI totaling up to $1,000,000 over nine years ($100,000 of which was paid in 2013), subject to certain conditions. Based on information provided to the Board of Directors by Mr. Davis, these gifts will initially constitute more than one percent of the total annual receipts of GWRI, which caused the relationship to fall outside the criteria of the independence tests set forth above and required the Board of Directors to review and decide whether to approve Mr. Davis’ involvement with the GWRI. After a review of the relevant facts and the mission of the GWRI, the Board of Directors determined that Mr. Davis’ participation in the GWRI as a member of it external advisory board coupled with Waste Connections’ contributions to the GWRI would not be a material relationship that would impair Mr. Davis’ independence as a director of Waste Connections.

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On August 30, 2013, Mr. Harlan was appointed to the board of directors of Travis Acquisition, LLC, the parent of Travis Body & Trailer, Inc., a private company from which Waste Connections has purchased, and expects to continue to purchase in the future, an immaterial amount of equipment. In connection with his appointment, Mr. Harlan made an equity investment in Travis Acquisition, LLC. On August 29, 2013, after due consideration of the immaterial nature of the potential conflicts of interest that may be presented by Mr. Harlan’s relationships with Travis Body & Trailer, Inc., the Nominating and Corporate Governance Committee of the Board of Directors of Waste Connections determined Mr. Harlan’s relationship with Travis Body & Trailer, Inc. did not impair Mr. Harlan’s independence as a director of Waste Connections.

Independence of Committee Members

In addition to the general requirements for independent Board members described above, members of the Audit Committee and the Compensation Committee must also satisfy the additional independence requirements of the New York Stock Exchange and federal securities laws. These rules, among other things, prohibit a member of the Audit Committee or the Compensation Committee, other than in his capacity as a member of such committee, the Board of Directors or any other committee of the Board of Directors, from receiving any compensatory fees from or being an affiliated person of Waste Connections or any of its subsidiaries. As a matter of policy, the Board of Directors also applies this additional requirement to members of the Nominating and Corporate Governance Committee.

Our Director Nomination Process

Our Board of Directors believes that directors must have the highest personal and professional ethics, integrity and values. They must be committed to representing the long-term interests of our stockholders. They must have objective perspective, practical wisdom, mature judgment and expertise, and operational or financial skills and knowledge useful to the oversight of our business. While we do not have a formal policy regarding diversity in identifying nominees for a directorship, our goal is to have a Board of Directors that represents diverse experiences at policy-making levels in business and other areas relevant to our activities. Directors should be committed to serving on the Board for an extended period of time.

In addition to the foregoing qualities, the Nominating and Corporate Governance Committee will take a number of other factors into account in considering candidates as nominees for the Board of Directors, including the following: (i) whether the candidate is independent within the meaning of our Corporate Governance Guidelines; (ii) relevant business, academic or other experience; (iii) willingness and ability to attend and participate actively in Board and Committee meetings and otherwise to devote the time necessary to serve, taking into consideration the number of other boards on which the candidate serves and the candidate’s other business and professional commitments; (iv) potential conflicts of interest; (v) whether the candidate is a party to any adverse legal proceeding; (vi) the candidate’s reputation; (vii) specific expertise and qualifications relevant to any Committee that the candidate is being considered for, such as whether a candidate for the Audit Committee meets the applicable financial literacy or audit committee financial expert criteria; (viii) willingness and ability to meet our director’s equity ownership guidelines; (ix) willingness to adhere to our Code of Conduct and Ethics; (x) ability to interact positively and constructively with other directors and management; (xi) willingness to participate in a one-day new director orientation session; (xii) willingness to attend educational forums or workshops to enhance understanding of new and evolving governance requirements; and (xiii) the size and composition of the current Board.

When seeking director candidates, the Nominating and Corporate Governance Committee may solicit suggestions from incumbent directors, management, third party advisors, business and personal contacts, and stockholders. The Nominating and Corporate Governance Committee may also engage the services of a search firm. After conducting an initial evaluation, the Nominating and Corporate Governance Committee will make arrangements for candidates it considers suitable to be interviewed by one or more members of the committee. Each candidate will be required to complete a standard directors’ and officers’ questionnaire, completed by all of the directors annually. The Nominating and Corporate Governance Committee may also ask the candidate to meet with members of our management. If the Nominating and Corporate Governance Committee believes that the candidate would be a valuable addition to the Board of Directors, it will recommend the candidate for nomination to the Board.

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The Nominating and Corporate Governance Committee will apply the criteria described above when considering candidates recommended by stockholders as nominees for the Board of Directors. In addition, any of our stockholders may nominate one or more persons for election as a director of the company at an Annual Meeting of Stockholders if the stockholder complies with the notice, information and consent provisions contained in our Third Amended and Restated Bylaws. Pursuant to our Bylaws, to be considered for inclusion in our proxy materials, notice of a stockholder’s nomination of a person for election to the Board of Directors must be received by the Secretary of Waste Connections in writing at the address listed on the first page of this proxy statement not less than 90 days nor more than 120 days prior to the one-year anniversary of the preceding year’s annual meeting; provided, however, that if the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be received not later than the 90^th day prior to such annual meeting or, if later, the 10^th day following the day on which public disclosure of the date of such annual meeting was first made. The notice must contain and be accompanied by certain information as specified in our Bylaws, including information about the stockholder providing the notice, the proposed nominee and other information as we may reasonably require. Stockholders making nominations must provide, among other things, information regarding each such stockholder’s and their affiliates’ holdings of “synthetic equity”, derivatives or short positions and other material interests and relationships that could influence nominations and other information that would be required in a proxy statement. Additionally, stockholders nominating director candidates are required to disclose the same information about the director candidate that would be required if the director candidate were submitting a proposal, and the director candidates are required to complete a questionnaire and representation and agreement with respect to their background, any voting commitments or compensation arrangements and their commitment to abide by the company’s governance guidelines. Such information must be updated and supplemented so as to be accurate as of the record date of the annual meeting and as of ten business days prior to the annual meeting. We recommend that any stockholder wishing to nominate a director at an annual meeting review a copy of our Bylaws.

Before nominating a sitting director for reelection at an Annual Meeting of Stockholders, the Nominating and Corporate Governance Committee will consider the director’s past performance and contribution to the Board of Directors.

Majority Voting for Directors

Our Bylaws provide, in uncontested director elections, for our directors to be elected by the affirmative vote of a majority of the votes cast at the annual meeting, and require our Board of Directors to establish and maintain procedures under which any incumbent director who is not elected will be expected to offer to tender his or her resignation to the Board of Directors. Pursuant to the director resignation policy adopted by the Board of Directors and included in our Corporate Governance Guidelines, we expect each incumbent director who fails to receive the required number of votes for re-election in accordance with our Bylaws to resign from our Board of Directors if the Nominating and Corporate Governance Committee or another duly authorized committee of the Board of Directors determines to accept such resignation. In making its determination, the deciding committee may consider all factors it considers relevant. The director who is the subject of such determination shall not participate in the deliberations or decisions of the deciding committee.

The company shall publicly disclose the decision(s) of the deciding committee by a press release, a filing with the SEC or other broadly disseminated means of communication. If the director’s tendered resignation is not accepted by the deciding committee or the director does not submit his or her resignation to the Board of Directors, such director shall continue to serve until his or her successor is duly elected, or his or her earlier resignation or removal. If the director’s resignation is accepted by the deciding committee, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board of Directors, in its sole discretion, may fill any resulting vacancy or decrease the size of the Board of Directors pursuant to the provisions of our Bylaws.

Communications with the Board

Stockholders and other interested parties may communicate with the Board of Directors generally, with the non-employee directors as a group or with a specific director at any time by writing to the Board of Directors, the non-employee directors or a specific director, care of the Secretary of Waste Connections, Inc.,

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3 Waterway Square Place, Suite 110, The Woodlands, Texas 77380. The Secretary will forward all communications to the Board of Directors, the non-employee directors or a specific director, as applicable, as soon as practicable after receipt without screening the communication. Stockholders and other interested parties are requested to provide their contact information and to state the number of shares of our common stock that they beneficially own in their communications to the Board of Directors. Because other appropriate avenues of communication exist for matters that are not of stockholder interest, such as general business complaints or employee grievances, stockholders and other interested parties are urged to limit their communications to the Board of Directors to matters that are of stockholder interest and that are appropriate for consideration at the Board level.

Compensation Committee Interlocks and Insider Participation

In 2013, the Compensation Committee of our Board of Directors consisted of Messrs. Razzouk, Harlan and Guillet. None of our executive officers served as a director or member of the compensation committee of another entity which had an executive officer that served as a director or member of our Compensation Committee. In addition, there are no other such potential Compensation Committee interlocks.

Compensation of Non-Employee Directors for Fiscal Year 2013

The following table provides compensation information for the year ended December 31, 2013, for each non-employee member of our Board of Directors. Directors who are officers or employees of Waste Connections do not currently receive any compensation as directors or for attending meetings of the Board of Directors or its committees.

Name		Fees Earned or Paid in Cash ($)				Stock Awards ($)(1)				Total ($)
Robert H. Davis			60,000				153,748				213,748
Edward E. “Ned” Guillet			65,000				153,748				218,748
Michael W. Harlan			75,000				153,748				228,748
William J. Razzouk			70,000				153,748				223,748

The table below shows the aggregate numbers of unvested stock awards (in the form of restricted stock units) and unexercised option awards outstanding for each non-employee director as of December 31, 2013.

Name		Aggregate Stock Awards Outstanding as of December 31, 2013 (#)				Aggregate Option Awards Outstanding as of December 31, 2013 (#)
Robert H. Davis			2,261				0
Edward E. “Ned” Guillet			2,261				0
Michael W. Harlan			2,261				47,250
William J. Razzouk			2,261				0

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In 2013, each non-employee director received a basic monthly cash retainer of $5,000. Committee chairs received the following additional cash compensation, which amounts are added to their monthly retainers: Audit Committee Chair – $1,250, Compensation Committee Chair – $833.33, and Nominating and Corporate Governance Committee Chair – $416.67.

The monthly cash retainer is intended to compensate non-employee directors for participation in Board and committee meetings and for incidental participation in company affairs between meetings. Each Board member is also eligible for reimbursement of reasonable expenses incurred in attending meetings.

We grant each non-employee director annual restricted stock unit awards with a targeted value of approximately $150,000. On February 25, 2013, we granted each non-employee director 4,522 restricted stock units under our Third Amended and Restated 2004 Equity Incentive Plan and no options. The restricted stock units vested in two equal installments on each of the February 25, 2013 grant date and the first anniversary of the grant date, subject to the director continuing to provide services to the company through the vesting date.

Non-Employee Directors’ Equity Ownership

Non-employee directors of the company are required to hold shares of the company’s common stock having a market value of at least $200,000. Non-employee directors have five years from the fiscal year-end following initial election to the Board to accumulate the stock ownership prescribed by the guidelines. For purposes of the calculation, shares deemed “beneficially owned” by the non-employee directors within the meaning of the rules of the SEC, as well as shares of restricted stock or RSUs subject to time-based vesting held by the non-employee director, and vested or time-based unvested RSUs or resulting shares deposited into a deferred compensation plan or arrangement, are included in the calculation of the amount of such individual’s ownership. As of the date of this proxy statement, all of our non-employee directors exceeded the requirements of our stock ownership guidelines.

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PRINCIPAL STOCKHOLDERS

Security Ownership of Five Percent Stockholders

The following table shows the amount of our common stock beneficially owned, as of March 17, 2014, by each person or entity that we know owns more than five percent of our common stock.

Name of Beneficial Owner(1)		Amount and Nature of Beneficial Ownership				Percent of Class
T. Rowe Price Associates, Inc.(2)			9,615,021				7.8	%
BlackRock, Inc.(3)			7,500,944				6.1
The Vanguard Group(4)			6,911,535				5.6

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Security Ownership of the Board of Directors and Executive Officers

The following table shows the amount of our common stock beneficially owned, as of March 17, 2014, by: (i) our named executive officers, or NEOs, and each of our directors; and (ii) all of our current directors and executive officers as a group. These individuals, both individually and in the aggregate, own less than 1% of our outstanding shares as of the record date.

Name of Beneficial Owner(1)		Amount and Nature of Beneficial Ownership(2)				Vested Restricted Stock Units Held Under Nonqualified Deferred Compensation Plan(3)				Total
Ronald J. Mittelstaedt			98,518	(4)			91,244				189,762
Steven F. Bouck			177,818	(5)			—				177,818
Darrell W. Chambliss			104,113				25,060				129,173
Worthing F. Jackman			55,162				26,389				81,551
Michael W. Harlan			74,592	(6)			—				74,592
Edward E. “Ned” Guillet			46,530				—				46,530
William J. Razzouk			17,446				—				17,446
James M. Little			13,615	(7)			—				13,615
Robert H. Davis			3,742				—				3,742
All executive officers and directors as a group (19 persons)			700,691	(8)			166,439				867,130

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides a detailed description of our executive compensation philosophy and objectives, the elements of our executive compensation programs, the compensation decisions the Compensation Committee has made under those programs and the factors considered in making those decisions. This section of the proxy statement focuses on the compensation earned by our Named Executive Officers, each of whom is referred to as an NEO. For 2013, our NEOs included the following individuals:

Executive Summary: Pay for Performance

Waste Connections’ executive compensation program is designed to align the interests of senior management with stockholders by tying a significant portion of their compensation to the company’s annual operating and financial performance as well as longer term stockholder returns. We believe that our pay-for-performance philosophy and the design of our executive compensation program strongly support an environment of continuous improvement and stockholder value creation. While the key components of our executive officer compensation have remained substantially unchanged over the past several years, the Compensation Committee periodically evaluates them to ensure they are meeting the objectives discussed below. For example, the Compensation Committee recently has taken additional steps, as discussed in detail below, to further strengthen the alignment of the company’s performance with our equity compensation program.

