While many await results from Advanced Disposal Services' postponed annual shareholder meeting, the rest of the waste industry's top public companies have concluded their business. Results largely came in as company boards had hoped, with a few notable exceptions.
Waste Dive has pulled together results from Waste Management, Republic Services, Waste Connections, Covanta and Casella Waste Systems below.
Shareholders for Waste Management, which held its annual meeting on May 14, voted in favor of all eight board member appointees. They also ratified the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending Dec. 31.
In addition, company stakeholders approved executive compensation plans and followed the board's recommendation to vote against a proposal that would have restricted "accelerated vesting of equity awards upon a change in control." This would would have required partial forfeiture of named executive officers' equity awards in select events.
"Such a policy could put the Company at a competitive disadvantage in attracting and retaining key executives, it would disrupt the alignment of interests between our management and our stockholders by discouraging pursuit of any transaction that could result in a change in control, and it would unduly restrict our [Management Development and Compensation] Committee from designing and administering appropriate compensation arrangements," Waste Management said in its proxy statement.
During Republic Services' annual meeting on May 17, shareholders voted in favor of all 12 board member appointees as well as executive officer compensation. Stakeholders also ratified Ernst & Young LLP as the company's independent registered public accounting firm for the year.
The only proposal not passed was put forward by the International Brotherhood of Teamsters General Fund, which asked the company to provide a detailed semiannual report disclosing its campaign contributions and related activities. Following the board's recommendation, shareholders voted against the proposal.
The Teamsters have been active in pushing for such policies in recent years, especially at companies that employ its members.
"There are risks — reputational, legal and possibly financial — associated with how a company spends in the political arena and investors need transparency to assess these risks," Louis Malizia, assistant director of the Teamsters' capital strategies department, told Waste Dive via email.
Republic Services addressed the union's proposal in its proxy statement, saying current transparency measures are adequate.
"Republic already publicly discloses its political contributions in compliance with applicable law, and adopting the Teamsters Proposal would impose additional costs and administrative burdens on us without conferring a commensurate benefit on our business and our shareholders," the company said.
Malizia said the union does not agree it would be too burdensome and costly to make the information centrally available.
"It is nearly impossible to obtain all of this information from a myriad of public sources," he wrote. "The company should know the figures and disclose them. These are the types of data that help investors get the clearest picture of potential risks."
At the close of 2018, according to Malizia, nearly 300 companies on the S&P 500 had adopted disclosure policies, and 127 of them had mandated robust board level oversight.
"Other companies are doing it, Republic Services can do it too," he said.
In addition to approving all appointed board members (excluding Robert Davis, who died on April 6) Waste Connections' shareholders appointed Grant Thornton LLP as the company's independent registered public accounting firm until the close of the company's 2020 annual meeting of shareholders.
During the May 17 meeting, stakeholders also approved a special resolution authorizing the board to fix the number of directors by appointing new members between annual meetings as needed.
Voting against the board's recommendation, shareholders approved a proposal requesting the board disclose a formal written diversity policy and report regarding the representation of women at Waste Connections.
The proposal was put forward by the British Columbia Teachers' Federation on behalf of the B.C. Teachers' Federation Canadian Equity Fund, which said Waste Connections "provides no information to shareholders about the gender composition of its workforce or any plans or programs to attract, retain and advance female talent." Waste Connections currently has one woman on its board and another, CFO Mary Anne Whitney, on its executive team.
In its proxy statement, the company said a formal diversity policy would be "unnecessary and would provide no benefit."
"While we consider the level of representation of women in our executive team when making executive officer appointments, it is only one of a number of factors (which include leadership capabilities, mature judgment, merit, talent, experience, expertise and strategic/innovative thinking) that are considered in selecting the best candidates for executive officer positions," said Waste Connections.
Stakeholders approved the company's 12-member board and voted in favor of the appointment of Ernst & Young LLP as Covanta's public accountants for the 2019 fiscal year.
During the May 9 meeting, shareholders also approved executive compensation as well as an amendment to the Covanta Holding Corporation 2014 Equity Award Plan.
Casella Waste Systems held its annual meeting on Tuesday, where shareholders approved board member nominees as well as executive compensation. Stakeholders also approved a proposal to make accounting firm RSM US LLP the company's independent auditors for the fiscal year ending Dec. 31.
