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.      )

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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Who We Are

Waste Connections, Inc. is an integrated solid waste services company that provides non-hazardous waste collection, transfer and disposal services, including by rail, along with resource recovery primarily through recycling and renewable fuels generation. We serve approximately nine million residential, commercial and industrial customers across 46 states in the U.S. and six provinces in Canada. We also provide non-hazardous oilfield waste treatment, recovery and disposal services in several basins across the U.S. and Canada, as well as intermodal services for the movement of cargo and solid waste containers in the Pacific Northwest. We view our environmental, social and governance (“ESG”) efforts as integral to our business, with initiatives consistent with our objective of long-term value creation and focused on reducing emissions, increasing resource recovery of both recyclable commodities and clean energy fuels, reducing reliance on off-site disposal for landfill leachate, further improving safety and enhancing employee engagement. Visit wasteconnections.com/sustainability for more information and updates on our progress towards targeted achievement.

2025 by the Numbers

Our Values

(1)

All references to “Net income” in this Proxy Statement refer to the financial statement line item “Net income attributable to Waste Connections”. This Proxy Statement includes certain measures that do not have a standardized meaning and are not defined by GAAP and, therefore, may not be comparable to similar measures used by other companies. We present adjusted EBITDA, a non-GAAP financial measure, supplementally because it is widely used by investors as a performance and valuation measure in the solid waste industry. We also present adjusted free cash flow, a non-GAAP financial measure, because it is widely used by investors as a liquidity measure in the solid waste industry. Adjusted EBITDA and adjusted free cash flow are also important factors used by our Board’s Compensation Committee in setting executive compensation and aligning pay with performance. In addition, we present Leverage Ratio (total debt to EBITDA), a non-GAAP ratio, supplementally because it is used for the purposes of calculating financial covenants under our revolving credit agreement with Bank of America, N.A. Management also uses Leverage Ratio as one of the principal measures to evaluate and monitor the indebtedness of the Company relative to its ability to generate income to service such debt. These measures are not a substitute for, and should be used in conjunction with, GAAP financial measures. This section should be read in conjunction with information presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, under the heading “Non-GAAP Financial Measures”, and in the Appendix to the Compensation Discussion and Analysis section of this Proxy Statement, which together include a reconciliation of the non-GAAP financial measures used in this Proxy Statement to GAAP financial measures.

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“Sticking with a proven, differentiated strategy while also investing in the future drove industry-leading results in 2025 and positioned Waste Connections for continued value creation in the years ahead.”

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Notice of 2026 Annual
Meeting of Shareholders

Meeting Logistics

Meeting Agenda

​	How to Vote							​
​	​	​	​	​	​	​	​	​
​	YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Meeting, we urge you to vote early and submit your proxy in order to ensure the presence of a quorum at the Meeting. You may vote using any of the following methods:							​
​		​	​	INTERNET Vote by visiting the website on your proxy card, www.proxyvote.com				​
​		​	​	PHONE Vote by calling the telephone number on your proxy card, toll-free, 1-800-690-6903				​
​		​	​	MAIL Vote by signing, dating and returning your proxy card				​
​		​	​	AT THE MEETING Attend the Meeting and cast your ballot				​

Management Information Circular and Proxy Statement
for the 2026 Annual Meeting of Shareholders

About this Management Information Circular and Proxy Statement

We sent you this Management Information Circular and Proxy Statement (this “Proxy Statement”) because our management is soliciting your proxy to vote your Common Shares (as defined below) at the Annual Meeting (the “Meeting”) of shareholders of Waste Connections, Inc. (“Waste Connections,” the “Company,” “we,” “us,” or “our”) to be held at the Company’s principal administrative offices located at 3 Waterway Square Place, Suite 110, The Woodlands, Texas 77380 on May 15, 2026, at 8:00 a.m. (Central Time).

This Proxy Statement includes information that we are required to provide to you under the rules of the U.S. Securities and Exchange Commission (“SEC”) and applicable corporate and securities laws in Canada, and that is designed to assist you in voting your Common Shares in the capital of the Company (“Common Shares”).

We will bear the costs of soliciting proxies from our shareholders. In addition to soliciting proxies by mail, our directors, officers, and employees, without receiving additional compensation, may solicit proxies by telephone, in person or in any other manner permitted by applicable laws. We may also engage the services of a professional proxy solicitation firm to aid in the solicitation of proxies from certain brokers, bank nominees and other institutional owners. Our costs for such services, if retained, will not be material.

Under the SEC rules and applicable Canadian securities laws that allow companies to furnish proxy materials to shareholders over the Internet, we have elected to deliver our proxy materials (defined below) to the majority of our shareholders over the Internet. This delivery process allows us to provide shareholders 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 2, 2026, we will mail to our shareholders a Notice of Internet Availability of Proxy Materials (the “proxy notice”) containing instructions on how to access this Proxy Statement for the Meeting and our 2025 Annual Report to Shareholders (which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC and the securities commissions or similar regulatory authorities in Canada on February 12, 2026) (referred to collectively as the “proxy materials”). The proxy notice will also provide instructions on how to vote online or by telephone and will include instructions on how to receive a paper copy of the proxy materials by mail. On or about April 2, 2026, we will also commence mailing this Proxy Statement and a proxy card to certain shareholders.

We are permitted under applicable securities laws to deliver a single proxy notice to one address shared by two or more United States shareholders. 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 proxy notices to multiple United States shareholders who share an address. If you do not wish to participate in householding in the future and prefer to receive separate proxy 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 proxy notices and wish to receive only one proxy notice for your household, please contact Broadridge Financial Solutions. If you wish to receive a separate copy of this Proxy Statement, our 2025 Annual Report to Shareholders, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, please send a written request to our Secretary or Investor Relations at our principal administrative offices located at 3 Waterway Square Place, Suite 110, The Woodlands, Texas 77380.