Fiscal 2013 Performance

The company achieved strong performance in 2013 as highlighted by the following:

Improved Operating Performance

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Increased Return to Stockholders

A more detailed description of the company’s fiscal year 2013 performance, including a reconciliation of non-GAAP financial measures and a graphical representation of the TSRs for the S&P 500 Index and our Peer Group Companies, can be found on pages 57 – 59 and page 31, respectively, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC on February 10, 2014.

Executive Compensation Program Best Practices

Our current executive compensation program includes features which we believe drive performance and excludes features we do not believe serve our stockholders’ long-term interests. The table below highlights some of the “Best Practices” featured in our compensation program as well as the “Problematic Pay Practices” which are excluded.

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Included Features (What We Do)
ü		Pay for Performance — Our NEOs receive the majority of their compensation in performance-based compensation (annual cash incentives and restricted stock units awarded based on company and individual performance).
ü		Use of Peer Group Data and Tally Sheets — We utilize tally sheets annually when making executive compensation decisions, and periodically review comparative compensation data relative to our peer group of companies.
ü		Stock Ownership Guidelines — Our executive officers are expected to hold a multiple of their base salaries in the company’s common stock and non-employee directors are expected to hold a number of shares of the company’s common stock having a value of at least $200,000.
ü		Anti-Hedging/Pledging Policy — Executive officers and directors are prohibited from engaging in transactions designed to hedge against the economic risks associated with an investment in our common stock or pledging our common stock in a margin account.
ü		Risk Management — Our executive officers’ compensation program has been designed and is periodically reviewed to ensure that it does not encourage inappropriate risk-taking. See “Compensation Risk Assessment” section below for further discussion.

Excluded Features (What We Don’t Do)
x		No excise tax gross-ups — In February 2012, we eliminated provisions in the employment agreements of our CEO and other executive officers who were named executive officers at that time that provided for excise tax gross-up rights.
x		No “single trigger” severance payments in employment agreements — In February 2012, we eliminated provisions in the employment agreements of our CEO and other executive officers who were named executive officers at that time that provided severance payments to be made solely on account of the occurrence of a change in control event.
x		No guaranteed base salary increases, minimum bonuses or equity awards — Our NEO employment agreements do not provide for guaranteed base salary increases, minimum bonuses or equity awards.
x		No discounting of stock options or re-pricing or buyout of underwater options — We expressly prohibit the discounting of stock options and the re-pricing or cash buyouts of underwater options.
x		No dividends or dividend equivalents on unvested equity awards — We do not pay dividends on unvested equity awards.

  

Pay for Performance Compensation Mix

The company’s compensation programs are designed to reward executives for achieving strong operational performance and delivering on the company’s strategic initiatives, each of which are important to the long-term success of the company. The Compensation Committee believes that a significant portion of the compensation of our NEOs should be aligned with our stockholders’ interests and directly linked to measurable performance. To evaluate the proportion of performance-based compensation for our NEOs, the Compensation Committee looks at recurring compensation by examining Total Direct Compensation earned by our NEOs. Total Direct Compensation is calculated by adding base salary, cash performance bonuses and the grant date fair value of stock awards reported under the “Stock Awards” column of our Summary Compensation Table. It excludes indirect compensation reported under the “All Other Compensation” column of our Summary Compensation Table.

As illustrated below, At-Risk Compensation, comprised of cash performance bonuses and equity-based compensation, made up approximately 75% of the Total Direct Compensation of our CEO, and 68% of the combined Total Direct Compensation of our other NEOs in 2013.

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Under our performance bonus programs, which are described in further detail below, we achieved a weighted-average of 99.2% of our NEOs’ targeted performance goals in 2013 compared to 100.6% in 2012. As reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table, this decrease in achievement of targeted performance goals resulted in an approximate 13.5% year-over-year reduction in 2013’s combined cash performance bonuses from the prior year level for our NEOs.

Last Year’s “Say on Pay”

The company provides its stockholders with an opportunity to cast an annual advisory vote with respect to its named executive officer compensation as disclosed in the company’s annual proxy statement, or “say on pay” proposal (see “Proposal 3 — Advisory Vote on Named Executive Officer Compensation (“Say On Pay”)”). At last year’s Annual Meeting of Stockholders, more than 96% of the shares that voted approved our named executive officer compensation program as described in last year’s proxy statement. The Compensation Committee and the company viewed these results as a strong indication that the company’s stockholders support the executive compensation policies of the company, which have remained substantially unchanged over the past several years. In light of this vote, the Compensation Committee and the company did not make any material changes to the company’s executive compensation programs in fiscal 2013.

Recent Compensation Committee Actions to Further Align Pay with Performance

Consistent with our stockholders’ support and the significant stockholder value creation over the years, the Compensation Committee decided to retain the core design of our executive compensation program in fiscal 2014. However, the company’s management and Compensation Committee, with the input of the full Board of Directors and the Compensation Committee’s independent compensation consultant, reviewed our executive compensation programs and made certain revisions to further align pay with performance. Subject to stockholder approval of our 2014 Incentive Award Plan, or the 2014 Plan (see “Proposal 4 — Approval of Adoption of 2014 Incentive Award Plan”), the Compensation Committee intends to: (i) introduce performance share units with multi-year performance-based metrics for vesting hurdles as an additional component of our equity-based compensation to further enhance the existing link between executive compensation and the company’s performance; and (ii) adjust our NEO equity compensation program to provide each NEO with a performance-based metric that must be met before an annual targeted restricted stock unit award, that is subject to a multi-year vesting period, may be earned.

Our Compensation Philosophy and Objectives

The Compensation Committee’s philosophy with respect to the compensation of the NEOs does not differ materially from the philosophy that applies to other executive officers. The Compensation Committee believes that compensation paid to NEOs should be closely aligned with our performance on both a short-term and long-term basis, linked to specific, measurable results intended to create value for stockholders and should assist us in attracting and retaining key executives critical to our long-term success.

In establishing compensation for NEOs, the Compensation Committee’s objectives are to:

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Our overall compensation program is structured to attract and retain highly qualified executive officers by paying them competitively, consistent with our success. We believe that compensation should be structured to ensure that a significant portion is directly related to our stock’s performance and other factors that directly and indirectly influence stockholder value. Accordingly, our approach to compensation is to provide a base salary, annual performance-based compensation tied to goals that are intended to link NEO compensation to our annual operating and financial performance, and long-term equity grants intended to align NEO compensation with stockholder returns and financial performance over a longer period and to aid in retention. The Compensation Committee allocates total compensation between cash and equity based on comparisons with other companies and the judgment of the Compensation Committee members. The balance between cash and equity compensation among NEOs and other members of the senior executive team is evaluated annually.

Approach to Compensation; Role of the Compensation Committee

The Compensation Committee has the primary authority for the consideration and determination of the compensation we pay to our executive officers and directors, including the amount of equity-based compensation. To aid the Compensation Committee in making its determination, the Chief Executive Officer meets with the Compensation Committee and provides recommendations annually to the Compensation Committee regarding the compensation of all executive officers, other than himself. The Compensation Committee is not bound to follow the Chief Executive Officer’s recommendations. The Compensation Committee also holds executive sessions not attended by any members of management or non-independent directors. The Compensation Committee also has the authority to engage its own independent advisors to assist it in carrying out its duties.

The Compensation Committee meets in the first quarter of each fiscal year to review and approve:

In determining the level of base salary, performance-based compensation and long-term equity-based compensation paid to the NEOs, the Compensation Committee considers: (i) the compensation structure and practices of a peer group of companies that it believes are the company’s leading competitors in the solid waste industry; (ii) a comparator group of companies, most of which are non-solid waste companies, with comparable financial profiles; and (iii) its own judgment as to an appropriate level of compensation for a company of our size and financial performance. From time to time, the Compensation Committee uses compensation consultants and comparator group analyses from third parties, such as ISS Corporate Services, to compare our compensation components and targets against median market levels.

For 2013, the Compensation Committee considered a tally sheet that included, for each officer (including the NEOs), current base salary, salary paid in 2012, bonus percentage, cash bonus paid in 2012, restricted stock units granted in 2012, the dollar amount of 401(k) and Nonqualified Deferred Compensation Plan matches in 2012, payments and reimbursements for various expenses that could be considered perquisites, the value realized from the exercise of options and sale of the underlying stock in 2012, the value of vested, unexercised options and unvested restricted stock units as of the end of the year, and the amount payable to each officer under various severance scenarios, including on a change in control. In determining the amount of compensation for the NEOs, the Compensation Committee does not take into account amounts realized from

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prior equity-based compensation grants because the Compensation Committee seeks to provide compensation that takes into account the cost of replacing the NEOs on a market competitive basis and what is equitable based on our performance. We believe that, to some extent, appreciation reflected in the amounts realized from prior equity-based compensation grants confirms the Compensation Committee’s success in aligning compensation with our stockholders’ interests, thus validating our compensation philosophy.

We provide the Chief Executive Officer with greater compensation and benefits than the other NEOs to reflect his importance and value to us as well as the increased level of responsibility and risk faced by him as our Chief Executive Officer and Chairman. Mr. Mittelstaedt’s compensation also differs as a direct result of the Compensation Committee’s review of the comparator group compensation data, and reflects the competitive nature of compensation paid to chief executive officers of companies within the comparator group. The Compensation Committee believes that Mr. Mittelstaedt’s competitive compensation package is important to reward, motivate and retain him as a highly valued chief executive whose leadership and strategic vision have helped create significant value for stockholders since our inception.

Role of the Compensation Consultant

The Compensation Committee periodically retains Pearl Meyer & Partners, or PM&P, a nationally known compensation consulting firm, to provide it with comparison group market data and information as to market practices and trends, to assess the competitiveness of the compensation we pay to our CEO and other executives, to compare the relative performance of the company against a comparator group of companies, to assist with the development of the Compensation Discussion and Analysis in the company’s proxy statement, and to provide analysis on the compensation of our non-employee directors. The Compensation Committee retains PM&P directly, supervises all work assignments performed by them, and reviews and approves all work invoices received for payment. PM&P has not performed any other service for the company. As required under Item 407(e)(3) of Regulation S-K, the Compensation Committee annually assesses whether the work of PM&P raised any conflict of interest. No conflict of interest was determined to exist with respect to PM&P’s services as a compensation consultant during the last fiscal year.

PM&P’s 2011 Engagement

In fiscal 2011, the Compensation Committee retained PM&P to (i) perform an executive compensation analysis to re-evaluate the competitiveness of our executive compensation program given the growth of our company, in terms of revenue and enterprise value, since PM&P’s previous analysis in 2009; and (ii) assist in negotiating amendments to the terms of our NEOs’ then-current employment agreements to remove certain “single-trigger” change in control provisions, update non-compete provisions and eliminate any excise tax gross-up rights.

While the Compensation Committee does not specifically benchmark our compensation to a comparator group, it periodically analyzes the compensation practices of a comparator group of companies to assess the company’s competitiveness. In doing so, it takes into account factors such as the relative size and financial performance of those companies and factors that differentiate us from them.

In 2011, PM&P analyzed the market competitiveness compared to market consensus data of the following components for each of our NEOs at that time:

Following this analysis and discussions with the Compensation Committee and management, PM&P established a comparator group consisting of the following companies: Chicago Bridge & Iron Company; Cintas Corporation; Clean Harbors Inc.; Covanta Holding Corporation; EnergySolutions, Inc.; Iron Mountain, Inc.; J.B. Hunt Transport Services, Inc.; LKQ Corporation; Martin Marietta Materials, Inc.; MSC Industrial Direct Co.; Progressive Waste Solutions; Quanta Services, Inc.; Rollins, Inc.; RSC Holdings Inc.; Stericycle, Inc.; United Rentals, Inc.; and Vulcan Materials Company. Two solid waste services companies, Republic Services, Inc. and Waste Management, Inc., were included as additional reference companies, but were not included in determining the range of compensation among the comparator group of companies. The

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Compensation Committee selected the comparator group companies because they: (i) were businesses in the environmental, facilities services, distribution and construction industries; and (ii) had size and expenditures (enterprise value, free cash flow, capital expenditures and revenues) similar to Waste Connections.

In addition to publicly available proxy statement information for the comparator group companies, PM&P also incorporated four sources of general industry survey data: the William M. Mercer 2011 Executive Compensation Survey, the Watson Wyatt 2010/2011 Top Management Compensation Survey and two PM&P confidential/proprietary general industry surveys, for compensation practices for companies with revenue ranging from $1 billion to $2.5 billion. The Compensation Committee was not aware of the participating companies in the general industry surveys and reviewed the data in a summarized fashion. Using a weighted average of 50% for the comparator group data and 12.5% for each of the four sources of general industry survey data, PM&P then calculated market consensus data for each NEO position by “matching” each of our NEO positions, based on PM&P’s understanding of the position’s primary duties and responsibilities, to a similar position within PM&P’s market consensus data.

