SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES AND EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported) May 16, 2006
WASTE
CONNECTIONS, INC.
(Exact
name of registrant as specified in its charter)
DELAWARE
(State
or
other jurisdiction of incorporation)
COMMISSION
FILE NO. 1-31507
94-3283464
(I.R.S.
Employer Identification No.)
35
Iron Point Circle, Suite 200, Folsom, CA 95630
(Address
of principal executive offices)
(916)
608-8200
(Registrant's
telephone number, including area code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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INFORMATION
TO BE INCLUDED IN THE REPORT
ITEM
8.01
OTHER EVENTS.
On
April
12, 2006, Waste Connections, Inc. (the “Company”) filed a definitive proxy
statement with the Securities and Exchange Commission relating to its 2006
Annual Meeting of Stockholders to be held on May 25, 2006. In the proxy
statement’s “Proposal 2,” the Company requested stockholder approval of the
Company’s Second Amended and Restated 2004 Equity Incentive Plan (the “Plan”).
As
discussed in Proposal 2, in 2004 the Company began implementing changes to
its
compensation philosophy. The changes are intended to: (a) increase base salary
and cash performance bonuses as a percentage of total compensation for the
company’s employees, officers and directors to more competitive levels through
2007; (b) decrease equity as a percentage of total compensation for these
individuals relative to the company’s historic levels; and (c) over the next
three years, transition the equity component of total compensation for these
individuals from stock options to restricted stock and restricted stock unit
awards. These changes will allow the Company to continue to provide equity
incentives to its employees, officers and directors, while at the same time
bringing the financial statement cost associated with equity incentive grants
and the economic value actually delivered to the recipients of those grants
into
closer alignment.
The
Company believes that the changes in its compensation philosophy will result
in
a reduction of the Company’s equity “burn rate.” The Company’s equity burn rate,
as determined in accordance with standards promulgated by Institutional
Shareholder Services, is the sum of the total number of shares represented
by
stock options granted in a fiscal year, plus four times the total number
of
shares of restricted stock, restricted stock units or other stock awards
awarded
in that year, divided by the gross number of shares outstanding at the end
of
the fiscal year.
In
connection with the Plan, the Company commits to maintain an average annual
equity burn rate over the three fiscal years 2006-2008 not to exceed 4.33%
per
year.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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WASTE
CONNECTIONS, INC.
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(Registrant)
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Date:
May 16, 2006
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BY:
/s/
Worthing F. Jackman
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Worthing
F. Jackman,
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Executive
Vice President and Chief Financial
Officer
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