Cautionary Note Regarding Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 (“PSLRA”), including “forward-looking information” within the meaning of applicable Canadian securities laws. These forward-looking statements are neither historical facts nor assurances of future performance and reflect our current beliefs and expectations regarding future events and operating performance of the Company. These forward-looking statements are often identified by the words “may,” “might,” “believes,” “thinks,” “expects,” “estimates,” “continues,” “intends,” “anticipates,” “will,” or other words or phrases of similar meaning. All of the forward-looking statements included in this Proxy Statement are made pursuant to the safe harbor provisions of the PSLRA and applicable Canadian securities laws. Forward-looking statements involve risks and uncertainties. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to, risk factors detailed from time to time in our filings with the SEC and the securities commissions or similar regulatory authorities in Canada. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Proxy Statement. We undertake no obligation to update the forward-looking statements set forth in this Proxy Statement, whether as a result of new information, future events, or otherwise, unless required by applicable securities laws.

Management Information Circular and Proxy Statement for the 2026 Annual Meeting of Shareholders

Currency Exchange Rate Data

Unless otherwise indicated, all dollar amounts in this Proxy Statement are expressed in U.S. dollars. The following table shows the average of the exchange rates for each period indicated. The information is based upon the average daily exchange rates provided by the Bank of Canada.

Financial Statements

A more detailed description of the Company’s fiscal year 2025 operating and financial performance, including a reconciliation of non-GAAP financial measures, and a graphical representation of the five-year Total Shareholder Returns or TSRs for the Company, S&P 500, S&P/TSX 60 (“TSX 60”) and the Dow Jones U.S. Waste & Disposal Services (“DJ Waste”) Indices, can be found on pages 52 to 76 and page 51, respectively, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC and the securities commissions or similar regulatory authorities in Canada on February 12, 2026, and available on our website at https://investors.wasteconnections.com, on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov, and in print, free of charge, to any shareholder who requests in writing a copy by contacting our Secretary or Investor Relations at our principal administrative offices located at 3 Waterway Square Place, Suite 110, The Woodlands, Texas 77380.

Table of Contents

​	PROXY SUMMARY	​	​	1	​
​	About the Meeting	​	​	1	​
​	2025 Financial Performance Highlights	​	​	2	​
​	2026 Board Nominees	​	​	4	​
​	ESG Framework	​	​	5	​
​	Human Capital	​	​	6	​
​	Employee Recruiting and Retention	​	​	7	​
​	Snapshot of Our Current Board	​	​	8	​
​	Governance Highlights	​	​	9	​
​	CORPORATE GOVERNANCE	​	​	10	​
​	Corporate Governance Guidelines	​	​	10	​
​	Board Oversight	​	​	10	​
​	Shareholder Engagement	​	​	12	​
​	Communications with the Board of Directors	​	​	12	​
​	Board Committees	​	​	13	​
​	Compensation Committee Interlocks and Insider Participation	​	​	16	​
​	Board and Committee Meeting Attendance	​	​	16	​
​	Director Independence	​	​	16	​
​	Insider Trading Policy	​	​	17	​
​	Code of Conduct and Ethics	​	​	17	​
​	Board Leadership	​	​	18	​
​	Majority Voting for Directors	​	​	20	​
​	Director Orientation and Continuing Education	​	​	20	​
​	Position Descriptions	​	​	20	​
​	BOARD COMPOSITION	​	​	21	​
​	Board Renewal	​	​	21	​
​	Board and Committee Performance Evaluation	​	​	21	​
​	Director Nomination Process	​	​	22	​
​	Board Diversity	​	​	24	​
​	Current Board Skills, Experience and Background	​	​	25	​
​	PROPOSAL 1 — ELECTION OF DIRECTORS	​	​	26	​
​	Director Biographies	​	​	27	​
​	Director Compensation and Equity Ownership	​	​	35	​
​	Public Company Board Memberships	​	​	37	​
​	SHARE OWNERSHIP	​	​	38	​
​	Share Ownership of Five Percent Shareholders	​	​	38	​
​	Share Ownership of the Board of Directors and Corporate Officers	​	​	39	​
​	PROPOSAL 2 — NON-BINDING ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION (“SAY-ON-PAY”)	​	​	40	​
​	COMPENSATION DISCUSSION AND ANALYSIS	​	​	41	​
​	Our Named Executive Officers	​	​	41	​
​	Executive Summary	​	​	43	​
​	Compensation Philosophy and Objectives	​	​	44	​
​	Say-on-Pay	​	​	47	​
​	Approach to Compensation	​	​	47	​
​	Elements of Compensation	​	​	50	​
​	Other Benefits and Compensation Information	​	​	54	​
​	CD&A Appendix	​	​	58	​
​	Compensation Committee Report	​	​	59	​
​	Compensation Risk Assessment	​	​	59	​

​	EXECUTIVE COMPENSATION TABLES AND ADDITIONAL INFORMATION	​	​	60	​
​	Summary Compensation Table	​	​	60	​
​	Grants of Plan-Based Awards in Fiscal Year 2025	​	​	62	​
​	Outstanding Equity Awards at 2025 Fiscal Year End	​	​	63	​
​	Shares Vested in Fiscal Year 2025	​	​	64	​
​	Pension Benefits in Fiscal Year 2025	​	​	64	​
​	Nonqualified Deferred Compensation in Fiscal Year 2025	​	​	64	​
​	Equity Compensation Plan Information	​	​	66	​
​	Potential Payments Upon Termination or Change in Control	​	​	67	​
​	CEO Pay Ratio	​	​	72	​
​	Pay Versus Performance	​	​	72	​
​	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	​	​	77	​
​	AUDIT-RELATED MATTERS	​	​	79	​
​	PROPOSAL 3 — APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND AUTHORIZATION OF THE BOARD OF DIRECTORS TO FIX THE REMUNERATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	​	​	80	​
​	GENERAL INFORMATION ABOUT THE ANNUAL MEETING	​	​	81	​
​	Questions and Answers about the Annual Meeting and Voting	​	​	81	​
​	OTHER INFORMATION	​	​	85	​
​	Delinquent Section 16(a) Reports	​	​	85	​
​	Directors’ and Officers’ Indemnity Insurance	​	​	85	​
​	Shareholder Proposals for 2027 Annual Meeting of Shareholders of the Company	​	​	85	​
​	Availability of Documents; Annual Report to Shareholders on Form 10-K	​	​	86	​
​	Other Business	​	​	86	​
​	Approval	​	​	86	​
​	APPENDIX A — CORPORATE GOVERNANCE GUIDELINES AND BOARD CHARTER	​	​	A-1	​
​	APPENDIX B — SUMMARY OF THE 2016 INCENTIVE AWARD PLAN	​	​	B-1	​
​	VOLUNTARY ELECTRONICS DELIVERY OF PROXY MATERIALS				​

​	INDEX OF FREQUENTLY SEARCHED INFORMATION				​
​	Director Nominees	​	​	27	​
​	Corporate Governance Matters	​	​	10	​
​	Equity Awards	​	​	63	​
​	Peer Group and Benchmarking	​	​	49	​
​	PSU Financial Performance Measures	​	​	53	​
​	Say-on-Pay Results	​	​	47	​
​	Share Ownership Guidelines	​	​	55	​
​	Total Stockholder Return Benchmarking	​	​	75	​

Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider, and you should read the entire Proxy Statement carefully before voting.