The 2011 PM&P study found that the company had achieved strong financial performance (on revenue growth, EBITDA growth, net income growth, free cash flow growth and total stockholder return) over the past five years exceeding the 50^th percentile of its comparator group with target compensation levels positioned below the 50^th percentile, while actual compensation levels in 2011 were closer to the 50^th percentile due to above target payouts of performance-based incentive compensation.

PM&P’s 2013 Engagement

In fiscal 2013, the Compensation Committee retained PM&P to review the introduction of a performance-based equity award program, including the overall structure of a proposed program and the company’s long-term incentive compensation mix compared to the company’s comparator group companies and an ISS-selected peer group. Subject to stockholder approval of the 2014 Plan (see “Proposal 4 — Approval of Adoption of 2014 Incentive Award Plan”), the Compensation Committee intends to: (i) introduce performance share units with multi-year performance-based metrics for vesting hurdles as an additional component of our equity-based compensation to further enhance the existing link between executive compensation and the company’s performance; and (ii) adjust our NEO equity compensation program to provide each NEO with a performance-based metric that must be met before an annual targeted restricted stock unit award, that is subject to a multi-year vesting period, may be earned.

PM&P’s Expected 2014 Engagement

In fiscal 2014, the Compensation Committee expects to retain PM&P to review and revise the company’s comparator group, as circumstances warrant, and re-assess the competitiveness of our executive compensation against such group of companies and any other relevant industry data.

Elements of Compensation

The Compensation Committee believes that a significant portion of the compensation of our NEOs should be aligned with our stockholders’ interests and directly linked to performance. While the percentage of our NEOs’ total compensation that is comprised by each component of our pay mix (base salary, performance bonuses, and equity-based compensation) is not specifically determined, the Compensation Committee generally targets performance bonuses and equity-based compensation for our NEOs to constitute between 65% and 75% of total direct compensation should annual performance targets be attained, which is consistent with market consensus data. The Compensation Committee has complete discretion to determine compensation levels.

Base Salary.  Our compensation program includes base salaries to compensate executive officers for services rendered each year. Base salaries provide a secure base of compensation that is not dependent on our performance and is in an amount that recognizes the role and responsibility of each executive officer, as well as such executive’s experience, performance and contributions. We also believe this element is beneficial in attracting and retaining high-performing and experienced executives.

The Compensation Committee considers base salary increases for certain of our executives annually. In 2011, the PM&P study presented to the Compensation Committee showed that our executive officer base

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salaries fell below the 25^th percentile of base salaries of similarly situated executives reported in the PM&P market consensus data. The Compensation Committee determined that, in order for us to remain competitive in attracting and retaining executive talent, executive officer base salaries should be adjusted to approximately the median of the PM&P market consensus data. However, in order to prevent large swings and to allow the Compensation Committee to take into account other factors such as performance and overall total compensation, the Compensation Committee determined to implement the adjustment towards the median over a period of three years. In line with this approach, the Compensation Committee approved the following base salaries for our NEOs in 2013:

Name		Annual Base Salary
Ronald J. Mittelstaedt		$	833,000
Worthing F. Jackman		$	438,000
Steven F. Bouck		$	548,000
Darrell W. Chambliss		$	422,000
James M. Little		$	335,000

In early 2014, consistent with its approach of adjusting towards the median of the market consensus data, the Compensation Committee provided our NEOs with similar base salary increases to those they received in 2013. As discussed above, the Compensation Committee expects to retain PM&P during 2014 to review and revise the company’s comparator group, as circumstances warrant, and re-assess the competitiveness of our executive compensation against such group of companies and any other relevant industry data.

Performance Bonuses.  Our compensation program includes a performance bonus to reward executive officers based on our performance and the individual executive’s contribution to that performance. Under our Amended and Restated Senior Management Incentive Plan (the “Amended SMIP”), each participant has an opportunity to earn an annual performance bonus based on a targeted percentage of the participant’s annual base salary for the year. The objective of the annual performance bonus is to provide participants with an incentive to manage the company to achieve certain targeted levels of financial performance based on budgeted revenue each year. See “Amended and Restated Senior Management Incentive Plan” section below for further discussion of the NEOs’ performance bonuses.

Equity-Based Compensation.  We believe that equity ownership in our company is important to tie the ultimate level of an executive officer’s compensation to the performance of our stock while creating an incentive for sustained growth and employee retention. To meet these objectives, our NEOs receive equity-based compensation.

Since 2007, the Compensation Committee has only granted restricted stock unit awards to our NEOs; no stock options have been granted to our NEOs since 2006. The Compensation Committee believes that the use of restricted stock unit awards reduces the overall compensation cost to us compared to the cost of granting options at levels intended to convey similar value, yet offers our NEOs a competitive and more stable level of equity-based compensation, providing them the opportunity to be owners of and to share in the success of the company. In 2013, our restricted stock unit grants for our NEOs were authorized and made on February 25, 2013, and vest in equal increments annually over four years. See “Equity-Based Compensation” section below for further discussion of the NEOs’ equity-based compensation.

Amended and Restated Senior Management Incentive Plan

Under the Amended SMIP, designated senior executives of the company are eligible to receive performance bonus payments and equity-based compensation. In 2013, each participant had the opportunity to earn up to 200% of his targeted performance bonus based on our achievement of certain targeted levels of financial performance established by the Compensation Committee and based on recommendations of the Chief Executive Officer. Each targeted performance goal is weighted in order to calculate an overall percentage achievement against targeted performance goals; the resulting percentage is then used as a multiplier to determine the annual performance bonus earned.

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The performance goals for 2013, which the Compensation Committee adopted in March 2013, were measured against achievement of targeted levels of: (1) EBITDA, weighted at 20%; (2) operating income, or EBIT, weighted at 20%; (3) operating income as a percentage of revenue, or EBIT Margin, weighted at 30%; and (4) net cash provided by operating activities as a percentage of revenue, or CFFO Margin, weighted at 30%. Because the operating budget adopted by the Board of Directors is a compilation of stretch goals set for each operating location, the targeted performance goals reflect a percentage or factor of the final budget, as set forth below:

Original 2013 Budget

2013 Factor

2013 Targeted Performance Goal

EBITDA

$688.2M

96.0%

$660.7M

EBIT

$440.8M

96.0%

$423.2M

EBIT Margin

22.7%

N/A

21.8%

CFFO Margin

26.4%

97.0%

25.6%

Under the terms of the Amended SMIP, the Compensation Committee, in its complete and sole discretion, may adjust the targeted performance goals if an acquisition, significant new contract or extraordinary event results in a significant impact relative to the goals in order to take account of the impact of that acquisition, contract or event. For these purposes, the Compensation Committee determines operating income, or EBIT, by adjusting for any gains or losses on disposal of assets, and determines EBITDA by adding depreciation and amortization to operating income. The Compensation Committee chose these measures of performance because they are widely used by investors as valuation measures in the solid waste industry and because the targeted goals encourage improving free cash flow and returns on invested capital.

For 2013, the target bonuses were set at 115% of the Chief Executive Officer’s base salary and 75% of the base salary of each of the other participants, and a multiplier is used so that if the company achieves 100% of its target, the participants receive 100% of their performance bonuses. These percentages have remained unchanged since 2010. The multiplier may result in the participants being paid a greater or lesser percentage of their targeted performance bonuses (from 200% to 0%), based on their position and whether the company’s performance is greater or less than 100% of the target, in accordance with the following sliding scale, with interpolation to the extent achievement is between listed achievement:

						Bonus as % of Base Salary
% Target Achievement		Target % Multiplier				CEO				Other Participants
105% or Higher			200	%			230	%			150	%
104%			180	%			207	%			135	%
103%			160	%			184	%			120	%
102%			140	%			161	%			105	%
101%			120	%			138	%			90	%
100%			100	%			115	%			75	%
99%			80	%			92	%			60	%
98%			60	%			69	%			45	%
97%			40	%			46	%			30	%
96%			20	%			23	%			15	%
95%			0	%			0	%			0	%

Payments under this program are contingent on continued employment at the time of payout, subject to the terms of any applicable employment agreements.

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2013 Adjusted Target Goals and Results

Adjusted targeted performance goals and adjusted results and corresponding target percentages for 2013 were as follows:

		Adjusted Target(1)				Actual Results(1)				Actual Results as % of Target				Weighting				Target Achievement
EBITDA			$666.1M				$654.0M				98.2%				20%				19.6%
EBIT			$429.9M				$410.2M				95.4%				20%				19.1%
EBIT Margin			22.0%				21.3%				96.8%				30%				29.0%
CFFO Margin			25.6%				26.9%				104.9%				30%				31.5%
Overall Achievement																			99.2%

We achieved a weighted-average of 99.2% of our NEOs’ targeted performance goals in 2013 compared to 100.6% in 2012. This decrease in achievement of targeted performance goals resulted in an approximate 13.5% year-over-year reduction in 2013’s combined cash performance bonuses from the prior year level for our NEOs. For 2013, bonuses based upon overall target achievement and actual annual performance bonuses as a percentage of each participant’s annual base salary were as follows:

Name		Target Achievement Bonus % of Base Salary				Actual Bonus % of Base Salary
Ronald J. Mittelstaedt			97%				97%
Worthing F. Jackman			63%				63%
Steven F. Bouck			63%				63%
Darrell W. Chambliss			63%				63%

Actual annual incentive bonus amounts earned by the NEOs for 2013 under the Amended SMIP are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

In lieu of paying an annual performance bonus in cash, the Compensation Committee, in its complete and sole discretion, may choose to pay the annual performance bonus in restricted stock units issued under our Third Amended and Restated 2004 Equity Incentive Plan or any succeeding plan we adopt. If restricted stock units are issued, their value, as determined by the Compensation Committee, will be at least 125% of the earned cash bonus to compensate for the risk and vesting period associated with the underlying stock. All 2013 bonuses paid pursuant to the Amended SMIP were paid in cash.

On March 18, 2014, the Compensation Committee approved our annual cash-based incentive bonus program under the 2014 Plan that is substantially similar to the program used in 2013, subject to stockholder approval of the 2014 Plan (see “Proposal 4 — Approval of Adoption of 2014 Incentive Award Plan”).

Management Incentive Compensation Program

Mr. Little is not a participant in the Amended SMIP. Mr. Little participates in the company’s Management Incentive Compensation Program for corporate and region officers (the “MICP”), which is a discretionary program administered by the Compensation Committee that is generally funded based upon our achievement of the same four financial metrics described above for the Amended SMIP as general guidelines for the Compensation Committee to determine the actual bonus payouts. Under the MICP, however, the Compensation Committee retains the discretion to adjust the bonus pool used for the program based upon any additional factors it determines necessary or appropriate and the goals under the MICP are not communicated to participants in advance. Under the terms of the MICP for 2013, Mr. Little’s target bonus level was 50% of his annual base salary. Actual bonuses paid under the MICP are established by the Compensation Committee in its sole discretion, based on the general guidelines of the MICP, and are contingent on continued employment at the time of payout. For 2013, Mr. Little’s actual bonuses equaled approximately 51% of his

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base salary, representing achievement of 100% of his targeted annual bonus. The actual annual incentive bonus amount earned by Mr. Little for 2013 is shown in the “Bonus” column of the Summary Compensation Table.

Exercise of Discretion in Executive Compensation Decisions

The Compensation Committee has complete discretion to withhold payment pursuant to any of our incentive compensation plans irrespective of whether we or our NEOs have successfully met the goals set under these plans. The Compensation Committee did not elect to withhold payment of any amounts under our incentive compensation plans with respect to the NEOs during 2013.

Equity-Based Compensation

Under the Amended SMIP, each participant also receives an annual long-term incentive grant of restricted stock units based on the subjective determination of the Compensation Committee of the performance of both the company and the individual during the fiscal year preceding the year in which such equity awards are granted and the objectives to maintain total market competitiveness related to the comparator group and to create an incentive for sustained growth and employee retention. Such restricted stock units are subject to a four-year vesting schedule approved by the Compensation Committee. While market competitiveness is an overall guideline, individual target opportunities may vary based on the Compensation Committee’s consideration of other factors, as discussed above. The size of the grant is targeted at approximately 200% of current base salary for Mr. Mittelstaedt and 150% of current base salary for Messrs. Jackman, Bouck and Chambliss. For 2013, the size of the grant for Mr. Mittelstaedt was approximately 202% of his base salary, the size of the grant for Mr. Jackman was approximately 176% of his base salary, reflecting Mr. Jackman’s significant contributions to the Company’s continuing success, and the size of the grants for Messrs. Bouck and Chambliss was approximately 152% of their respective base salaries. Mr. Little, who does not participate in the Amended SMIP, received a grant in 2013 that was approximately 129% of his base salary, based on the same factors considered for the participants under the Amended SMIP. See the “Grant of Plan Based Awards in Fiscal Year 2013” table for the amount of equity awards granted to each of the NEOs in 2013.

On March 18, 2014, the Compensation Committee approved grants of performance-based restricted stock unit awards to each NEO with a three-year performance period (the “2014 – 2016 PSUs”), subject to stockholder approval of the 2014 Plan (see “Proposal 4 — Approval of Adoption of 2014 Incentive Award Plan”). Each participant has the opportunity to earn up to 150% of the target number of shares subject to the 2014 – 2016 PSUs based on achievement of a return on invested capital, or ROIC, goal and an EBITDA growth goal, each of which is weighted 50%.

