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Shareholders' Equity
 3 Months Ended
Mar. 31, 2017
Shareholders' Equity [Abstract]  
Shareholders' Equity

16.SHAREHOLDERS' EQUITY 

Share-Based Compensation

Restricted Share Units – New Waste Connections

A summary of activity related to restricted share units (“RSUs”) during the three-month period ended March 31, 2017, is presented below: 



 

 

 

 

 



 

Unvested Shares

 

 

 

Outstanding at December 31, 2016

 

 834,634 

 

 

 

Granted

 

 274,697 

 

 

 

Forfeited

 

 (4,345)

 

 

 

Vested and Issued

 

 (351,786)

 

 

 

Vested and Deferred

 

 (22,692)

 

 

 

Outstanding at March 31, 2017

 

 730,508 

 

 

 



 

 

 

 

 



The weighted average grant-date fair value per share for the common shares underlying the RSUs granted during the three-month period ended March 31, 2017 was $85.51. 

Recipients of the Company’s 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, the Company issues to recipients who deferred their RSUs common shares of the Company underlying the deferred RSUs.  At March 31, 2017 and 2016, the Company had 237,141 and 244,225 vested deferred RSUs outstanding, respectively.

Performance-Based Restricted Share Units – New Waste Connections

A summary of activity related to performance-based restricted share units (“PSUs”) during the three-month period ended March 31, 2017, is presented below: 



 

 

 

 

 



 

Unvested Shares

 

 

 

Outstanding at December 31, 2016

 

 284,762 

 

 

 

Granted

 

 140,077 

 

 

 

Vested and Issued

 

 (81,864)

 

 

 

Outstanding at March 31, 2017

 

 342,975 

 

 

 



 

 

 

 

 



During the three months ended March 31, 2017, 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, 2019.  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 three-month period ended March 31, 2017 was $86.23. 

Deferred Share Units – New Waste Connections and Progressive Waste Plans

A summary of activity related to deferred share units (“DSUs”) during the three-month period ended March 31, 2017, is presented below: 

 

 

 

 

 

 



 

Vested Shares

 

 

 

Outstanding at December 31, 2016

 

 45,964 

 

 

 

Granted

 

 3,150 

 

 

 

Cash settled

 

 (2,400)

 

 

 

Outstanding at March 31, 2017

 

 46,714 

 

 

 



 

 

 

 

 



Restricted Share Units - Progressive Waste Plans

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 of restricted share units (“RSUs”). A summary of activity related to Progressive Waste RSUs during the three-month period ended March 31, 2017, is presented below: 



 

 

 

 

 

Outstanding at December 31, 2016

 

 179,489 

 

 

 

Cash settled

 

 (17,342)

 

 

 

Outstanding at March 31, 2017

 

 162,147 

 

 

 



A summary of vesting activity related to Progressive Waste RSUs during the three-month period ended March 31, 2017, is presented below:



 

 

 

 

 

Vested at December 31, 2016

 

 148,348 

 

 

 

Vested over remaining service period

 

 2,179 

 

 

 

Cash settled

 

 (17,342)

 

 

 

Vested at March 31, 2017

 

 133,185 

 

 

 



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

Performance-Based Restricted Share Units - Progressive Waste Plans

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 of performance-based restricted share units (“PSUs”) based on achieving target results.  A summary of activity related to Progressive Waste PSUs during the three-month period ended March 31, 2017, is presented below: 



 

 

 

 

 

Outstanding at December 31, 2016

 

 61,994 

 

 

 

Cash settled, net of notional dividend

 

 (5,304)

 

 

 

Outstanding at March 31, 2017

 

 56,690 

 

 

 



A summary of vesting activity related to Progressive Waste PSUs during the three-month period ended March 31, 2017, is presented below:



 

 

 

 

 

Vested at December 31, 2016

 

 23,818 

 

 

 

Vested over remaining service period

 

 2,522 

 

 

 

Cash settled, net of notional dividend

 

 (5,304)

 

 

 

Vested at March 31, 2017

 

 21,036 

 

 

 



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

Share Based Options – Progressive Waste Plans

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 of share based options.  A summary of activity related to Progressive Waste share based options during the three-month period ended March 31, 2017, is presented below: 



 

 

 

 

 

Outstanding at December 31, 2016

 

 448,678 

 

 

 

Share settled

 

 (22,528)

 

 

 

Cash settled

 

 (205,688)

 

 

 

Outstanding at March 31, 2017

 

 220,462 

 

 

 



A summary of vesting activity related to Progressive Waste share based options during the three-month period ended March 31, 2017, is presented below:



 

 

 

 

 

Vested at December 31, 2016

 

 400,932 

 

 

 

Vested over remaining service period

 

 47,746 

 

 

 

Share settled

 

 (22,528)

 

 

 

Cash settled

 

 (205,688)

 

 

 

Vested at March 31, 2017

 

 220,462 

 

 

 



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

Normal Course Issuer Bid

On July 19, 2016, the Board of Directors of the Company approved, subject to receipt of regulatory approvals, undertaking a normal course issuer bid (the “NCIB”) to purchase up to 8,770,732 of the Company’s common shares for a one-year period that expires on August 7, 2017. The Company received TSX approval of the NCIB on August 3, 2016.  Under the NCIB, the Company may make share repurchases only in the open market, including on the NYSE, the TSX, and 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 60,150 common shares, which represents 25% of the average daily trading volume on the TSX of 240,601 common shares for the period from June 1, 2016 to July 31, 2016, being the whole calendar month periods that the Company's shares traded on the TSX from the June 1, 2016 closing of the Progressive Waste acquisition to the date the Company filed its NCIB application with the TSX. 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.

For the three months ended March 31, 2017, the Company did not repurchase any common shares pursuant to the NCIB.  For the three months ended March 31, 2016, Old Waste Connections did not repurchase any common shares pursuant to its share repurchase program.  

Cash Dividend

In October 2016, the Company announced that its Board of Directors increased its regular quarterly cash dividend by $0.035, from $0.145 to $0.18 per share.  Cash dividends of $31,707 and $17,791 were paid during the three months ended March 31, 2017 and 2016, respectively.