About the Meeting

2026 Proxy • Waste Connections, Inc.   1

Proxy Summary​

2025 Financial Performance Highlights

We once again demonstrated the consistency and resilience of our differentiated strategy as we achieved outsized growth and value creation in 2025, driven by price-led organic growth in solid waste and complemented by strategic solid waste-focused acquisition activity. We expanded adjusted EBITDA(2) margin by 50 basis points, or bps, to an industry-leading 33.0%. Revenue growth of 6.1% from the prior year to $9.467 billion drove net income attributable to Waste Connections of  $1.077 billion and adjusted EBITDA(2) up by 7.7% to $3.125 billion. Moreover, we ended 2025 with leverage(2) of 2.75 times debt-to-EBITDA following a year of outsized acquisitions activity along with record return of capital to shareholders. We accomplished all this while also achieving record safety performance.

(2)

This Proxy Statement includes certain measures that do not have a standardized meaning and are not defined by GAAP and, therefore, may not be comparable to similar measures used by other companies. Such measures include adjusted EBITDA and adjusted free cash flow, each of which is a non-GAAP financial measure. In addition, we present Leverage Ratio (total debt to EBITDA), a non-GAAP ratio, supplementally because it is used for the purposes of calculating financial covenants under our revolving credit agreement with Bank of America, N.A. These measures are not a substitute for, and should be used in conjunction with, GAAP financial measures. This section should be read in conjunction with information presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, under the heading “Non-GAAP Financial Measures”, which includes a reconciliation of the non-GAAP financial measures used in this Proxy Statement to GAAP financial measures, and with the Appendix to the Compensation Discussion and Analysis section of this Proxy Statement on page 58.

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2   2026 Proxy • Waste Connections, Inc.

Proxy Summary

As illustrated below, our Total Shareholder Return (“TSR”) outperformed the S&P 500, the TSX 60 and the DJ Waste Index for the ten-year period ended December 31, 2025. In addition, since its initiation in October 2010, our annual cash dividend has increased at a 13.9% compound annual growth rate (“CAGR”).

COMPARISON OF CUMULATIVE TEN YEAR TOTAL RETURN

ANNUAL PER SHARE DIVIDEND GROWTH

2026 Proxy • Waste Connections, Inc.   3

Proxy Summary​

2026 Board Nominees

All of the nominees for election to our Board of Directors at the Meeting are currently serving as directors. Andrea E. Bertone, a current director, is not standing for re-election, and will retire from our Board of Directors effective as of the date of the Meeting. The nominees for our Board of Directors are as follows:

4   2026 Proxy • Waste Connections, Inc.

Proxy Summary

ESG Framework

Sustainability-related efforts are integral to our business and consistent with our focus on value creation for our stakeholders. As more fully described in our 2025 Sustainability Report Update and shown below, we have achieved our initial targets or remain on track for achievement of all of our long-term aspirational ESG targets by 2033. Most notably, we’ve delivered a 19% reduction in Scope 1 and 2 emissions from our 2019 baseline, achieving our initial target of 15%(3), and a 35% reduction in emissions intensity. We’ve also demonstrated continuous improvement in employee engagement, with voluntary turnover down over 50% from peak levels in 2022, and driven safety incident rates down to record low levels.

Most notably in 2025, we achieved record safety performance with historic low incident rates following multi-year improvements in both employee retention and safety, with more than 65% of operating locations either posting zero safety-related incidents or achieving year-over-year improvements. Moreover, our Total Recordable Injury Rate remained below industry averages. We have and will continue to raise the bar by evaluating our annual progress towards all of our targets and making forward-looking investments, including state-of-the-art recycling facilities and renewable natural gas facilities at our landfills.

(3)

Updated to 30% to rebaseline for acquisitions and a change in measurement methodology.

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2026 Proxy • Waste Connections, Inc.   5

Proxy Summary​

Human Capital

We believe that empowered and engaged employees can be an important differentiator and aim to be an employer of choice. We look to attract and retain high performing talent with the mindset, skillset and commitment to uphold our values of safety, integrity, customer service, being a great place to work and the premier solid waste services company in the U.S. and Canada. All employees are responsible for upholding the Waste Connections Vision and Values, and the Waste Connections Code of Conduct, which form the foundation of our policies and practices. Our goal is to create an environment where self-directed, empowered employees strive to consistently fulfill our constituent commitments and seek to create positive impacts through interactions with customers, communities and fellow employees, always relying on our Operating Values as the foundation for our existence. Moreover, we are committed to an inclusive, supportive environment built on the principles of Servant Leadership(3). Providing opportunities for employee development and advancement, we strive to maintain a culture which has been integral to the growth and sustainability of our business.

(3)

For more information about Servant Leadership, please see pages 9 to 15 of our 2024 Sustainability Report, available at www.wasteconnections.com/ sustainability. The 2024 Sustainability Report does not constitute part of, and is not incorporated by reference into, this Proxy Statement or any other report we provide to the SEC or other securities regulators.

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6   2026 Proxy • Waste Connections, Inc.

Proxy Summary

Employee Recruiting and Retention

Waste Connections is an equal opportunity employer and makes all employment decisions on the basis of merit. The Company’s goal is to have the best available person in every job. We are committed to building and developing diverse teams with a variety of talents and skills needed for our business’ success, and to empowering each employee to contribute in a workplace where they feel respected and valued.