Stock Ownership Guidelines

To further align management and stockholder interests and discourage inappropriate or excessive risk-taking, our Compensation Committee has established stock ownership guidelines for our executive officers. The current minimum ownership thresholds are as follows:

Once an executive officer has acquired a number of company shares that satisfies the ownership multiple then applicable to him or her, such number of shares then becomes his or her minimum ownership requirement (even if the officer’s salary increases or the fair market value of such shares subsequently changes) until he or she is promoted to a higher level. Notwithstanding the foregoing, once an individual is determined to be in compliance with the ownership guidelines as of the assessment date, he or she shall be deemed to remain in compliance, regardless of any subsequent stock price fluctuations, as long as such individual maintains ownership of at least the same number of shares as that required as of the assessment date for which he or she was previously compliant.

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Each executive officer is expected to attain the applicable stock ownership threshold under the guidelines within five years following the later of (i) the first annual assessment with respect to such individual or (ii) the first annual compliance assessment at which a higher stock ownership multiple becomes applicable to such individual (due to a promotion or otherwise). The five-year phase-in period is intended to permit gradual accumulation of the incremental ownership associated with a new or higher multiple. For purposes of the calculation, shares deemed “beneficially owned” by the executive officer within the meaning of the rules of the SEC, as well as shares of restricted stock or RSUs subject to time-based vesting held by an executive officer, and vested or time-based unvested RSUs or resulting shares deposited into a deferred compensation plan or arrangement, are included in the calculation of the amount of such individual’s ownership.

As of the date of this proxy statement, all of our executive officers exceeded the requirements of our stock ownership guidelines.

Timing of Equity Awards

The Compensation Committee generally makes company-wide annual grants of equity-based compensation to our executive officers and other employees in late January or in February following the public release of year-end financial results and outlook for the upcoming year. This timing coincides with a number of events that make that timing optimum from the Compensation Committee’s standpoint: first, the Compensation Committee has available financial results from the previous year; and second, making the grants at this time allows management to notify employees of the amount of their annual grant award at or around the same time that management notifies employees of the amount of their cash performance bonus with respect to the previous year, which we typically pay in February.

Anti-Hedging/Pledging Policy

We have adopted a policy which prohibits executive officers and directors from engaging in transactions designed to hedge against the economic risks associated with an investment in our common stock or pledging our common stock in a margin account. These individuals may not engage in the purchase or sale of put and call options, short sales and other hedging transactions designed to minimize the risk of owning our common stock. In addition, these individuals may not pledge shares of our common stock as collateral for a margin account.

Other Benefits

We provide certain limited benefits to our employees, including the NEOs, to fulfill particular business purposes. In general, these benefits make up a very small percentage of total compensation for the NEOs.

401(k) Plan.  The NEOs are entitled to participate in a company-sponsored 401(k) profit sharing plan on the same terms as all employees. We make matching contributions of 50% of every dollar of a participating employee’s pre-tax and Roth contributions until the employee’s contributions equal five percent of the employee’s eligible compensation, subject to certain limitations imposed by the United States Internal Revenue Code, or the IRC. Employees are eligible to participate in the 401(k) plan beginning on the June 1 or December 1 first following completion of one full year of employment. Our matching contributions vest over five years. Beginning in 2014, we raised our matching contributions of 50% of every dollar from five percent to six percent of a participating employee’s eligible compensation, reduced the vesting period from five years to four years, and provided that employees are eligible to participate in the 401(k) plan beginning on the first day of the month following completion of sixty days of employment.

Deferred Compensation Plan.  We provide NEOs and certain other highly compensated employees the opportunity to defer receiving income until after they terminate their employment. This benefit offers tax advantages to eligible executives, permitting them to defer payment of their compensation and defer taxation on that compensation until after termination. We put the plan in place to mitigate the impact of our officers and other highly compensated employees being unable to make the maximum contribution permitted under the 401(k) plan due to certain limitations imposed by the IRC. We make a matching contribution of 50% of every dollar of a participating employee’s pre-tax eligible contributions until the employee’s contributions equal five percent of the employee’s eligible compensation, less the amount of any match we make on behalf of the employee under the company-sponsored 401(k) plan, and subject to certain deferral limitations imposed by the

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IRC on 401(k) plans, except that our matching contributions are 100% vested when made. The deferred compensation plan is described under the heading “Nonqualified Deferred Compensation in Fiscal Year 2013.” Beginning in 2014 and similar to changes in the 401(k) Plan, we raised our matching contributions of 50% of every dollar from five percent to six percent of a participating employee’s pre-tax eligible compensation, less the amount of any match we make on behalf of the employee under the company-sponsored 401(k) plan.

Other.  We also offer a number of benefits to the NEOs pursuant to benefit programs that provide for broad-based employee participation. In addition to the 401(k) plan described above, the benefits include medical, prescription drugs, dental and vision insurance, long-term disability insurance, life and accidental death and dismemberment insurance, health and dependent flexible spending accounts, a cafeteria plan and employee assistance benefits. These generally available benefits do not specifically factor into decisions regarding an individual executive’s total compensation or equity-based compensation package. These benefits are designed to help us attract and retain employees as we compete for talented individuals in the marketplace, where such benefits are commonly offered.

Perquisites and Other Personal Benefits

The material components of our NEOs’ compensation are described above. However in fiscal 2012, we relocated our corporate headquarters from Folsom, California to The Woodlands, Texas. In connection with the relocation, we established a company-wide relocation program for all employees. The company’s relocation program includes home marketing assistance to help sell an employee’s home, a guaranteed purchase offer, a directed offer above appraised value benefit, home purchase assistance, reimbursement of certain out-of-pocket expenses related to relocating and certain home sale expenses, shipment of household goods, temporary living allowance for relocation costs and tax gross-ups for certain relocation benefits. These relocation benefits are available to all employees, including our NEOs, who relocated from our previous headquarters in Folsom, California to our new headquarters in The Woodlands, Texas, and are subject to a five-year repayment obligation under which the employee may be required to refund to the company all or a portion of the moving and relocation expenses the company reimburses to the employee or pays for the employee in the event of certain terminations of employment before the expiration of the five-year repayment period.

The company engaged the services of an independent relocation company (the “Provider”) to provide the relocation and related services. Pursuant to the guaranteed purchase offer provision of the relocation program, the Provider offers to purchase an employee’s former residence at a purchase price equal to the average of two independent appraisals of the property (or if there is more than a 5% variance between the two appraised values, the average of the two out of three closest appraisal values) or equal to an independent third-party offer. Pursuant to the directed offer above appraised value provision of the relocation program, the company may, in its sole discretion and subject to applicable laws, direct the Provider to provide an employee with assistance to complete his or her home sale in a situation where the home appraises for less than a value agreed to by the company given the facts and circumstances surrounding the sale. The company will reimburse the Provider for all expenses, including any losses from the resale of the residence to a third-party buyer, and the company will receive the gains from the resale of the residence, if the resale price is greater than the price the Provider paid for the property.

For more information about the relocation benefits provided to our named executive officers, see the Summary Compensation Table and the accompanying footnotes. Perquisites are valued at the incremental cost to the company.

Clawback Provisions

We do not currently have a policy requiring a fixed course of action with respect to compensation adjustments following later restatements of financial results beyond what is required under the Sarbanes-Oxley Act. Under those circumstances, the Compensation Committee would evaluate whether compensation adjustments are appropriate based upon the facts and circumstances surrounding the restatement. Under the Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, the stock exchanges and the SEC have been directed to adopt rules that would require companies to adopt a policy to recover certain

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compensation in the event of a material accounting restatement. We expect to adopt a policy as required by the Dodd-Frank Act when final regulations have been provided by the SEC and the New York Stock Exchange.

Tax Deductibility Considerations

Section 162(m) of the IRC generally disallows an income tax deduction to publicly held corporations for compensation in excess of $1,000,000 paid for any fiscal year to the corporation’s “covered employees,” which is defined in Section 162(m) as the Chief Executive Officer and the three other most highly compensated executive officers, other than the Chief Financial Officer. However, the statute exempts qualifying performance-based compensation from the deduction limit if certain requirements are met. The Compensation Committee believes that, in establishing compensation plans and arrangements for our executive officers, the potential deductibility of the compensation payable under those plans and arrangements should be only one of a number of relevant factors taken into consideration, and not the sole governing factor. For that reason, in certain situations, the Compensation Committee may approve compensation that will not meet qualifying performance-based compensation requirements in order to assure competitive total compensation for the executive officers.

Severance and Change in Control Arrangements

The Compensation Committee believes that the company’s current and historic successes are due in large part to the leadership, skills and performance of the NEOs, and that it is critical to maintain the stability of the company by providing severance and change in control benefits in order to encourage NEO retention through a change in control. On February 13, 2012, we entered into a new Separation Benefits Plan and Employment Agreement with Mr. Mittelstaedt (the “CEO Separation Benefits Plan”), and a Separation Benefits Plan under which eligible executives, including our NEOs (other than Messrs. Mittelstaedt and Little) may receive certain severance and change in control benefits (the “NEO Separation Benefits Plan,” together with the CEO Separation Benefits Plan, the “Separation Benefits Plans”). The CEO Separation Benefits Plan superseded and replaced the employment agreement of Mr. Mittelstaedt, dated March 1, 2004, as amended, and the NEO Separation Benefits Plan and related participation letters superseded the employment agreements of Messrs. Jackman, Bouck, and Chambliss, dated as of April 11, 2003, October 1, 2004 and June 1, 2000, respectively. Mr. Little’s employment agreement, which was executed in September 1999, provides that Mr. Little may receive certain severance and change in control benefits. The specific terms of the Severance Benefits Plans and provisions regarding severance and change in control for Mr. Little’s agreement are described below under “Potential Payments Upon Termination or Change in Control.”

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Compensation Committee Report

The Compensation Committee of the Board of Directors has reviewed and discussed with management the “Compensation Discussion and Analysis” required by Item 402(b) of Regulation S-K. Based on the review and discussions referred to above, the Committee recommended to the Board of Directors that the “Compensation Discussion and Analysis” be incorporated into both our Annual Report on Form 10-K and Proxy Statement on Schedule 14A for the fiscal year ended December 31, 2013.

This report is submitted on behalf of the Compensation Committee.

William J. Razzouk, Chairman
Edward E. “Ned” Guillet
Michael W. Harlan

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COMPENSATION RISK ASSESSMENT

We believe our compensation policies and practices do not present any risk that is reasonably likely to have a material adverse effect on the company. We believe our approach to setting performance targets, evaluating performance, and establishing payouts does not promote excessive risk-taking. We believe that the components of our pay mix — base salary, annual cash incentive bonuses, and long-term equity grants  — appropriately balance near-term performance improvement with sustainable long-term value creation.

We considered the following elements of our compensation policies and practices when evaluating whether such policies and practices encourage our employees to take unreasonable risks:

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SUMMARY COMPENSATION TABLE

The following table summarizes the total compensation earned by each of our NEOs in 2013, 2012 and 2011. The amounts set forth in the “Stock Awards” column include one-time equity grants in 2012 of shares of company stock to Messrs. Mittelstaedt, Bouck, Jackman and Chambliss made by the Compensation Committee of our Board of Directors at the time each of those NEOs and the company entered into the CEO Plan or Participation Letter Agreement, as applicable. For Messrs. Bouck and Jackman, the amounts for 2013 set forth in the “All Other Compensation” column include company-wide relocation benefits received by them in 2013 in connection with the relocation of our headquarters from California to Texas. Except for Messrs. Chambliss and Little, the amounts for 2012 set forth in the “All Other Compensation” column include company-wide relocation benefits received by the NEOs in 2012 in connection with the relocation of our headquarters from California to Texas.

Name and Principal Position		Year				Salary ($)(2)				Bonus ($)				Stock Awards ($)(3)				Option Awards ($)				Non-Equity Incentive Plan Compensation ($)(4)				Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)				All Other Compensation ($)(5)				Total ($)
Ronald J. Mittelstaedt Chief Executive Officer and Chairman			2013				828,050				—				1,681,572				—				804,678				—				68,643				3,382,943
			2012				716,001				—				3,230,044				—				923,305				—				111,122				4,980,472
			2011				605,843				—				1,320,478				—				1,131,600				—				27,313				3,085,234
Worthing F. Jackman Executive Vice President and Chief Financial Officer			2013				436,392				—				771,596				—				275,940				—				38,446				1,522,374
			2012				400,001				—				947,524				—				336,400				—				245,692				1,929,617
			2011				359,736				—				591,087				—				438,000				—				6,992				1,395,815
Steven F. Bouck President			2013				545,250				—				830,688				—				345,240				—				24,668				1,745,846
			2012				482,999				—				1,120,506				—				406,203				—				144,313				2,154,021
			2011				421,837				—				690,386				—				510,000				—				19,037				1,641,260
Darrell W. Chambliss Executive Vice President and Chief Operating Officer			2013				420,688				—				639,676				—				265,860				—				12,650				1,338,874
			2012				390,999				—				934,031				—				328,831				—				10,725				1,664,586
			2011				360,179				—				588,397				—				434,400				—				7,135				1,390,111
James M. Little Senior Vice President –  Engineering and Disposal(1)			2013				330,423				170,000				430,508				—				—				—				24,279				955,210

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In 2013, All Other Compensation paid to our NEOs consisted of the following amounts:

Name		Matching Contributions to 401(k) ($)				Company Contributions Under Nonqualified Deferred Compensation Plan ($)				Life Insurance Premiums Paid by Company(1) ($)				Professional Association Dues ($)				Club Dues ($)				Personal Use of Corporate Aircraft Incidental to Business Function ($)				Purely Personal Use of Corporate Aircraft ($)				Relocation Expenses(2) ($)				Total All “Other” Compensation ($)
Ronald J. Mittelstaedt			—				8,750				2,458				—				11,431				347				45,657				—				68,643
Worthing F. Jackman			—				8,750				2,331				—				11,431				852				—				15,082				38,446
Steven F. Bouck			3,900				4,850				3,494				432				2,187				185				—				9,620				24,668
Darrell W. Chambliss			4,207				4,543				3,755				—				—				145				—				—				12,650
James M. Little			5,251				3,010				4,543				—				11,431				44				—				—				24,279

Bouck.  During fiscal 2013, pursuant to the company-wide relocation benefits program available to all employees that relocated from California to Texas due to the relocation of our headquarters, Mr. Bouck received $9,620 related to relocation expenses, including $2,545 in tax gross-ups related to those expenses.

