EX-99.2 3 tm2315969d1_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

 

REPORT OF VOTING RESULTS

 

In accordance with Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations, the following sets out the matters voted upon at the annual and special meeting of shareholders (the “Meeting”) of GFL Environmental Inc. (the “Company”) held on May 17, 2023. Each of the matters set out below is described in greater detail in the Company’s management information circular dated April 5, 2023 (the “Circular”).

 

1.Election of Directors

 

Each of the 10 nominees listed in the Circular was elected as a director of the Company to hold office until the close of the next annual meeting of shareholders or until their successor is elected or appointed. The results of the votes cast are set out below:

 

Name of Nominee   Votes FOR   %   Votes WITHHELD   %
(a)      Patrick Dovigi      457,984,094   96.16%   18,288,824   3.84%
(b)      Dino Chiesa      447,756,026   94.01%   28,516,892   5.99%
(c)      Violet Konkle      475,930,793   99.93%   342,125   0.07%
(d)      Sandra Levy      476,236,297   99.99%   36,621   0.01%
(e)      Jessica McDonald      449,416,342   94.36%   26,856,576   5.64%
(f)      Arun Nayar      447,093,958   93.87%   29,178,960   6.13%
(g)      Paolo Notarnicola      398,954,610   83.77%   77,318,308   16.23%
(h)      Ven Poole      475,865,350   99.91%   407,568   0.09%
(i)      Blake Sumler      475,866,913   99.91%   406,005   0.09%
(j)      Raymond Svider     416,985,745   87.55%   59,287,173   12.45%

 

2.Appointment of Independent Auditor

 

KPMG LLP was appointed as the auditor of the Company until the next annual meeting of shareholders or until a successor auditor is appointed and the board of directors of the Company was authorized to fix the remuneration of the auditor. The results of the votes cast are set out below:

 

Votes FOR   %   Votes WITHHELD   %
480,968,122   99.91%   441,090   0.09%

 

3.Renewal of the Company’s Omnibus Long-Term Incentive Plan

 

The resolution regarding the renewal of the Company’s Omnibus Long-Term Incentive Plan and the approval of all unallocated options, rights or other entitlements thereunder were approved. The results of the votes cast are set out below:

 

Votes FOR   %   Votes AGAINST   %
365,406,052   76.72%   110,866,866   23.28%

 

 

 

 

4.Renewal of the Company’s DSU Plan

 

The resolution regarding the renewal of the Company’s Director DSU Plan, the approval of all unallocated deferred share units thereunder and the ratification of all deferred share units awarded thereunder since its expiry on March 5, 2023 were approved. The results of the votes cast are set out below:

 

Votes FOR   %   Votes AGAINST   %
471,406,187   98.98%          4,866,731   1.02%

 

5.Consideration of the Company’s Approach to Executive Compensation

 

The advisory non-binding resolution on the Company’s approach to executive compensation was approved. The results of the votes cast are set out below:

 

Votes FOR   %   Votes AGAINST   %
384,166,606   80.66%   92,106,312   19.34%