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Shareholders' Equity
6 Months Ended
Jun. 30, 2018
Shareholders' Equity [Abstract]  
Shareholders' Equity

17.SHAREHOLDERS' EQUITY 

Share split

On April 26, 2017, the Company announced that its Board of Directors approved a split of its common shares on a three-for-two basis, which was approved by its shareholders at the Company’s Annual and Special Meeting of Shareholders on May 23, 2017.  Shareholders of record on June 7, 2017 received from the Company’s transfer agent on June 16, 2017, one additional common share for every two common shares held.  All share and per share amounts for all periods presented have been retroactively adjusted to reflect the share split. 

Share-Based Compensation

Restricted Share Units 

A summary of activity related to restricted share units (“RSUs”) during the six-month period ended June 30, 2018, is presented below: 



 

 

 

 

 



 

Unvested Shares

 

 

 

Outstanding at December 31, 2017

 

1,042,014 

 

 

 

Granted

 

496,217 

 

 

 

Forfeited

 

(33,711)

 

 

 

Vested and issued

 

(468,423)

 

 

 

Vested and deferred

 

(3,653)

 

 

 

Outstanding at June 30, 2018

 

1,032,444 

 

 

 



 

 

 

 

 



The weighted average grant-date fair value per share for the common shares underlying the RSUs granted during the six-month period ended June 30, 2018 was $69.22

Recipients of RSUs who participate in the Company’s Nonqualified Deferred Compensation Plan may have elected in years prior to 2015 to defer some or all of their RSUs as they vest until a specified date or dates they choose.  At the end of the deferral periods, unless a qualified participant makes certain other elections, the Company issues to recipients who deferred their RSUs common shares of the Company underlying the deferred RSUs.  At June 30, 2018 and 2017, the Company had 349,799 and 352,263 vested deferred RSUs outstanding, respectively.

Performance-Based Restricted Share Units 

A summary of activity related to performance-based restricted share units (“PSUs”) during the six-month period ended June 30, 2018, is presented below: 



 

 

 

 

 



 

Unvested Shares

 

 

 

Outstanding at December 31, 2017

 

514,461 

 

 

 

Granted

 

178,377 

 

 

 

Forfeited

 

(34)

 

 

 

Vested and issued

 

(154,181)

 

 

 

Outstanding at June 30, 2018

 

538,623 

 

 

 



 

 

 

 

 



During the six months ended June 30, 2018, the Compensation Committee granted PSUs with three-year performance-based metrics that the Company must meet before those awards may be earned, and the performance period for those grants ends on December 31, 2020.  During the same period, the Compensation Committee also granted PSUs with a one-year performance-based metric that the Company must meet before those awards may be earned, with the awards then subject to time-based vesting for the remaining three years of their four-year vesting period.  The Compensation Committee will determine the achievement of performance results and corresponding vesting of PSUs for each performance period.  The weighted average grant-date fair value per share for the common shares underlying all PSUs granted during the six-month period ended June 30, 2018 was $69.04

Deferred Share Units 

A summary of activity related to deferred share units (“DSUs”) during the six-month period ended June 30, 2018, is presented below: 

 

 

 

 

 

 



 

Vested Shares

 

 

 

Outstanding at December 31, 2017

 

13,138 

 

 

 

Granted

 

4,038 

 

 

 

Outstanding at June 30, 2018

 

17,176 

 

 

 



 

 

 

 

 



The DSUs consist of a combination of DSU grants outstanding under the Progressive Waste share-based compensation plans that were continued by the Company following the Progressive Waste acquisition and DSUs granted by the Company since the Progressive Waste acquisition.  The weighted average grant-date fair value per share for the common shares underlying the DSUs granted during the six-month period ended June 30, 2018 was $70.47

Other Restricted Share Units

RSU grants outstanding under the Progressive Waste share-based compensation plans were continued by the Company following the Progressive Waste acquisition and allow for the issuance of shares or cash settlement to employees upon vesting. A summary of activity related to Progressive Waste RSUs during the six-month period ended June 30, 2018, is presented below: 



 

 

 

 

 

Outstanding at December 31, 2017

 

158,510 

 

 

 

Cash settled

 

(27,059)

 

 

 

Forfeited

 

(2,435)

 

 

 

Outstanding at June 30, 2018

 

129,016 

 

 

 



A summary of vesting activity related to Progressive Waste RSUs during the six-month period ended June 30, 2018, is presented below:



 

 

 

 

 

Vested at December 31, 2017

 

138,054 

 

 

 

Vested over remaining service period

 

10,038 

 

 

 

Cash settled

 

(27,059)

 

 

 

Forfeited

 

(2,435)

 

 

 

Vested at June 30, 2018

 

118,598 

 

 

 



No RSUs under the Progressive Waste share-based compensation plans were granted subsequent to June 1, 2016.