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GRANTS OF PLAN BASED AWARDS IN FISCAL YEAR 2013

The following table summarizes the amount of awards under the Amended SMIP and equity awards granted in 2013 for each of the NEOs.

						Estimated Potential Payouts Under Non-Equity Incentive Plan Awards(1)												Estimated Future Payouts Under Equity Incentive Plan Awards												All Other Stock Awards: Number of Shares of Stock or Units (#)(2)				All Other Option Awards: Number of Securities Underlying Options (#)				Exercise or Base Price of Option Awards ($/Sh)				Grant Date Fair Value of Stock and Option Awards ($)(3)
Name		Grant Date				Threshold ($)				Target ($)				Maximum ($)				Threshold (#)				Target (#)				Maximum (#)
Ronald J. Mittelstaedt			2/25/13				—				—				—				—				—				—				49,458				—				—				1,681,572
			—				191,590				957,950				1,915,900				—				—				—				—				—				—				—
Worthing F. Jackman			2/25/13				—				—				—				—				—				—				22,694				—				—				771,596
			—				65,700				328,500				657,000				—				—				—				—				—				—				—
Steven F. Bouck			2/25/13				—				—				—				—				—				—				24,432				—				—				830,688
			—				82,200				411,000				822,000				—				—				—				—				—				—				—
Darrell W. Chambliss			2/25/13				—				—				—				—				—				—				18,814				—				—				639,676
			—				63,300				316,500				633,000				—				—				—				—				—				—				—
James M. Little			2/25/13				—				—				—				—				—				—				12,662				—				—				430,508

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OUTSTANDING EQUITY AWARDS AT 2013 FISCAL YEAR-END

The following table summarizes unexercised options and restricted stock units that have not vested and related information for each of our NEOs as of December 31, 2013.

		Option Awards												Stock Awards
Name		Number of Securities Underlying Unexercised Options Exercisable (#)				Option Exercise Price ($)				Option Expiration Date				Number of Shares or Units of Stock That Have Not Vested (#)(1)				Market Value of Shares or Units of Stock That Have Not Vested ($)(7)
Ronald J. Mittelstaedt			—				—				—				9,239	(2)			403,098
			—				—				—				13,199	(3)			575,872
			—				—				—				22,580	(4)			985,165
			—				—				—				29,305	(5)			1,278,577
			—				—				—				49,458	(6)			2,157,852
Worthing F. Jackman			—				—				—				5,508	(2)			240,314
			—				—				—				5,909	(3)			257,810
			—				—				—				10,108	(4)			441,012
			—				—				—				13,044	(5)			569,110
			—				—				—				22,694	(6)			990,139
Steven F. Bouck			—				—				—				6,841	(2)			298,473
			—				—				—				7,329	(3)			319,764
			—				—				—				11,806	(4)			515,096
			—				—				—				15,189	(5)			662,696
			—				—				—				24,432	(6)			1,065,968
Darrell W. Chambliss			—				—				—				5,952	(2)			259,686
			—				—				—				6,369	(3)			277,879
			—				—				—				10,062	(4)			439,005
			—				—				—				12,938	(5)			564,485
			—				—				—				18,814	(6)			820,855
James M. Little			—				—				—				3,045	(2)			132,853
			—				—				—				4,030	(3)			175,829
			—				—				—				6,017	(4)			262,522
			—				—				—				8,649	(5)			377,356
			—				—				—				12,662	(6)			552,443

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OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2013

The following table summarizes each exercise of stock options, each vesting of restricted stock units and related information for each of our NEOs on an aggregated basis during 2013.

		Option Awards								Stock Awards
Name		Number of Shares Acquired on Exercise (#)				Value Realized on Exercise ($)				Number of Shares Acquired on Vesting (#)				Value Realized on Vesting ($)
Ronald J. Mittelstaedt			—				—				36,757				1,915,672
Worthing F. Jackman			—				—				18,665				914,105
Steven F. Bouck			—				—				22,344				1,106,922
Darrell W. Chambliss			—				—				19,357				947,548
James M. Little			—				—				11,548				569,236

PENSION BENEFITS IN FISCAL YEAR 2013

We do not sponsor any qualified or non-qualified defined benefit plans for any of our executive officers, including the NEOs.

NONQUALIFIED DEFERRED COMPENSATION IN FISCAL YEAR 2013

The following table summarizes the participation of our NEOs during 2013 in our Nonqualified Deferred Compensation Plan, which is our only plan that provides for the deferral of compensation on a basis that is not tax-qualified.

Name		Executive Contributions in Last Fiscal Year ($)(1)				Registrant Contributions in Last Fiscal Year ($)(1)				Aggregate Earnings in Last Fiscal Year ($)(2)				Aggregate Withdrawals/ Distributions ($)				Aggregate Balance at Last Fiscal Year End ($)(3)
Ronald J. Mittelstaedt			898,159				8,750				595,950				—				7,464,631
Worthing F. Jackman			183,399				8,750				202,900				(35,123	)			900,791
Steven F. Bouck			314,459				4,850				1,736				—				1,715,812
Darrell W. Chambliss			291,588				4,543				362,081				—				1,617,905
James M. Little			127,841				3,010				36,274				—				264,321

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The NEOs and certain other highly compensated employees are entitled to participate in the Nonqualified Deferred Compensation Plan, which we put in place to mitigate the impact of our officers and other highly compensated employees being unable to make the maximum contribution permitted under the 401(k) plan due to certain limitations imposed by the IRC. The Nonqualified Deferred Compensation Plan allows an eligible employee to voluntarily defer receipt of up to 80% of the employee’s base salary, and up to 100% of bonuses, commissions and restricted stock unit grants. We make a matching contribution of 50% of every dollar of a participating employee’s pre-tax eligible contributions until the employee’s contributions equal five percent of the employee’s eligible compensation, less the amount of any match we make on behalf of the employee under the company-sponsored 401(k) plan, and subject to certain deferral limitations imposed by the IRC on 401(k) plans, except that our matching contributions are 100% vested when made. Except for restricted stock units that are deferred, the company also credits an amount reflecting a deemed return to each participant’s deferred compensation account periodically, based on the returns of various mutual funds or measurement funds selected by the participant. Restricted stock units that are deferred are credited as shares of company common stock, which had a 2013 annual rate of return of 30.5%. The earnings on an employee’s deferred compensation may exceed or fall short of market rate returns, depending on the performance of the funds selected compared to the markets in general. Beginning in 2014 and similar to changes in the 401(k) Plan, we raised our matching contributions of 50% of every dollar from five percent to six percent of a participating employee’s pre-tax eligible compensation, less the amount of any match we make on behalf of the employee under the company-sponsored 401(k) plan.

The investment options that are offered by our plan administrator and their annual rates of return for the calendar year ended December 31, 2013, are set forth in the following table.

Name of Investment Option		Rate of Return in 2013 (%)
AIM Mid Cap Core Equity			28.81
AllianceBern VPS Real Estate A			4.19
American Funds IS International 2			21.63
Fidelity VIP Mid Cap Svc			36.06
Franklin Rising Dividends Securities			29.69
Franklin Small Cap Value Securities CI2			36.24
Frontier Capital Appreciation Fund			39.20
Ivy Funds VIP High Income			10.50
Janus Aspen Balanced Svc			19.80
Janus Aspen Forty Svc			30.89
Janus Aspen Overseas Svc			14.28
Janus Aspen Perkins Mid Cap Value Svc			25.81
MFS Var Ins Tr II Intl Value SC			27.63
MFS VIT Value – SC			35.59
PIMCO VIT Real Return Admin			-9.22
PIMCO VIT Total Return Admin			-1.96
Pioneer Emerging Markets VCT I			-1.97
Royce Capital Small-Cap Inv			34.75
T. Rowe Price Limited Term Bond			0.13
Van Eck VIP Tr Global Hard Assets I			10.53
Vanguard Var Ins Money Market			0.11

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Distributions from the Nonqualified Deferred Compensation Plan are automatically triggered by the occurrence of certain events. Upon termination of employment or retirement, a participant will receive a distribution from the plan in the form he previously selected — either in a lump sum or in annual installments over any period selected, up to fifteen years. Payments will commence within 60 days after the last day of the six-month period immediately following the termination or retirement date. If a participant becomes disabled, he will receive his entire account balance in a lump sum within 60 days of the date on which he became disabled. Upon the death of a participant during employment or while receiving his retirement benefits under the plan, his unpaid account balance will be paid to his beneficiary in a lump sum within 60 days of the date the plan committee is notified of his death.

Participants also elect whether to receive a distribution of their entire account balance in a lump sum upon a change in control of our company, as defined in the plan, or whether to have their account balance remain in the plan after a change in control. In the absence of such an election, a participant will receive a distribution after a change in control occurs. Participants may also choose to receive lump sum distributions of all or a portion of their account balances upon optional, scheduled distribution dates or upon an unforeseeable financial emergency. Optional distribution dates must be a January 1 that is at least three years after the end of the plan year in which the deferral election is made. Optional distributions may be postponed, subject to certain conditions specified in the plan. Distributions upon an unforeseeable financial emergency are also subject to certain restrictions specified in the plan.

EQUITY COMPENSATION PLAN INFORMATION

The following is a summary of all of our equity compensation plans and individual arrangements that provide for the issuance of equity securities as compensation, as of December 31, 2013.

Equity Compensation Plan Category		(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights				(b) Weighted-average exercise price of outstanding options, warrants and rights				(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Approved by stockholders(1)			1,524,905	(2)(3)		$	14.71	(4)			1,046,592	(5)
Not approved by stockholders(7)			139,964	(6)		$	24.50				0	(6)
Total			1,664,869			$	18.46	(4)			1,046,592

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The material features of our equity compensation plans not approved by stockholders are described below.

2002 Stock Option Plan

In 2002, our Board of Directors authorized the 2002 Stock Option Plan. Participation in the 2002 Stock Option Plan was limited to consultants and employees, other than officers and directors. Options granted under the 2002 Stock Option Plan are nonqualified stock options and have a term of no longer than ten years from the date they are granted. Options generally become exercisable in installments pursuant to a vesting schedule set forth in each option agreement. The Compensation Committee currently administers the 2002 Stock Option Plan. However, while options previously granted under the 2002 Stock Option Plan remain outstanding, the Board of Directors unanimously adopted resolutions in 2008 approving the reduction of the shares available for future issuance under the plan from 128,636 to zero, and as a result no further awards may be granted under the plan. Options previously granted under the plan have exercise prices per share as determined by the Compensation Committee at the time of grant. Immediately prior to a change in control, all outstanding options under the 2002 Stock Option Plan will automatically accelerate and become immediately exercisable. The Compensation Committee may in its discretion provide that the shares subject to an option under the 2002 Stock Option Plan may (i) continue as an immediately exercisable option, (ii) be assumed as immediately exercisable options by the surviving corporation or its parent, (iii) be substituted by immediately exercisable options granted by the surviving corporation or its parent with substantially the same terms for the option, or (iv) be cancelled after payment to optionee of an amount in cash or other consideration delivered to the stockholders of the company reduced by the exercise price.

2002 Consultant Incentive Plan

In 2002, our Board of Directors authorized the 2002 Consultant Incentive Plan, under which warrants to purchase our common stock were issuable to certain of our consultants. Warrants awarded under the Consultant Incentive Plan are subject to a vesting schedule set forth in each warrant agreement. Historically, warrants issued have been fully vested and exercisable at the date of grant. The Compensation Committee currently administers the 2002 Consultant Incentive Plan. All warrants granted under the plan have purchase prices per share at least equal to the fair market value of the underlying common stock on the date of grant. While warrants granted under plan remain outstanding, the term of the plan expired in 2012, and as a result no further awards may be granted under the plan.

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Severance Arrangements in Effect in 2013

Our NEOs are entitled to certain payments and benefits upon qualifying terminations of employment and, in certain cases, a change in control under the Separation Benefits Plans and our Third Amended and Restated 2004 Equity Incentive Plan. The following discussion describes the terms of these payments and benefits and the circumstances in which they will be paid or provided.

