UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 24, 2025, Waste Connections, Inc. (the “Company”) announced the retirement of Darrell W. Chambliss from the position of Executive Vice President and Chief Operating Officer of the Company, a position he has held since 2003. In connection with the transition of his responsibilities, Mr. Chambliss will assume a new role as Senior Advisor. In relation to this new role, on July 28, 2025, Mr. Chambliss entered into a new letter agreement with Waste Connections US, Inc. (the “Chambliss Letter Agreement”) under that certain Separation Benefits Plan, as amended and restated July 26, 2022 (the “Plan”), providing that Mr. Chambliss’ annual base salary will be $50,000, without eligibility for future bonus or equity awards. The Company anticipates appointing Mr. Chambliss’ successor in due course.
The foregoing description of the Chambliss Letter Agreement is qualified in its entirety by reference to the full text of the Chambliss Letter Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing description of the Plan is qualified in its entirety by reference to the full text of the Plan, which can be found as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission and the securities commissions or similar regulatory authorities in Canada on August 3, 2022.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibit.
| 10.1 | Separation Benefits Plan Participation Letter Agreement by and between Waste Connections US, Inc. and Darrell Chambliss, effective July 28, 2025. |
| 104 | The cover page of Waste Connections, Inc.’s Current Report on Form 8-K formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the U.S. Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 30, 2025 | WASTE CONNECTIONS, INC. | |
| BY: | /s/ Patrick J. Shea | |
| Patrick J. Shea | ||
| Executive Vice President, General Counsel and Secretary | ||