In order to meet these commitments, we enhanced recruiting practices to ensure the broadest candidate pools and supported the development of resource groups, including our Women’s Network and Veterans’ S.E.R.V.E. Network.

EMPLOYEE RESOURCE GROUPS AT A GLANCE​

In 2025, we hired over 5,700 employees through our network of internal recruiters operating on a divisional and regional basis. Our internal recruiting team endeavors to not only fill open positions, but to partner with hiring managers to continuously improve our efforts with respect to marketing, screening, interviewing, onboarding and employee retention. In addition to recruiting locally in the communities we serve, we use job fairs, open house events, employee referral programs, social media channels, local radio and television advertising, and school to work partnerships.

2026 Proxy • Waste Connections, Inc.   7

Proxy Summary​

Snapshot of Our Current Board

8   2026 Proxy • Waste Connections, Inc.

Proxy Summary

Governance Highlights

2026 Proxy • Waste Connections, Inc.   9

Corporate Governance

Corporate Governance Guidelines

As part of our ongoing commitment to good corporate governance, we have adopted, among other measures, the Corporate Governance Guidelines and Board Charter, and charters for each of the standing committees of the Board of Directors (other than the Executive Committee), to promote the effective functioning of our Board of Directors and its committees, to promote the interests of the Company as a whole and to ensure a common set of expectations concerning how our Board of Directors, its committees and management should perform their respective functions. Our Corporate Governance Guidelines can be found at https://investors.wasteconnections.com under “Governance”.

Board Oversight

Our Board of Directors oversees the development and execution of corporate governance strategy. The Board has adopted robust governance practices and procedures consistent with driving our business and meeting its business goals. Our Board has implemented a number of measures to enrich Board composition, enhance independent oversight and increase its effectiveness. These measures align our corporate governance structure with achieving our strategic objectives and enable our Board to effectively communicate and oversee our culture of compliance and rigorous risk management.

The Board’s Role in Risk Oversight — By Committee

10   2026 Proxy • Waste Connections, Inc.

Corporate Governance

Other Areas of Board Oversight

Artificial Intelligence Policy

The use of artificial intelligence (AI) is an important part of our business strategy as we seek to adopt, implement, and maintain AI solutions that help the Company positively impact our business, employees, and customers. We are committed to leveraging AI technologies in a way that makes a positive impact, respects individual rights, upholds appropriate ethical standards, and aligns with our values. We are committed to the ethical use of this emerging technology.

Our Board of Directors is responsible for overseeing the effectiveness of the Company’s AI Policy. An AI Governance Board oversees our AI uses and initiatives for ethical alignment and policy compliance. The AI Governance Board is comprised of the Chief Information Officer, Senior Vice President — People, Training and Development, and Vice President, Deputy General Counsel — Compliance and Government Affairs.

In February 2025, the Company adopted its AI Policy. These principles provide the foundation for trust and transparency throughout our design, development, purchase, deployment, and use of AI. The Company provides tailored training for employees working with AI solutions, focusing on ethical considerations, best practices, and role specific responsibilities. In addition, we offer ethics and compliance certifications for AI teams, reinforcing their understanding of responsible AI practices, with regular refreshers to stay updated on advancements in AI ethics and technology.

2026 Proxy • Waste Connections, Inc.   11

Corporate Governance​

Shareholder Engagement

We believe that our relationship with and accountability to shareholders are critical to our success. Engaging with our shareholders helps us understand how they view us, set goals and expectations for our performance, and identify emerging issues that may affect our strategies, sustainability initiatives, corporate governance, compensation practices or other aspects of our business operations. Our shareholder and investor outreach includes investor road shows, analyst meetings, site tours, investor meetings and investor conferences, both virtually and in person. We also communicate with shareholders and other interested parties through various media, including our annual and quarterly reports, sustainability reports, proxy statements and other SEC and Canadian securities filings, press releases and our website. Our conference calls to discuss quarterly earnings releases and major corporate developments are open to the public. These calls are available in real time and are archived as webcasts on our corporate website. Our CEO, Chief Financial Officer and other senior management regularly engage with investors to discuss our strategy, financial and business performance, and ESG efforts and to update investors on key developments.

Communications with the Board of Directors

We encourage shareholders and other interested parties to communicate with the Board of Directors. You may address your correspondence to the Board of Directors generally, the non-employee directors as a group or a specific director.

12   2026 Proxy • Waste Connections, Inc.

Board Committees

Our Board of Directors has four standing committees: the Audit Committee, the Compensation Committee. the Nominating and Corporate Governance Committee and the Executive Committee. Except for the Executive Committee, all committees are composed entirely of independent, non-employee directors. Committee charters can be accessed at https://investors.wasteconnections.com under “Governance”.

2026 Proxy • Waste Connections, Inc.   13

Corporate Governance​

14   2026 Proxy • Waste Connections, Inc.

Corporate Governance

2026 Proxy • Waste Connections, Inc.   15

Corporate Governance​

Compensation Committee Interlocks and Insider Participation

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 potential Compensation Committee interlocks.

Board and Committee Meeting Attendance

The Board of Directors held four meetings during 2025, all of which were regularly scheduled and held in-person. In 2025, the Audit Committee met four times, the Compensation Committee met four times, the Nominating and Corporate Governance Committee met three times, and the Executive Committee did not meet. Except as noted below, each director attended 100% of the meetings of the Board of Directors held during 2025 and 100% of the meetings of the committees on which he or she served during 2025. On July 22, 2025, Ms. Lee was unable to attend meetings of each of the Board, the Compensation Committee and the Nominating and Corporate Governance Committee, despite attempting to attend remotely, because of insurmountable telecommunications difficulties encountered while traveling overseas. Consequently, Ms. Lee attended approximately 73% of the meetings of the Board and committees on which she served during the year.

Our Corporate Governance Guidelines and Board Charter requires that at each regularly scheduled meeting of the Board of Directors, the non-employee directors meet separately, without employees present. The non-employee directors may also meet without employees present at other times as determined by the non-executive Chairman.