CEO Separation Benefits Plan

Mr. Mittelstaedt is eligible to receive severance benefits and change in control payments pursuant to the CEO Separation Benefits Plan. Under the terms of the CEO Separation Benefits Plan, Mr. Mittelstaedt is entitled to receive, upon a termination by us without “cause” (as defined below), or resignation by Mr. Mittelstaedt for “good reason” (as defined below) prior to a change in control (as defined below) or upon a termination due to death or permanent disability: (i) a lump-sum cash payment equal to $7,500,000, payable on or within 60 days following the date of his termination; (ii) coverage under our group medical insurance of Mr. Mittelstaedt and his eligible dependents for three years following termination, provided that Mr. Mittelstaedt will be obligated to pay the company for the premiums for such coverage on an after-tax basis (the “Health Insurance Benefit”); (iii) accelerated vesting of all of Mr. Mittelstaedt’s outstanding but unvested time-based equity awards; (iv) a pro-rated portion Mr. Mittelstaedt’s performance-based equity awards, following our determination of actual performance achievement following the end of the performance cycle; and (v) with respect to Mr. Mittelstaedt’s outstanding stock options, an extended post-termination exercise period through the earlier of the fifth anniversary of Mr. Mittelstaedt’s date of termination or the expiration date of such stock options pursuant to their original terms.

Upon a termination by us without cause or resignation by Mr. Mittelstaedt for good reason within two years after a change in control, Mr. Mittelstaedt is entitled to receive a lump-sum cash payment equal to $7,500,000, payable on or within 60 days following the date of his termination and coverage under our group medical insurance of Mr. Mittelstaedt and his eligible dependents for three years following termination, provided that Mr. Mittelstaedt will be obligated to pay the company for the premiums for such coverage on an after-tax basis. Further, the CEO Separation Benefits Plan includes a so-called “best pay” provision where payments and benefits provided on account of a change in control shall be made to Mr. Mittelstaedt in full or in such lesser amount as would result in no portion of the payments being subject to an excise tax under Section 280G and Section 4999 of the IRC, whichever of the foregoing amounts is greater on an after-tax basis.

In consideration of the severance benefits under the CEO Plan, Mr. Mittelstaedt must abide by certain restrictive covenants in the CEO Separation Benefits Plan, including a commitment by Mr. Mittelstaedt not to compete in restricted territory with our competitors and not to solicit our customers or employees (with a few limited exceptions with respect to certain of our executive officers) for 12 months following the date of Mr. Mittelstaedt’s termination of employment. Additionally, in the event of certain terminations of employment, Mr. Mittelstaedt is eligible to receive an amount equal to $7,000,000 in a lump sum on the first anniversary of the date of his termination if the company determines, in its discretion, to extend the post-termination restrictive covenant period from 12 months to 24 months after his termination of employment.

Separation Benefits Plan for Other NEOs (other than Mr. Little)

Our NEOs, other than Messrs. Mittelstaedt and Little, are eligible to receive certain separation benefits and change in control payments pursuant to the NEO Separation Benefits Plan. Under the terms of the NEO Separation Benefits Plan and their respective participation letter agreements under the NEO Separation Benefits Plan, each of Messrs. Bouck, Jackman and Chambliss are entitled to receive, upon a termination by us without “cause” or resignation by such NEO for “good reason” prior to a change in control: (i) a cash payment equal to $3,900,000 (for Mr. Bouck) or $3,300,000 (for each of Messrs. Jackman and Chambliss), payable one-third on the termination date and, provided that the applicable NEO has complied with the non-competition and non-solicitation provisions of the NEO Separation Benefits Plan, one-third on each of the first and second anniversaries of the termination date; (ii) full accelerated vesting of the applicable NEO’s

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outstanding but unvested time-based equity awards; (iii) a pro-rated portion of the applicable NEO’s performance-based equity awards, following our determination of actual performance achievement following the end of the performance cycle; and (iv) with respect to the applicable NEO’s outstanding stock options, an extended post-termination exercise period through the earlier of the third anniversary of the termination date or the expiration of the original term of such stock options.

Messrs. Bouck, Jackman and Chambliss are also entitled to the foregoing benefits if such NEO’s employment is terminated as a result of their death, except that any cash payments will be paid in a lump sum on or within 60 days following the date of death. In the event of a termination of employment due to permanent disability, each of Messrs. Bouck, Jackman and Chambliss are entitled to receive the benefits described above, except that in lieu of the cash payment, each such NEO will be entitled to: (A) a pro-rated portion of the applicable NEO’s target annual bonus for the year of termination, and (B) cash payments equal to the applicable NEO’s base salary through the remaining term of the NEO Separation Benefits Plan, to be paid one-third on the date of termination and, provided that the applicable NEO has complied with the non-competition and non-solicitation provisions of the NEO Separation Benefits Plan, one-third on each of the first and second anniversaries of the date of termination.

Upon a termination by us without cause or resignation by them for good reason within two years after a change in control, Messrs. Bouck, Jackman and Chambliss are entitled to receive a cash payment equal to $3,900,000 (for Mr. Bouck) and $3,300,000 (for each of Messrs. Jackman and Chambliss), payable in a lump sum on or within 60 days following the date of termination. Further, the NEO Separation Benefits Plan includes a so-called “best pay” provision where payments and benefits provided on account of a change in control shall be made to such participating NEOs in full or in such lesser amount as would result in no portion of the payments being subject to an excise tax under Section 280G and Section 4999 of the IRC, whichever of the foregoing amounts is greater on an after-tax basis.

In consideration of the above severance benefits, Messrs. Bouck, Jackman and Chambliss must abide by certain restrictive covenants in the NEO Separation Benefits Plan, including a commitment by the NEO not to compete with the company in a restricted territory and not to solicit our customers or employees for 12 months following the date of such NEO’s termination of employment.

For purposes of the Separation Benefits Plans, “good reason” is generally defined as: (i) assignment to the NEO of duties inconsistent with and resulting in a diminution of his position (including status, offices, titles, responsibilities and reporting requirements), authority, duties or responsibilities as they existed on the effective date of the Separation Benefits Plans; or any other action by the company which results in a diminution in such position, authority, duties or responsibilities; a substantial alteration in the title(s) of the NEO (so long as the existing corporate structure of the company is maintained); provided, however, that his failure to be in the same position (including status, offices, titles, responsibilities and reporting requirements) with the ultimate parent of the company will constitute “good reason”; (ii) the relocation of his principal place of employment to a location more than fifty (50) miles from its present location without his prior approval; (iii) a material reduction by the company in his total annual cash compensation without his prior approval; (iv) on or after a change in control, a material reduction by the company in his total annual compensation without his prior approval; (v) a failure by the company to continue in effect, without substantial change, any benefit plan or arrangement in which he was participating or the taking of any action by the company which would adversely affect his participation in or materially reduce his benefits under any benefit plan (unless such changes apply equally to all other management employees of company); (vi) any material breach by the company of any provision of the Separation Benefits Plans without his having committed any material breach of his obligations hereunder, which breach is not cured within twenty (20) days following written notice thereof to the company of such breach; or (vii) the failure of the company to obtain the assumption of the plan by any successor entity.

Employment Agreement with Mr. Little

We entered into an employment agreement with Mr. Little on September 13, 1999, and an amendment to the employment agreement on November 12, 2008 (as amended, the “Little Employment Agreement”). This agreement provides for certain payments to Mr. Little in the event of his termination without cause (as defined below) or upon a change in control (as defined below) of the company.

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Under the Little Employment Agreement, upon a termination by us without cause, Mr. Little is entitled to receive: (i) a lump sum payment in an amount equal to the greater of (x) his base salary through the end of the then-current term under the Little Employment Agreement and (y) one year of his base salary, generally to be paid on the date of termination; (ii) full accelerated vesting of all of Mr. Little’s outstanding but unvested options and other rights relating to the capital stock of the company; and (iii) with respect to any such options and rights, an extended post-termination exercise period through the third anniversary of the date of his termination. Mr. Little may also elect to forfeit receipt of all or part of the lump sum cash payment in exchange for payment by the company of all or part of the costs of his relocation to an area of his choice, with such amount to be determined by agreement between the company and Mr. Little.

Upon a termination due to Mr. Little’s disability or death, all of Mr. Little’s outstanding but unvested options and other rights relating to the capital stock of the company will fully vest, and the term of any such options and rights will be extended to the third anniversary of the date of termination.

For the purposes of the Little Employment Agreement, a change in control of the company is generally treated as a termination without cause of Mr. Little, unless he elects in writing to waive the applicable provision of his employment agreement. Thus, upon a change in control of the company, Mr. Little will be entitled to receive the same payments and benefits as he would have upon a termination by us without cause as described above.

In addition, in the event of a change in control after which any previously outstanding option or other right relating to our capital stock fails to remain outstanding, Mr. Little would be entitled to receive either: (i) an option, warrant or other right to purchase that number of shares of stock of the acquiring company (the “Successor Option”) that he would have received had he exercised his terminated Waste Connections options, warrants or rights immediately prior to the acquisition resulting in a change in control and received for the shares acquired on exercise of such options shares of the acquiring company in the change in control transaction such that the aggregate exercise price for the shares covered by such options would be the aggregate exercise price for the terminated Waste Connections options, warrants or rights; or (ii) a lump sum payment in an amount agreed to by Mr. Little and the company of at least, on an after-tax basis, the net after-tax gain he would have realized on exercise of the Successor Option of the acquiring company had he been issued a Successor Option and sale of the underlying shares, payable within ten days after the consummation of the change in control.

In consideration of the payments and benefits provided for in the Little Employment Agreement, Mr. Little must abide by certain restrictive covenants in Little Employment Agreement, including a commitment by the NEO not to compete with the company in a restricted territory until the first anniversary of the termination of the Little Employment Agreement and not to solicit our customers or employees until the second anniversary of the termination of the Little Employment Agreement or for that number of months used to calculate the amount actually paid as severance upon a termination by us without cause following the date of termination.

For the purposes of the Separation Benefits Plans and the Little Employment Agreement, “cause” is defined as: (i) a material breach of any of the terms of the agreement that is not immediately corrected following written notice of default specifying such breach; (ii) a breach of any of the provisions of the non-competition and non-solicitation provisions of the applicable agreement; (iii) repeated intoxication with alcohol or drugs while on company premises during its regular business hours to such a degree that, in the reasonable judgment of the other managers of the company, the employee is abusive or incapable of performing his duties and responsibilities under the agreement; (iv) conviction of a felony; or (v) misappropriation of property belonging to the company and/or any of its affiliates. Further, for the purposes of the Separation Benefits Plans and the Little Employment Agreement, a “change in control” is deemed to have occurred if:

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Third Amended and Restated 2004 Equity Incentive Plan

Pursuant to our Third Amended and Restated 2004 Equity Incentive Plan, immediately upon a change in control, outstanding and unvested RSUs shall automatically vest in full, and the shares subject to those vested RSUs shall be issued.

Potential Payments Tables

The following tables estimate the payments we would be obligated to make to each of our NEOs as a result of his termination or resignation (including, in certain cases, in connection with a change in control of our company), assuming such termination, resignation or change in control occurred on December 31, 2013. We have calculated these estimated payments to meet SEC disclosure requirements. The estimated payments are not necessarily indicative of the actual amounts any of our NEOs would receive in such circumstances.

For illustrative purposes only, the tables assume that: (a) a termination of employment or a change in control in our company occurred on December 31, 2013, as applicable; and (b) the price per share of our common stock is $43.63, the closing price on December 31, 2013, the last trading day of the 2013 fiscal year.

In addition to the amounts reflected in the tables, on termination of employment, all vested deferred compensation and other retirement benefits payable to the employee under benefit plans in which he then participated would be paid to him in accordance with the provisions of the respective plans. These plans include our voluntary 401(k) plan and our Nonqualified Deferred Compensation Plan.

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Ronald J. Mittelstaedt, Chief Executive Officer and Chairman

		Termination for Cause or by Employee Without Good Reason Not Subject to Optional Restricted Period				Termination for Cause or by Employee Without Good Reason Subject to Optional Restricted Period				Termination Without Cause, on Disability or by Employee For Good Reason Not Subject to Optional Restricted Period				Termination Without Cause, on Disability or by Employee For Good Reason Subject to Optional Restricted Period				Termination on Death				Termination in Connection with Change in Control
Base Salary		$	—	(1)		$	—	(1)		$	—	(5)		$	—	(5)		$	—	(5)		$	—	(5)
Bonus			—	(2)			—	(2)			—	(6)			—	(6)			—	(6)			—	(6)
Severance Payment			—				7,000,000	(4)			7,564,724	(7)			14,564,724	(9)			7,564,724	(7)			7,564,724	(7)
Unvested Stock Options, Restricted Stock Units and Other Equity in Company			—	(3)			—	(3)			5,400,565	(8)			5,400,565	(8)			5,400,565	(8)			5,400,565	(10)
TOTAL		$	—			$	7,000,000			$	12,965,289			$	19,965,289			$	12,965,289			$	12,965,289

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Worthing F. Jackman, Executive Vice President and Chief Financial Officer

		Termination for Cause				Termination Without Cause				Termination on Disability				Termination on Death				Termination by Employee For Good Reason				Termination by Employee Without Good Reason				Termination in Connection with Change in Control
Base Salary		$	—	(1)		$	—	(4)		$	1,314,000	(8)		$	—	(10)		$	—	(4)		$	—	(1)		$	—	(10)
Bonus			—	(2)			—	(5)			328,500	(9)			—	(11)			—	(5)			—	(2)			—	(11)
Severance Payment			—				3,300,000	(6)			—				3,300,000	(12)			3,300,000	(6)			—				3,300,000	(12)
Unvested Stock Options, Restricted Stock Units and Other Equity in Company			—	(3)			2,498,385	(7)			2,498,385	(7)			2,498,385	(7)			2,498,385	(7)			—	(3)			2,498,385	(13)
TOTAL		$	—			$	5,798,385			$	4,140,885			$	5,798,385			$	5,798,385			$	—			$	5,798,385

