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) February 1, 2007
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:
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
|
| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
INFORMATION
TO BE INCLUDED IN THE REPORT
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Senior
Management Incentive Plan
On
February 1, 2007, the Compensation Committee of the Board of Directors of Waste
Connections, Inc. adopted the Waste Connections, Inc. Senior Management
Incentive Plan. Under the Incentive Plan, certain of our executive officers
designated as participants in the Incentive Plan will have the opportunity
to
earn annual performance bonuses payable in cash based
on a targeted percentage of the participant’s annual base salary for the year.
While target bonus percentages remain at current levels under the Incentive
Plan, each participant has the opportunity to earn up to 175% of the targeted
bonus based on the Company’s achievement of certain performance goals. The
performance goals for 2007 are based upon budgeted revenue for the year and
will
be measured by comparing actual results for various financial measures against
targeted performance goals for those financial measures, and applying weighting
to each financial measure, as determined by the Compensation Committee.
In
lieu
of paying an Annual Performance Bonus in cash, the Compensation Committee
may
choose to pay some or all of a bonus in restricted stock units issued under
our
Second Amended and Restated 2004 Equity Incentive Plan or any succeeding plan
we
may adopt, subject to certain conditions. Grants of such restricted stock units
will be valued at approximately 125% of the cash bonus to address the risk
and
vesting period associated with the underlying stock.
Each
participant in the Plan shall also receive an annual Long-Term Incentive Grant
of restricted stock units valued at approximately 125% to 150% of the
participant’s base salary and subject to a vesting schedule approved by the
Compensation Committee.
The
terms
and provisions of the Incentive Plan shall supersede any contrary terms of
a
participant’s employment agreement regarding the size and timing of any
discretionary annual performance bonuses payable to the participant; all other
terms of the participant’s employment agreement shall remain in full force and
effect.
Stock
Ownership Guidelines for Named Executive Officers
To
encourage long-term stock ownership, the Incentive Plan provides that each
of
our “named executive officers,” as such term is defined in Item 402 of
Regulation S-K, is expected to retain at least 50% of all after-tax shares
of
common stock received from Long-Term Incentive Grants under the Incentive Plan
until such participant meets and maintains the following stock ownership
thresholds (as valued by the Compensation Committee): (a) for the CEO and
President, three times such participant’s base salary; and (b) for other named
executive officers, two and one-half times such participant’s base
salary.
Annual
Base Salaries of Named Executive Officers
Effective
February 1, 2007, the following named executive officers of the Company received
an increase in their annual base salaries as part of our implementation of
changes to our compensation philosophy.
|
Name
and Position
|
Amount
of
Increase
|
New
Annual
Base
Salary
|
|||||
|
Ronald
J. Mittelstaedt, Chief Executive Officer and Chairman
|
$
|
70,000
|
$
|
520,000
|
|||
|
Steven
F. Bouck, President
|
45,000
|
385,000
|
|||||
|
Darrell
W. Chambliss, Executive Vice President and Chief Operating
Officer
|
40,000
|
335,000
|
|||||
|
Robert
D. Evans, Executive Vice President, General Counsel and
Secretary
|
30,000
|
315,000
|
|||||
|
Worthing
F. Jackman, Executive Vice President and Chief Financial
Officer
|
45,000
|
310,000
|
|||||
Restricted
Stock Grants to Named Executive Officers in Lieu of Cash
Bonuses
In
lieu
of paying cash bonuses earned in 2006, effective February 1, 2007, the
Compensation Committee of the Board of Directors granted restricted stock units
to the named executive officers of the company, in the following
amounts:
|
Name
and Position
|
Number
of Units
|
|
|
Ronald
J. Mittelstaedt, Chief Executive Officer and Chairman
|
9,500
|
|
|
Steven
F. Bouck, President
|
3,400
|
|
|
Darrell
W. Chambliss, Executive Vice President and Chief Operating
Officer
|
3,000
|
|
|
Robert
D. Evans, Executive Vice President, General Counsel and
Secretary
|
3,000
|
|
|
Worthing
F. Jackman, Executive Vice President and Chief Financial
Officer
|
2,600
|
Annual
Long Tem Incentive Grants of Restricted Stock to Named Executive
Officers
Effective
February 1, 2007, the Compensation Committee of the Board of Directors granted
restricted stock units to the named executive officers of the company as
follows:
|
Name
and Position
|
Number
of Units
|
|
|
Ronald
J. Mittelstaedt, Chief Executive Officer and Chairman
|
14,000
|
|
|
Steven
F. Bouck, President
|
9,900
|
|
|
Darrell
W. Chambliss, Executive Vice President and Chief Operating
Officer
|
8,100
|
|
|
Robert
D. Evans, Executive Vice President, General Counsel and
Secretary
|
8,100
|
|
|
Worthing
F. Jackman, Executive Vice President and Chief Financial
Officer
|
8,500
|
The
restricted stock units were issued under the Second Amended and Restated 2004
Equity Incentive Plan. Each restricted stock unit represents a contingent right
to receive one share of Waste Connections common stock. Subject to the grantee's
continued service with the company, units issued to the named executive officers
vest over a period of five (5) years from the date of grant, with 20% vesting
on
the first anniversary of the grant date, and an additional 20% vesting each
of
the second, third, fourth and fifth anniversaries of the grant
date.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
|
10.1
|
Senior
Management Incentive Plan
|
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.
|
WASTE
CONNECTIONS, INC.
(Registrant)
|
||
| |
|
|
| Date: February 7, 2007 | By: | /s/ Worthing F. Jackman |
|
Worthing
F. Jackman,
Executive
Vice President and
Chief
Financial Officer
|
||