Director Independence

The Board of Directors has determined that each of Mses. Bertone, Jordan, LeBon and Lee and Messrs. Florness, Guillet, Harlan and Sparks is “independent” within the meaning of the standards set forth in our Corporate Governance Guidelines and Board Charter, a copy of which is attached as Appendix A. Ronald J. Mittelstaedt is not “independent” within the meaning of the standards set forth in our Corporate Governance Guidelines and Board Charter. Mr. Mittelstaedt, as President and Chief Executive Officer, is an employee of the Company.

As set forth in our Corporate Governance Guidelines and Board Charter, 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  (1) Section 1.4 of National Instrument 52-110 — Audit Committees of the Canadian Securities Administrators and (2) Section 303A.02 of the Listed Company Manual of the NYSE, in each case as such laws or rules, as applicable, may be amended or replaced. 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, provided the direct or indirect ownership of any amount of the Company’s shares will not be deemed to constitute a material relationship.

No non-employee director:

1)

is a former employee of the Company;

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2)

is a former employee or affiliate of any current auditor of the Company or its subsidiaries;

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3)

is a part of an interlocking directorate in which any named executive officer or other corporate officer of the Company serves on the compensation committee of another company that concurrently employs such director; or

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4)

has an immediate family member in any of the foregoing categories.

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A director cannot be classified as independent until three years after any such employment, affiliation or relationship has ceased.

The Board of Directors reviews all relationships of each director to assess whether any material relationship exists 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 the direct or indirect ownership of any amount of our shares 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:

1)

a director is an executive officer of another company that does business with the Company and the annual sales to, or purchases from, the Company are less than the greater of  $1 million or two percent of the annual revenue of the other company;

​

2)

a director is an executive officer of another company that is indebted to the Company, or to which the Company 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 the other company; and

​

3)

a director serves as an officer, director or trustee of a charitable organization, and the Company’s discretionary charitable contributions to that organization are less than one percent of that organization’s total annual receipts.

​

On an annual basis, the Board of Directors reviews whether its members satisfy these applicable independence tests before any member stands for re-election to the Board of Directors.

16   2026 Proxy • Waste Connections, Inc.

Corporate Governance

Insider Trading Policy

We have adopted an Insider Trading Policy that governs the purchase, sale, gifting, and/or other dispositions of securities by our directors, executive officers, and employees and other covered persons that is designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. Our Insider Trading Policy also governs the adoption, amendment, and termination of 10b5-1 trading plans by our Board of Directors, executive officers, and other employees and is designed to ensure compliance with applicable insider trading laws, rules, and regulations.

Our Insider Trading Policy, which is overseen by the Board under our Corporate Governance Guidelines and Board Charter, prohibits our directors and officers from engaging in short sales of Company securities or purchasing financial instruments, or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Company securities held, directly or indirectly, by them, regardless of the purpose for any such proposed transaction. Our Insider Trading Policy also prohibits our directors and officers from holding Company securities in a margin account or pledging Company securities as collateral for a loan, regardless of the purpose of any such proposed transaction, unless preauthorized to do so in certain limited situations.

Our directors, executive officers and certain other selected employees are required to pre-clear all proposed transactions in Company securities with our President and Chief Executive Officer, our Chief Financial Officer or our General Counsel to confirm that such trade is not made in a trading blackout period or when in possession of material non-public information.

Our Insider Trading Policy is included as an exhibit to the Form 10-K we filed with the SEC and the securities commissions and similar regulatory authorities in Canada on February 12, 2026.

Although the Insider Trading Policy does not apply to the Company itself, all transactions in Company securities and use of 10b5-1 plans by the Company are executed in compliance with all applicable securities laws and regulations.

Code of Conduct and Ethics

We have adopted a Code of Conduct and Ethics that applies to all of our directors, officers and employees. The Nominating and Corporate Governance Committee is responsible for ensuring the Company implements good corporate governance practices, including compliance with the Code of Conduct and Ethics. Directors who have, or who may be reasonably perceived to have, a personal or related-party interest in a transaction or agreement being contemplated by the Company are required to declare such interest at any meeting at which the matter is being considered and, when appropriate, will leave the meeting during discussion and abstain from voting on such matter. The Nominating and Corporate Governance Committee is responsible for the review and annual updates to our Code of Conduct and Ethics.

2026 Proxy • Waste Connections, Inc.   17

Corporate Governance​

Board Leadership

The Board of Directors oversees the selection of its Chairman and the CEO. Effective July 2019, the Board of Directors separated the positions of Board Chairman and CEO, when Mr. Mittelstaedt transitioned from Chief Executive Officer to the position of Executive Chairman. At that time, since Mr. Mittelstaedt no longer served as both Board Chairman and CEO, our Corporate Governance Guidelines and Board Charter provided that the positions of Board Chairman and CEO be held by separate persons. In April 2023, Mr. Mittelstaedt was appointed as the President and CEO of the Company, at which time the Board of Directors selected Michael W. Harlan as the non- executive Board Chairman.

Our Corporate Governance Guidelines and Board Charter requires that at each regularly scheduled meeting of the Board of Directors, the independent directors meet separately, without employees present. The independent directors may also meet without employees present at other times as determined by the non-executive Chairman. The independent directors met separately, without management present, four times in 2025, and one time since January 1, 2026. When the Board Chairman is an affiliated director or otherwise not independent under applicable securities laws, 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. If the Board Chairman is an independent director, then the duties described below shall be part of the duties of the Board Chairman.

18   2026 Proxy • Waste Connections, Inc.

Corporate Governance

2026 Proxy • Waste Connections, Inc.   19

Corporate Governance​

Majority Voting for Directors

Our Corporate Governance Guidelines and Board Charter provides, in uncontested director elections, for our directors to be elected by the affirmative vote of a “majority of the votes cast” with respect to his or her election at a meeting of shareholders, and each incumbent director who receives more “WITHHOLD” votes than votes “FOR” must tender his or her resignation from the Board of Directors.

A “majority of the votes cast” means the number of shares voted “FOR” a director’s election exceeds 50% of the number of the total votes cast with respect to that director’s election. The total votes cast for that director’s election will include votes “FOR” that director and “WITHHOLD” votes, but will exclude abstentions, broker non-votes, and failures to vote for that director’s election.