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Steven F. Bouck, President

		Termination for Cause				Termination Without Cause				Termination on Disability				Termination on Death				Termination by Employee For Good Reason				Termination by Employee Without Good Reason				Termination in Connection with Change in Control
Base Salary		$	—	(1)		$	—	(4)		$	1,644,000	(8)		$	—	(10)		$	—	(4)		$	—	(1)		$	—	(10)
Bonus			—	(2)			—	(5)			411,000	(9)			—	(11)			—	(5)			—	(2)			—	(11)
Severance Payment			—				3,900,000	(6)			—				3,900,000	(12)			3,900,000	(6)			—				3,900,000	(12)
Unvested Stock Options, Restricted Stock Units and Other Equity in Company			—	(3)			2,861,997	(7)			2,861,997	(7)			2,861,997	(7)			2,861,997	(7)			—	(3)			2,861,997	(13)
TOTAL		$	—			$	6,761,997			$	4,916,997			$	6,761,997			$	6,761,997			$	—			$	6,761,997

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Darrell W. Chambliss, Executive Vice President and Chief Operating Officer

		Termination for Cause				Termination Without Cause				Termination on Disability				Termination on Death				Termination by Employee For Good Reason				Termination by Employee Without Good Reason				Termination in Connection with Change in Control
Base Salary		$	—	(1)		$	—	(4)		$	1,266,000	(8)		$	—	(10)		$	—	(4)		$	—	(1)		$	—	(10)
Bonus			—	(2)			—	(5)			316,500	(9)			—	(11)			—	(5)			—	(2)			—	(11)
Severance Payment			—				3,300,000	(6)			—				3,300,000	(12)			3,300,000	(6)			—				3,300,000	(12)
Unvested Stock Options, Restricted Stock Units and Other Equity in Company			—	(3)			2,361,910	(7)			2,361,910	(7)			2,361,910	(7)			2,361,910	(7)			—	(3)			2,361,910	(13)
TOTAL		$	—			$	5,661,910			$	3,944,410			$	5,661,910			$	5,661,910			$	—			$	5,661,910

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James M. Little, Senior Vice President — Engineering and Disposal

		Termination for Cause				Termination Without Cause				Termination on Disability				Termination on Death				Termination by Employee				Change in Control(4)
Base Salary		$	—	(1)		$	—	(4)		$	—	(4)		$	—	(4)		$	—	(1)		$	—	(4)
Bonus			—	(2)			—				—				—				—	(2)			—
Severance Payment			—				335,000	(5)			—				—				—				335,000	(5)
Unvested Stock Options, Restricted Stock Units and Other Equity in Company			—	(3)			1,501,003	(6)			1,501,003	(6)			1,501,003	(6)			—	(3)			1,501,003	(6)
TOTAL		$	—			$	1,836,003			$	1,501,003			$	1,501,003			$	—			$	1,836,003

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Since January 20, 2005, Namen Chambliss has held the position of Network Manager for the company. Mr. N. Chambliss is the brother of Darrell Chambliss, our Executive Vice President and Chief Operating Officer. Previously, Mr. N. Chambliss held the position of Systems Operations Supervisor for the Eastern Region, and was based in our regional office in Tennessee. The total salary and incentive compensation we paid to Mr. N. Chambliss in 2013 was $128,212. In addition, Mr. N. Chambliss had $29,586 of restricted stock units vest in 2013. In 2013, we granted Mr. N. Chambliss 739 restricted stock units. The units were granted on the same general terms and conditions as units granted to other employees at the same management level. As Network Manager, Mr. N. Chambliss’ annual salary is $111,000 as of January 22, 2014.

Since January 2, 2008, Michelle Little has held the position of Director of Accounting for the company. Mrs. Little is the spouse of James Little, our Senior Vice President – Engineering and Disposal. The total salary and incentive compensation we paid to Mrs. Little in 2013 was $232,385. In addition, Mrs. Little had $105,443 of restricted stock units vest in 2013. In 2013, we granted Mrs. Little 1,583 restricted stock units. The units were granted on the same general terms and conditions as units granted to other employees at the same management level. As Director of Accounting, Mrs. Little’s annual salary is $185,000 as of February 1, 2013.

Review, Approval or Ratification of Transactions with Related Persons

The charter of our Board of Directors’ Nominating and Corporate Governance Committee provides that among the Committee’s responsibilities is the review and approval of any material transaction between us and any of our directors or executive officers or any entity affiliated with such a person, including assessing whether the transaction is fair and in our interests, why we should enter into it with a related rather than an unrelated party, and whether public disclosure is required.

In addition, the Nominating and Corporate Governance Committee developed and the Board of Directors approved our Corporate Governance Guidelines and our Code of Conduct and Ethics, including a Code of Ethics for the Chief Executive Officer and Senior Financial Officers, as required by Section 406 of the Sarbanes-Oxley Act. The Committee reviews the Guidelines and Code on an annual basis, or more frequently if appropriate, and recommends to the Board of Directors changes as necessary.

In addressing conflicts of interest, the Code provides that no officer, director or employee may be subject to influences, interests or relationships that conflict with the best interests of the company. It states that a conflict of interest exists when a person is in a position to influence a decision that may personally benefit that person or a person he or she is related to by blood or marriage as a result of the company’s business dealings. The Code provides that each officer, director and employee of the company must avoid any investment, interest or association that interferes or might interfere with that person’s independent exercise of judgment in the company’s best interests, and that service to the company should never be subordinated to personal gain or advantage.

In an effort to help avoid these and other conflicts of interest, the Code sets forth certain rules the company has adopted, including rules that prohibit: (a) officers, directors or any employees who buy or sell goods or services or have responsibility connected to buying and selling for or on behalf of the company and members of their respective families from having certain economic interests in business concerns that transact business with the company or are in competition with it; (b) officers, directors or employees or members of their respective families from giving or accepting certain gifts to or from any person soliciting or doing business with the company; (c) officers or employees of the company from serving as a director of any other company that is organized for profit without the written approval of the Nominating and Corporate Governance Committee; and (d) officers, directors or employees from having any material interest in a business that deprives the company of any business opportunity or is in any way detrimental to the company.

Each officer and director must report all actual or potential conflicts of interest to the Nominating and Corporate Governance Committee. Directors must also comply with the conflict provisions relating to directors set forth in our Corporate Governance Guidelines. The Nominating and Corporate Governance Committee will resolve all conflicts of interest involving officers or directors. If a conflict involves a member of the Nominating and Corporate Governance Committee, that committee will resolve the conflict only if there

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are two disinterested directors remaining on that committee. Otherwise, the matter will be resolved by the entire Board of Directors. If a significant conflict exists involving a director that cannot be resolved and cannot be waived, the director must resign.

The Nominating and Corporate Governance Committee has the sole authority to waive provisions of our Code of Conduct and Ethics with respect to executive officers and directors in specific circumstances where it determines that such waiver is appropriate, subject to compliance with applicable laws and regulations. Any such waivers will be promptly disclosed to our stockholders to the extent required by applicable laws and regulations.

On August 30, 2013, Mr. Harlan was appointed to the board of directors of Travis Acquisition, LLC, the parent of Travis Body & Trailer, Inc., a private company from which Waste Connections has purchased, and expects to continue to purchase in the future, an immaterial amount of equipment. In connection with his appointment, Mr. Harlan made an equity investment in Travis Acquisition, LLC. On August 29, 2013, after due consideration of the immaterial nature of the potential conflicts of interest that may be presented by Mr. Harlan’s relationships with Travis Body & Trailer, Inc., the Nominating and Corporate Governance Committee of the Board of Directors of Waste Connections waived the application of Section 1 of Waste Connections’ Code of Conduct and Ethics with respect to Mr. Harlan’s service on the board of directors of Travis Acquisition, LLC and his ownership of an equity interest in Travis Acquisition, LLC, not to exceed 5%.

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AUDIT COMMITTEE REPORT

The Audit Committee has prepared the following report for Waste Connections’ stockholders.

The Audit Committee, whose chairman is Mr. Harlan and whose other current members are Messrs. Razzouk and Davis, met five times in 2013. The Audit Committee operates under a written charter adopted by the Board of Directors.

Management is responsible for Waste Connections’ internal controls and the financial reporting process. The company’s independent registered public accounting firm is responsible for: (i) auditing the effectiveness of the company’s internal control over financial reporting based on its audit; and (ii) performing an independent audit of the company’s consolidated financial statements in accordance with generally accepted auditing standards and issuing a report thereon. The Audit Committee’s responsibilities are to review the company’s internal controls and the objectivity of its financial reporting, and to meet with appropriate financial personnel and the company’s independent registered public accounting firm in connection with these reviews. The Audit Committee also reviews the professional services provided by the company’s independent registered public accounting firm and reviews such other matters concerning Waste Connections’ accounting principles and financial and operating policies, controls and practices, its public financial reporting policies and practices, and the results of its annual audit as the Audit Committee may find appropriate or as may be brought to the Audit Committee’s attention.

In this context, the Audit Committee has met and held discussions with Waste Connections’ management and its independent registered public accounting firm. Management represented to the Audit Committee that Waste Connections’ consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed the audited consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed by Public Company Accounting Oversight Board, or PCAOB, Auditing Standard No. 16 (Communications with Audit Committees).

The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communication with the Audit Committee concerning independence. The Audit Committee discussed with the independent registered public accounting firm that firm’s independence and considered the compatibility of non-audit services with the auditors’ independence.

Based on the Audit Committee’s review and discussions referred to above, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in Waste Connections’ Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC.

This report is submitted on behalf of the Audit Committee.

Michael W. Harlan, Chairman
Robert H. Davis
William J. Razzouk

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PROPOSAL 2 — APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP audited our consolidated financial statements for the fiscal year 2013. The Audit Committee of the Board of Directors requests that stockholders ratify its selection of PricewaterhouseCoopers LLP to serve as the company’s independent registered public accounting firm for the fiscal year 2014. We expect representatives of PricewaterhouseCoopers LLP to be present at the Annual Meeting of Stockholders. They will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions. Ratification by stockholders is not required by law, our Amended and Restated Certificate of Incorporation or our Third Amended and Restated Bylaws in order for the Audit Committee to appoint an independent registered public accounting firm, but the appointment is submitted to you by the Audit Committee in order to give stockholders a voice in the appointment of the company’s independent registered public accounting firm. If the stockholders should fail to ratify the appointment of PricewaterhouseCoopers LLP, the Audit Committee would reconsider the appointment. Even if stockholders approve the appointment, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the company and our stockholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE
RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR 2014.

The following table sets forth fees billed to the company for professional services rendered in 2013 and 2012 by PricewaterhouseCoopers LLP.

		2013				2012
Audit Fees		$	1,288,880			$	1,877,780
Audit-Related Fees			—				—
Tax Fees			—				200,855
All Other Fees			3,600				3,600
Total		$	1,292,480			$	2,082,235

Audit Fees consist of fees associated with both the audit of our consolidated financial statements and the audit of our internal control over financial reporting for fiscal years 2013 and 2012, review of the consolidated financial statements included in our quarterly reports on Form 10-Q, consents, assistance with review of documents filed with, or furnished to, the SEC, and accounting consultations, as well as out-of-pocket expenses incurred in the performance of audit services. For fiscal year 2012, the amount also includes fees for professional services rendered related to the issuance of comfort letters and for audit work related to the acquisition of R360 Environmental Solutions.

Tax Fees consist of fees associated with tax compliance, advice and planning in 2012, which principally included discussions regarding state income and excise taxes and various other tax-related consultations.

All Other Fees consist of a license fee for an online accounting and reporting research database.

The Audit Committee considers the services provided by PricewaterhouseCoopers LLP described under “Tax Fees” and “All Other Fees” to be compatible with PricewaterhouseCoopers LLP’s independence during the periods covered.

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Pre-Approval Policies and Procedures

The Audit Committee has adopted a policy that requires advance approval of all audit, audit-related, tax and other services performed by the independent registered public accounting firm. The policy provides for pre-approval by the Audit Committee of specifically defined audit and non-audit services. Unless the specific service has been previously pre-approved with respect to that year, the Audit Committee must approve the permitted service before the independent registered public accounting firm is engaged to perform it. The Audit Committee has delegated to the chairman of the Audit Committee authority to approve permitted services, provided that the chairman reports all approvals to the Audit Committee at its next meeting. All of the fees described above under “Audit Fees”, “Tax Fees” and “All Other Fees” were approved by the Audit Committee.

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PROPOSAL 3 — ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
(“SAY ON PAY”)

We are requesting our stockholders to provide advisory approval of the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis, the compensation tables, and the narrative discussion set forth on pages 17 to 49 of this proxy statement. This non-binding advisory vote, commonly referred to as a “say-on-pay” vote, is not intended to address any specific item of compensation, but rather to address our overall approach to the compensation of our named executive officers described in this proxy statement. In 2013, our stockholders overwhelmingly approved our “say-on-pay” proposal, with more than 96% of the votes cast voting in favor of the proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN
THIS PROXY STATEMENT.

Our Compensation Committee, which is responsible for designing and administering our executive compensation program, has designed our executive compensation program to provide a competitive and internally equitable compensation and benefits package that, among other objectives, reflects company performance, job complexity and value of the position, while ensuring long-term retention, motivation and alignment with the long-term interests of our stockholders. We believe the compensation program for our named executive officers has been instrumental in helping Waste Connections achieve strong financial performance and total stockholder returns. The company’s TSR was 30.5% in 2013, the 10^th consecutive year of positive TSR.