Other Performance-Based Restricted Share Units

PSU grants outstanding under the Progressive Waste share-based compensation plans were continued by the Company following the Progressive Waste acquisition and allow for cash settlement only to employees upon vesting based on achieving target results.  A summary of activity related to Progressive Waste PSUs during the six-month period ended June 30, 2018, is presented below: 



 

 

 

 

 

Outstanding at December 31, 2017

 

55,602 

 

 

 

Cash settled, net of notional dividend

 

(27,067)

 

 

 

Forfeited

 

(1,909)

 

 

 

Outstanding at June 30, 2018

 

26,626 

 

 

 



A summary of vesting activity related to Progressive Waste PSUs during the six-month period ended June 30, 2018, is presented below:



 

 

 

 

 

Vested at December 31, 2017

 

28,407 

 

 

 

Vested over remaining service period

 

22,946 

 

 

 

Cash settled, net of notional dividend

 

(27,067)

 

 

 

Forfeited

 

(1,909)

 

 

 

Vested at June 30, 2018

 

22,377 

 

 

 



No PSUs under the Progressive Waste share-based compensation plans were granted subsequent to June 1, 2016.

Share Based Options

Share based options outstanding under the Progressive Waste share-based compensation plans were continued by the Company following the Progressive Waste acquisition and allow for the issuance of shares or cash settlement to employees upon vesting.  A summary of activity related to Progressive Waste share based options during the six-month period ended June 30, 2018, is presented below: 



 

 

 

 

 

Outstanding at December 31, 2017

 

236,616 

 

 

 

Cash settled

 

(60,778)

 

 

 

Outstanding at June 30, 2018

 

175,838 

 

 

 



No share based options under the Progressive Waste share-based compensation plans were granted subsequent to June 1, 2016.  All outstanding share based options were vested as of December 31, 2017.

Normal Course Issuer Bid

On July 24, 2017, the Board of Directors of the Company approved, subject to receipt of regulatory approvals, the annual renewal of the Company’s normal course issuer bid (the “NCIB”) to purchase up to 13,181,806 of the Company’s common shares during the period of August 8, 2017 to August 7, 2018 or until such earlier time as the NCIB is completed or terminated at the option of the Company. The renewal followed on the conclusion of the Company’s original NCIB that expired August 7, 2017 under which no shares were repurchased.  The Company received Toronto Stock Exchange (the “TSX”) approval for its annual renewal of the NCIB on August 2, 2017.  Under the NCIB, the Company may make share repurchases only in the open market, including on the New York Stock Exchange (the “NYSE”), the TSX, and/or alternative Canadian trading systems, at the prevailing market price at the time of the transaction. 

In accordance with TSX rules, any daily repurchases made through the TSX and alternative Canadian trading systems would be limited to a maximum of 80,287 common shares, which represents 25% of the average daily trading volume on the TSX of 321,151 common shares for the period from February 1, 2017 to July 31, 2017. The TSX rules also allow the Company to purchase, once a week, a block of common shares not owned by any insiders, which may exceed such daily limit. The maximum number of shares that can be purchased per day on the NYSE will be 25% of the average daily trading volume for the four calendar weeks preceding the date of purchase, subject to certain exceptions for block purchases.

The timing and amounts of any repurchases pursuant to the NCIB will depend on many factors, including the Company’s capital structure, the market price of the common shares and overall market conditions.  All common shares purchased under the NCIB shall be immediately cancelled following their repurchase.

During the six months ended June 30, 2018, the Company repurchased 594,474 common shares pursuant to the NCIB at an aggregate cost of $42,040.  For the six months ended June 30, 2017, the Company did not repurchase any common shares pursuant to the NCIB.  As of June 30, 2018, the remaining maximum number of shares available for repurchase under the program was 12,587,332.   

Cash Dividend

In October 2017, the Company announced that its Board of Directors increased its regular quarterly cash dividend by $0.02, from $0.12 to $0.14 per share.  Cash dividends of $73,584 and $63,463 were paid during the six months ended June 30, 2018 and 2017, respectively.