Upon receipt of such a tendered resignation, the Nominating and Corporate Governance Committee of the Board of Directors or another independent committee of the Board of Directors will make a determination as to whether to recommend that the Board of Directors accept or reject such resignation. The recommending committee is expected to recommend that the Board of Directors accept the resignation absent exceptional circumstances. The director who is the subject of such determination is not permitted to participate in the deliberations or decisions of the recommending committee.

We must promptly publicly disclose the decision(s) of the Board of Directors by a press release and a filing with the SEC and the applicable securities commissions or similar regulatory authorities in Canada. If the director’s tendered resignation is not accepted by the Board of Directors or the director does not submit his or her resignation to the Board of Directors, such director will 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 Board of Directors, 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.

Director Orientation and Continuing Education

We provide access to appropriate orientation programs, sessions or materials for new members of the Board of Directors for their benefit either prior to or within a reasonable period of time after their nomination or election to the Board of Directors.

Board members have access to written materials and presentations by senior management regarding the directors’ legal and ethical responsibilities; our strategic plans, principal operating risks and financial statements; the material factors that affect our performance; the operation, significance and effects of incentive compensation programs and related party transactions; and other key policies and practices.

Continuing education is provided through a number of opportunities, including visits to our operating locations, strategic and financial presentations by members of senior and regional management, and periodic presentations by outside experts on topics of interest. Directors are encouraged, but not required, to participate in outside continuing education programs that help directors strengthen investor trust and stakeholder confidence.

Position Descriptions

Written position descriptions for the Board Chairman, the lead independent director, if applicable, and each of the Committee chairs, as well as a position description for the CEO of the Company, have been approved by the Board of Directors.

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Board Composition

Board Renewal

Our Board of Directors believes there are a number of mechanisms for ensuring refreshment of the Board of Directors without implementing director term limits, including the use of performance evaluations of the Board of Directors, mandatory retirement policies for directors, the identification of skills needed on the Board of Directors and succession planning.

Our Board adopted a director retirement policy that provides that no director who is over the age of 75 at the expiration of his or her current term may be nominated to a new term. However, the Nominating and Corporate Governance Committee may determine that it would be in our best interests to ask a director to remain on the Board of Directors for an additional period of time beyond age 75, or to stand for re-election even if such director is over the age of 75.

Board and Committee Performance Evaluation

Our Board of Directors and each committee perform an annual performance self-evaluation to assess, at a minimum, the effectiveness of the Board of Directors and its committees, the adequacy and timeliness of information provided to the Board of Directors by our management team, the diversity of experience of individual directors and the effectiveness and contributions of each director. The evaluation process is overseen by the Nominating and Corporate Governance Committee.

2026 Proxy • Waste Connections, Inc.   21

Board Composition​

Director Nomination Process

22   2026 Proxy • Waste Connections, Inc.

Board Composition

In addition, any of our shareholders may nominate one or more persons for election as a director of the Company at any meeting of shareholders called for the purpose of electing directors if the shareholder complies with the notice, information and consent provisions contained in our By-law No. 1. Pursuant to our By-law No. 1, for a shareholder to nominate a person for election to the Board of Directors, the shareholder’s notice of nomination (the “Notice”) must be received by the Secretary of the Company in writing at either address listed on page 12 of this Proxy Statement not later than the close of business on the 30th day before the date of the annual meeting of shareholders; except that, if the first public announcement made by the Company of the date of the annual meeting of shareholders (the “Notice Date”) is less than 50 days prior to the date of the annual meeting of shareholders, the Notice may be given not later than the close of business on the 10th day following the Notice Date. In the case of a special meeting that is not also an annual meeting, the Notice must be given not later than the 15th day following the applicable Notice Date. In either case, if the Company elects to furnish proxy materials to shareholders over the Internet, as permitted by the SEC rules and applicable Canadian securities laws, and the Notice Date is not less than 50 days prior to the applicable meeting date, the Notice must be received by the Secretary of the Company not later than the close of business on the 40th day before the date of the applicable meeting. The Notice must contain and be accompanied by certain information as specified in our By-law No. 1 and set forth below, including information about the shareholder providing the Notice and the proposed nominee(s) (the “Proposed Nominee”).

Shareholders making nominations must provide, among other things:

•

Their name, business and residential address;

​

•

The number of securities of the Company beneficially owned, or controlled or directed, directly or indirectly, by the shareholder or any other person with whom the shareholder is acting jointly or in concert with respect to the Company or any of its securities as of the record date for the meeting and the Notice Date;

​

•

Their interests in, or rights or obligations associated with, any agreements, arrangements or understandings, the purpose or effect of which is to alter, directly or indirectly, the person’s economic interest in a security of the Company or the person’s economic exposure to the Company;

​

•

Full particulars of any proxy, contract, relationship, arrangement, agreement or understanding pursuant to which such person, or any of his or her affiliates or associates, or any person acting jointly or in concert with such person, has any interests, rights or obligations relating to the voting of any securities of the Company or the nomination of directors to the Board of Directors; and

​

•

Any other information that would be required to be included in a dissident proxy circular or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to applicable law.

​

Additionally, shareholders nominating director candidates are required to disclose, among other things:

•

The name, age, business and residential address of the Proposed Nominee;

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•

The principal occupation, business or employment of the Proposed Nominee, both presently and within the past five years;

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•

The number of securities of each class of securities of the Company or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by the Proposed Nominee, as of the record date and the Notice Date;

​

•

Full particulars of any relationship, agreement, arrangement or understanding, including financial, compensation and indemnity related relationships, agreements, arrangements, or understandings, between the Proposed Nominee and the shareholder, or any affiliates or associates of, or any person or entity acting jointly or in concert with, the Proposed Nominee or the shareholder, in connection with the Proposed Nominee’s nomination and election as a director of the Company; and

​

•

Any other information that would be required to be included in a dissident proxy circular or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to applicable law. Such information must be promptly updated and supplemented so as to be accurate as of the record date.

​

We recommend that any shareholder wishing to nominate a director at an annual meeting of shareholders review a copy of our By-law No. 1. In addition, under applicable SEC rules, no person may solicit proxies in support of director nominees other than the Company’s nominees unless such person complies with the notice and procedural requirements of Rule 14a-19 under the Exchange Act (see page 85 of this Proxy Statement).

2026 Proxy • Waste Connections, Inc.   23

Board Composition​

Board Diversity

24   2026 Proxy • Waste Connections, Inc.

Board Composition

Current Board Skills, Experience and Background

We strongly believe the composition of the Board should be balanced and include longer tenured directors who have seen several financial cycles, as well as mid-term tenured directors. Our Board also believes that a balance in our directors’ variety of skills is a strategic asset to our shareholders. The range of our directors’ experience and expertise encompasses directors who have historic institutional knowledge of Waste Connections and the competitive environment. We expect each of our directors to have proven leadership skills, sound judgment, integrity and a commitment to our success. In evaluating director candidates and considering incumbent directors for nomination to the Board, we consider each nominee’s independence, financial literacy, personal and professional accomplishments, and experience in light of the needs of the Company and its shareholders.

​

(1)

Andrea E. Bertone, a current director, is not standing for re-election, and will retire from our Board of Directors effective as of the date of the Meeting.

​

 

 

 

 

2026 Proxy • Waste Connections, Inc.   25

PROPOSAL 1

​	Election of Directors				​
​	How should I vote my shares on Proposal 1?				​
​	The Board of Directors unanimously recommends that shareholders VOTE “FOR” the election of each of the eight nominees to the board of directors.				​
​	Recommendation	​	​		​

26   2026 Proxy • Waste Connections, Inc.

Director Biographies

(5)

On December 19, 2025, Mr. Florness announced his decision to step out of his role as chief executive officer and resign as a director, effective July 16, 2026.

​

2026 Proxy • Waste Connections, Inc.   27

Board Composition​

28   2026 Proxy • Waste Connections, Inc.

Board Composition

2026 Proxy • Waste Connections, Inc.   29

Board Composition​

30   2026 Proxy • Waste Connections, Inc.

Board Composition

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Board Composition​

(6)

As noted on page 16 of this Proxy Statement, Ms. Lee was unable to attend meetings of the Board of Directors, the Compensation Committee and the Nominating and Governance Committee on July 22, 2025, despite attempting to attend remotely, due to insurmountable telecommunications difficulties while traveling abroad. She attended every other meeting of the Board and committees on which she served during 2025.

​

(7)

Waste Connections, Inc. is a corporation organized under the laws of Ontario, Canada. In 2016, the predecessor corporation, Waste Connections, Inc., a Delaware corporation, entered into a business combination with Progressive Waste Solutions Ltd., a corporation organized under the laws of Ontario, Canada (“Progressive Waste” and the transaction, the “Progressive Waste acquisition”). References to the “Company” and “Waste Connections” refer to the combined business after the Progressive Waste acquisition and to the Delaware corporation, now known as “Waste Connections US, Inc.”, before the Progressive Waste acquisition.

​

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Board Composition

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Board Composition​

34   2026 Proxy • Waste Connections, Inc.

Board Composition

Director Compensation and Equity Ownership

The Compensation Committee and the Board of Directors aim to set director compensation levels at or near the market median relative to directors at companies of comparable size, industry, and scope of operations in order to ensure directors are paid competitively for their time commitment and responsibilities. A market competitive compensation package is important because it enables us to attract and retain highly qualified directors who are critical to our long-term success. Director compensation practices have been adopted to align with market best practices and ensure director interests are closely aligned with the interests of our shareholders as set forth below.

•

Appropriate Compensation Mix. The majority of director compensation is equity-based. Cash retainers, including incremental Board and committee leadership retainers, are intended to provide fixed compensation for time spent, while the equity-based compensation component recognizes director responsibility for strategic oversight and shareholder value.

​

•

Periodic Review. Our Compensation Committee re-assesses our non-employee director compensation periodically and intends to continue to engage an independent compensation consultant to perform a comprehensive market analysis of our director compensation program and practices. The results of the most recent review, including changes made to our director compensation program in 2026, are described further in Director Compensation Review.

​

•

Annual Limit on Total Compensation. Our 2016 Incentive Award Plan (the “2016 Plan”), a summary of which is attached as Appendix B, sets forth a meaningful annual limit on non-employee director compensation, as further described below in Annual Limit on Non- Employee Director Compensation.

​

•

Share Ownership Guidelines. We maintain meaningful share ownership guidelines that align our directors’ long-term interests with those of our shareholders, as further described below in Non-Employee Director Equity Ownership.

​

•

No Hedging or Pledging of Securities. We maintain a policy that prohibits directors from engaging in transactions designed to hedge against the economic risks associated with an investment in Common Shares. In addition, these individuals may not pledge Common Shares as collateral unless preauthorized to do so in certain limited situations.

​

•

No Additional Compensation for Employee Directors. Directors who also serve as employees of the Company receive no additional compensation for director service.

​

Director Compensation Review

The Compensation Committee periodically engages its independent compensation consultant to review director compensation using the same peer group used to benchmark executive compensation. The Compensation Committee independently retained Pearl Meyer & Partners, LLC (“Pearl Meyer”) in 2025 to review the compensation of the Company’s non-employee directors, which had remained unchanged since 2022. After reviewing the information presented during the fourth quarter of 2025 and upon recommendation by the Compensation Committee, the Board of Directors in February 2026 approved a USD$10,000 increase to the annual cash retainer payable to non-employee directors (from USD$100,000 to USD$110,000), effective beginning in 2026.

Annual Limit on Non-Employee Director Compensation

The 2016 Plan contains an annual limit on non-employee director compensation, inclusive of all cash compensation and any equity-based awards under the 2016 Plan that may be made to a non-employee director for service during any calendar year. The annual limit is $350,000 per year (or $700,000 for any non-employee director in the director’s first year of service or for any calendar year that such director serves as non-executive chair of the Board).

Annual Retainer and Equity Grants

All of our non-employee directors are paid an annual cash retainer and receive deferred share units (“DSUs”). Non-employee directors may elect, irrevocably and in advance, to receive up to CAD$150,000 of their director grant in restricted share units (“RSUs”) that are settled in Common Shares, with the remainder to be received in the form of DSUs. RSUs received in payment of the director grant vest in two equal installments on the grant date and the first anniversary of the grant date. A supplemental annual cash retainer is also paid to committee chairs and the non-executive Chairman of the Board of Directors. Directors who are officers or employees do not receive any compensation as directors or for attending meetings of the Board or its committees.

The principal features of the compensation received by our non-employee directors for fiscal year 2025 are described below.

2026 Proxy • Waste Connections, Inc.   35

Board Composition​

The following table provides compensation information for the year ended December 31, 2025, for each non-employee member of our Board of Directors serving during 2025.

​

(1)

The non-employee directors received their cash compensation in Canadian currency. For purposes of this presentation, Canadian dollar amounts have been converted to U.S. dollars based on the Bank of Canada average rate of exchange for the period from January 1, 2025, to December 31, 2025, CAD$1.00 = US$0.7154.

​

(2)

In February 2025, each of our non-employee directors received a grant of 559 RSUs with a grant date fair value of  $107,119 and a grant of 355 DSUs with a grant date fair value of  $68,028, each as shown in the “Share Awards” column. The amount shown for each non-employee director is the grant date fair value of the 2025 awards computed in accordance with GAAP, excluding estimates of forfeitures related to service-based vesting conditions. A discussion of the fair value of share awards is set forth under Note 3 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC and the securities commissions or similar regulatory authorities in Canada on February 12, 2026.

​

(3)

None of the non-employee directors received perquisites or other personal benefits in an aggregate amount of  $10,000 or more. We reimburse directors for transportation, lodging and other expenses actually incurred in attending Board and committee meetings and other Company-related events.

​

The table below shows the aggregate number of unvested share awards (in the form of RSUs and DSUs, as applicable) outstanding for each non-employee director as of December 31, 2025.

36   2026 Proxy • Waste Connections, Inc.

Board Composition

Non-Employee Director Equity Ownership

Beginning in 2026, non-employee directors are required to hold Common Shares having a market value of at least $550,000, or five times the annual cash retainer. Non-employee directors have five years from the fiscal year end following initial appointment or election to the Board of Directors to accumulate the share ownership prescribed by the guidelines.

For purposes of the calculation, Common Shares deemed “beneficially owned” by the non-employee director within the meaning of the rules of the SEC, as well as DSUs and RSUs subject to time-based vesting held by the non-employee director, are included in the calculation of the amount of the individual’s ownership.

As of the date of this Proxy Statement, with the exceptions of Ms. Bertone, who was appointed to the Board of Directors in November 2022, Ms. LeBon, who was appointed to the Board in August 2024, Mr. Florness who was appointed to the Board in April 2026, and Mr. Sparks, who was appointed to the Board of Directors in March 2024, all non-employee directors exceeded the requirements of our share ownership guidelines. Ms. LeBon and Mr. Sparks have until December 31, 2029 to accumulate the share ownership prescribed by the guidelines. Mr. Florness has until December 31, 2031 to accumulate the share ownership prescribed by the guidelines. Ms. Bertone is not standing for re-election at the Meeting. Non-employee directors held the following Common Shares, DSUs and unvested RSUs as of March 20, 2026, the Record Date.

Directors’ Deferred Share Unit Plan

DSUs are notional units that have the same value as Common Shares, and therefore have the same upside and downside risk as to value, but do not give the holder voting or other shareholder rights. Awarding DSUs to non-employee directors serves to align the interests of non-employee directors with those of shareholders. DSUs are redeemed and settled for cash or shares, at the discretion of the Company, only when the non-employee director leaves the Board of Directors, and the redemption value of a DSU is equal to the market value of a Common Share at the date of redemption, less applicable withholdings.

Non-employee directors may elect, irrevocably and in advance, to receive all or part of their director and committee chair cash retainers either in cash or DSUs. They may also elect, irrevocably and in advance, to receive up to CAD$150,000 of their upcoming equity grants in RSUs that are settled in Common Shares, with the remainder of such compensation to be received in the form of DSUs. Notional DSUs are credited to an account for each non-employee director and held until the non-employee director leaves the Board of Directors.

DSUs earn dividend equivalents at the same rate as dividends paid on Common Shares. Upon redemption and settlement, DSU holders are credited with additional DSUs that are equivalent in value to the dividends declared on the Common Shares.

Public Company Board Memberships

Under the terms of our Corporate Governance Guidelines and Board Charter, directors who also serve as chief executive officers or in equivalent positions at any company should not serve on more than two boards of public companies in addition to our Board of Directors, and other directors should not serve on more than four other boards of public companies in addition to our Board of Directors.

Additionally, our Audit Committee Charter specifies that directors may not simultaneously serve on the audit committees of more than two other public companies unless our Board of Directors first determines such service will not impair the ability of the director to serve effectively on our Audit Committee. The director biographies list the other public companies for which the Company’s directors serve as directors and the stock exchange on which those issuers are listed.

2026 Proxy • Waste Connections, Inc.   37

Share Ownership

Share Ownership of Five Percent Shareholders

The following table shows ownership information for any person or company known by our directors and executive officers to beneficially own, or control or direct, directly or indirectly, 5% or more of the Common Shares. This information is presented as of the Record Date.

​

(1)

Beneficial ownership is determined in accordance with the rules of the SEC. In general, a person who has voting power and/or investment power with respect to securities is treated as the beneficial owner of those securities.

​

(2)

Based on 254,847,024 Common Shares outstanding as of the Record Date.

​

(3)

The Common Share ownership of The Vanguard Group is based on a Schedule 13G filed with the SEC on October 31, 2025. The Vanguard Group has sole voting power with respect to zero Common Shares, shared voting power with respect to 3,501,113 Common Shares, sole dispositive power with respect to 27,676,137 Common Shares and shared dispositive power with respect to 3,908,678 Common Shares. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

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38   2026 Proxy • Waste Connections, Inc.

Share Ownership

Share Ownership of the Board of Directors and Corporate Officers

The following table sets forth information known to the Company concerning Common Shares beneficially owned, as of the Record Date, by (i) each director of the Company; (ii) each named executive officer of the Company; and (iii) all corporate officers and directors of the Company as a group. These individuals, both individually and in the aggregate, own less than 1% of our outstanding Common Shares as of the Record Date.