The following is a summary of some of the key points of our executive compensation program. We encourage you to carefully review the “Compensation Discussion and Analysis” beginning on page 17 of this proxy statement for additional details on Waste Connections’ executive compensation, including Waste Connections’ compensation philosophy and objectives, as well as the processes our Compensation Committee used to determine the structure and amounts of the compensation of our named executive officers in fiscal 2013.

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We are asking you to indicate your support for the compensation of our named executive officers as described in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we are asking you to vote, on an advisory basis, “For” the following resolution at the Annual Meeting:

“RESOLVED, that the compensation paid to Waste Connections, Inc.’s named executive officers, as disclosed pursuant to the Securities and Exchange Commission’s compensation disclosure rules, including the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth on pages 17 to 49 of this proxy statement, is hereby approved.”

While the results of this advisory vote are not binding, the Compensation Committee will consider the outcome of the vote in deciding whether to take any action as a result of the vote and when making future compensation decisions for named executive officers. Unless the Board of Directors modifies the determination on the frequency of future say-on-pay votes, the next say-on-pay vote will be held at the 2015 annual meeting of stockholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE
PROPOSAL TO APPROVE THE ADVISORY RESOLUTION APPROVING THE COMPENSATION
OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

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PROPOSAL 4 — APPROVAL OF ADOPTION OF THE 2014 INCENTIVE AWARD PLAN

Company Proposal

On January 28, 2014, our Board of Directors adopted the company’s 2014 Incentive Award Plan (the “2014 Plan”), subject to stockholder approval. We are asking you to approve the adoption of the 2014 Plan, including the authority to issue 3,250,000 shares of our common stock under the 2014 Plan. The material features of the 2014 Plan are described below. The 2014 Plan is intended to replace our existing Third Amended and Restated 2004 Equity Incentive Plan (the “2004 Plan”). If our stockholders approve the adoption of the 2014 Plan, no further awards will be made under the 2004 Plan, which is currently the only equity compensation plan for our employees. On March 18, 2014, the Compensation Committee approved our annual cash-based incentive bonus program under the 2014 Plan that is substantially similar to the program used in 2013, subject to stockholder approval of the 2014 Plan. Further, on March 18, 2014, the Compensation Committee approved grants of 2014 – 2016 PSUs (i.e., three-year performance-based restricted stock unit awards) under the 2014 Plan, subject to stockholder approval of the 2014 Plan (see “Compensation Discussion and Analysis — Equity-Based Compensation” for a more detailed description of such grants). Before the annual meeting, the company will not grant any further awards under the 2014 Plan. If stockholders do not approve the adoption of the 2014 Plan pursuant to this Proposal 4, we will not pay cash-based bonus compensation under the 2014 Plan and the 2014 – 2016 PSUs granted under the 2014 Plan will be terminated and forfeited.

Timing of Proposal

There are a number of reasons why we are seeking stockholder approval of the 2014 Plan at this time. The last time we sought stockholder approval of an amendment to our long-term equity incentive plan, which increased the maximum total number of authorized shares we might issue, was in 2010. At that time, we anticipated that the requested authorized share increase would be adequate to fund expected equity awards through 2013. In addition, since 2010, there have been several developments with respect to plan design and provisions, including governance-related best practices. Accordingly, the 2014 Plan updates certain provisions with the intent of being consistent with current best practices. Given the historic growth of the company, the Compensation Committee anticipates that the shares requested under the 2014 Plan should provide an adequate number of shares to fund expected awards under our equity compensation program over the next four to five years, accommodating anticipated grants related to the hiring, retention and promotion of employees and other service providers.

Adopting the 2014 Plan will make 3,250,000 shares of our common stock available for issuance, and no other shares from previously adopted equity incentive plans will be available for future awards. The 2014 Plan is designed to permit the company to make cash-based awards and equity-based awards intended to qualify as “performance-based compensation” under Section 162(m) of the IRC. Section 162(m) requires stockholder approval of performance measures every five years and, accordingly, the 2014 Plan is intended to also replace the Amended SMIP, the company’s cash-based bonus program, which was last approved in 2008. Furthermore, and as described below, the 2014 Plan is intended to facilitate our goal of transitioning toward a greater use of performance-based awards.

Why We Support the Proposal

The 2014 Plan is a significant element of our compensation philosophy and objectives.  The 2014 Plan governs awards of restricted stock units, restricted stock, performance shares or cash, non-qualified stock options and warrants to employees, officers, directors and consultants. The plan is designed to support our long-term business objectives in a manner consistent with our compensation philosophy and objectives, as described in the Compensation Discussion and Analysis beginning on page 17. The Board of Directors believes that by allowing us to continue to offer our employees, officers, directors and consultants equity-based compensation through the 2014 Plan, we will promote the following key objectives:

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Attracting and retaining a superior leadership and senior management team is one of our fundamental strategic imperatives. Our long-term equity compensation program for key employees has been a significant element of our compensation strategy. Equity-based awards and creating superior stockholder returns are valued by our equity award recipients. That sense of value, when coupled with multi-year vesting periods, serves to enhance retention and corporate culture, both of which are instrumental to the future success of the company and the long-term interests of our stockholders.

The 2014 Plan will be used for performance-based awards to our executive officers and certain other senior managers.  Since 2007, our only form of long-term equity compensation for our executives has been grants of restricted stock units. Those grants of restricted stock units have historically vested over four or more years. On March 18, 2014, the Compensation Committee approved grants of 2014 – 2016 PSUs, or performance-based restricted stock unit awards under the 2014 Plan, subject to stockholder approval of the 2014 Plan. We believe that including multi-year performance-based metrics for vesting hurdles as an additional component of our equity-based compensation will further enhance the existing link between executive compensation and the company’s performance. Subject to stockholder approval of the 2014 Plan, we also intend to adjust our executive equity compensation program to provide each executive with a performance-based metric that the company must meet before an annual targeted restricted stock unit award may be earned. Such grants will be subject to a multi-year vesting period.

Further, on March 18, 2014, the Compensation Committee approved our annual cash-based incentive bonus program under the 2014 Plan that is substantially similar to the program used in 2013, subject to stockholder approval of the 2014 Plan.

The 2014 Plan will be used to continue our successful long-term equity compensation program.  We believe that our track record demonstrates that our long-term equity compensation program works. We have low turnover among a senior management team that has produced strong performance for our stockholders. For the ten-year period ending December 31, 2013, our TSR, including stock appreciation and dividends, was approximately 300%. Our Compensation Committee maintains a goal of setting equity-based compensation awards over time such that the after-tax income statement impact resulting from company-wide equity-based compensation awards would not exceed approximately 5% to 6% of the company’s projected net income at that time. As shown below, this has resulted in a burn rate (all equity awards granted each year as a percentage of number of shares issued and outstanding at the end of that fiscal year) under our long-term equity compensation program that has remained consistently low, averaging 0.48% over the last two years and year-to-date 2014.

		2012				2013				2014(1)				3-year Average
Stock options granted			—				—				—				—
Warrants granted			71,978				0				0				23,993
Restricted stock granted			—				—				—				—
Restricted stock units granted			635,266				574,017				492,042				567,108
Total			707,244				574,017				492,042				591,101
Common stock issued and outstanding(2)			123,019,494				123,566,487				123,947,441				123,511,141
Burn rate			0.57%				0.46%				0.40%				0.48%

On March 17, 2014, the closing price of our common stock on the New York Stock Exchange was $43.76 per share.

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In addition to considering the average burn rate discussed above in its determination to approve the 2014 Plan, we considered the likelihood that if we do not increase the shares available for issuance under our equity plans, then based on historical usage rates of shares under our equity plans, we would not have a sufficient number of shares available under our 2004 Plan to fund expected awards in 2015, and as such, we would lose an important compensation tool aligned with stockholder interests to attract, motivate and retain highly qualified talent.

In 2013, 2012 and 2011, our end of year overhang rate, calculated by dividing (i) the number of shares subject to equity awards outstanding at the end of the fiscal year plus the number of shares remaining available for issuance under our 2004 Plan by (ii) the number of our shares outstanding at the end of the fiscal year, was 2.2%, 2.8%, and 4.0%, respectively. If the 2014 Plan is approved, we expect our overhang at the end of 2014 will be approximately 3.8% (including the shares that will be reserved for issuance under the 2014 Plan). In light of the factors described above, we believe this number represents reasonable potential equity dilution dispersed over a multi-year period and provides a significant incentive for officers, employees, non-employee directors and consultants to increase the value of the company for all stockholders.

Furthermore, the Board of Directors unanimously adopted resolutions in 2014 approving the reduction of the shares available for future issuance under the 2004 Plan to zero, to be effected only if the stockholders approve the 2014 Plan at the annual meeting. In the event the stockholders approve the 2014 Plan at the annual meeting, no other shares from previously adopted equity incentive plans, including the 2004 Plan, will be available for future awards, and only the 3,250,000 shares authorized under the 2014 Plan will be available for future awards.

Governance-Related Provisions.  As highlighted below, we believe the 2014 Plan includes provisions that reflect our continuing commitment to governance measures and plan design features that serve our stockholders’ long-term interests. While many of these provisions were included in our 2004 Plan, we have updated and added provisions to the 2014 Plan. For these and the other reasons set forth herein, we are asking you to approve the 2014 Plan and thereby enable us to continue to implement our long-term equity compensation program. The 2014 Plan’s design reflects our commitment to strong corporate governance and the desire to preserve stockholder value as demonstrated by the following 2014 Plan features:

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Summary of the 2014 Incentive Award Plan

The following description of the 2014 Plan is qualified in its entirety by reference to the 2014 Plan itself, a copy of which is attached hereto as Appendix A. Stockholders can also obtain copies of the 2014 Plan by making a written request to the company’s Secretary.

Section 162(m).  Section 162(m) of the IRC generally limits the deductibility of compensation paid to certain executive officers of a publicly held corporation to $1.0 million in any taxable year of the corporation. Certain types of compensation, including “qualified performance-based compensation,” are exempt from this deduction limitation. In order to qualify for the exemption for qualified performance-based compensation, Section 162(m) of the IRC generally requires that:

For purposes of Section 162(m), the material terms include (i) the employees eligible to receive compensation, (ii) a description of the business criteria on which the performance goals may be based and (iii) the maximum amount of compensation that can be paid to an employee under the performance goals. We believe that each of these aspects is discussed below, and stockholder approval of the 2014 Plan is intended to constitute approval of the material terms of the 2014 Plan for purposes of the stockholder approval requirements of Section 162(m). However, stockholder approval of the 2014 Plan is only one of several requirements under Section 162(m) that must be satisfied for amounts realized under the 2014 Plan to qualify for the “performance-based compensation” exemption under Section 162(m), and submission of the material

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terms of the 2014 Plan’s performance goals for stockholder approval should not be viewed as a guarantee that we will be able to deduct any or all compensation under the 2014 Plan. Nothing in this proposal precludes us or the Compensation Committee from making any payment or granting awards that do not qualify for tax deductibility under Section 162(m).

Section 162(m) contains a special rule for stock options and SARs which provides that stock options and SARs will satisfy the qualified performance-based compensation exception if the awards are made by a qualifying compensation committee, the plan sets forth the maximum number of shares that can be granted to any person within a specified period and the compensation is based solely on an increase in the stock price after the grant date. The 2014 Plan has been designed to permit a committee appointed by the Board of Directors, to grant stock options, SARs and other awards which may qualify as qualified performance-based compensation under Section 162(m) of the IRC.

Eligibility.  Awards under the 2014 Plan may be granted to individuals who are employees or consultants of the company or of a subsidiary of the company. Such awards also may be granted to non-employee directors of the company. Currently, there are approximately 6,500 employees, four non-employee directors and four consultants eligible to participate in the 2014 Plan.

Administration.  The 2014 Plan is administered by our Board of Directors with respect to awards to non-employee directors and by our Compensation Committee with respect to other participants, each of which may delegate its duties and responsibilities to committees of our directors and/or officers, subject to certain limitations that may be imposed under Section 162(m) of the IRC, Section 16 of the Exchange Act and/or stock exchange rules, as applicable. We refer to the body that administers the 2014 Plan as the “administrator.” The 2014 Plan provides that the administrator may delegate its authority to grant or amend awards to employees other than executive officers and certain senior managers of the company to a committee consisting of one or more members of our Board of Directors or one or more of our officers, other than awards made to our non-employee directors, which must be granted and administered by our full Board of Directors. Our Board of Directors may at any time remove the Compensation Committee as the administrator and revest in itself the authority to administer the 2014 Plan.

Subject to the terms and conditions of the 2014 Plan, the administrator has the authority to select the persons to whom awards are to be made, to determine the number of shares to be subject to awards and to determine the terms and conditions of awards, and to make all other determinations and to take all other actions necessary or advisable for the administration of the 2014 Plan. The administrator is also authorized to establish, adopt or revise rules relating to administration of the 2014 Plan.

Limitation on Awards and Shares Available.  Under the 2014 Plan, 3,250,000 shares of our common stock will be reserved for issuance pursuant to a variety of stock-based compensation awards, including nonqualified stock options, warrants, restricted stock awards, restricted stock unit awards, performance awards, dividend equivalent awards, and stock payment awards.

The following provisions will be in effect for the share reserve under the 2014 Plan: