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Shareholders' Equity
 9 Months Ended
Sep. 30, 2017
Shareholders' Equity [Abstract]  
Shareholders' Equity

16.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 of Waste Connections 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 – New Waste Connections

A summary of activity related to restricted share units (“RSUs”) during the nine-month period ended September 30, 2017, is presented below: 



 

 

 

 

 



 

Unvested Shares

 

 

 

Outstanding at December 31, 2016

 

 1,252,291 

 

 

 

Granted

 

 413,179 

 

 

 

Forfeited

 

 (45,409)

 

 

 

Vested and issued

 

 (542,403)

 

 

 

Vested and deferred

 

 (37,482)

 

 

 

Outstanding at September 30, 2017

 

 1,040,176 

 

 

 



 

 

 

 

 



The weighted average grant-date fair value per share for the common shares underlying the RSUs granted during the nine-month period ended September 30, 2017 was $57.02. 

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, 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 September 30, 2017 and 2016, the Company had 352,214 and 366,337 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 nine-month period ended September 30, 2017, is presented below: 



 

 

 

 

 



 

Unvested Shares

 

 

 

Outstanding at December 31, 2016

 

 427,144 

 

 

 

Granted

 

 210,103 

 

 

 

Vested and issued

 

 (122,786)

 

 

 

Outstanding at September 30, 2017

 

 514,461 

 

 

 



 

 

 

 

 



During the nine months ended September 30, 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 nine-month period ended September 30, 2017 was $57.47. 

Deferred Share Units – New Waste Connections and Progressive Waste Plans

A summary of activity related to deferred share units (“DSUs”) during the nine-month period ended September 30, 2017, is presented below: 

 

 

 

 

 

 



 

Vested Shares

 

 

 

Outstanding at December 31, 2016

 

 68,942 

 

 

 

Granted

 

 4,725 

 

 

 

Share settled

 

 (35,416)

 

 

 

Cash settled

 

 (25,113)

 

 

 

Outstanding at September 30, 2017

 

 13,138 

 

 

 



 

 

 

 

 



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 nine-month period ended September 30, 2017, is presented below: 



 

 

 

 

 

Outstanding at December 31, 2016

 

 269,206 

 

 

 

Cash settled

 

 (79,744)

 

 

 

Outstanding at September 30, 2017

 

 189,462 

 

 

 



A summary of vesting activity related to Progressive Waste RSUs during the nine-month period ended September 30, 2017, is presented below:



 

 

 

 

 

Vested at December 31, 2016

 

 222,517 

 

 

 

Vested over remaining service period

 

 19,338 

 

 

 

Cash settled

 

 (79,744)

 

 

 

Vested at September 30, 2017

 

 162,111 

 

 

 



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 nine-month period ended September 30, 2017, is presented below: 



 

 

 

 

 

Outstanding at December 31, 2016

 

 92,957 

 

 

 

Cash settled, net of notional dividend

 

 (37,437)

 

 

 

Outstanding at September 30, 2017

 

 55,520 

 

 

 



A summary of vesting activity related to Progressive Waste PSUs during the nine-month period ended September 30, 2017, is presented below:



 

 

 

 

 

Vested at December 31, 2016

 

 35,727 

 

 

 

Vested over remaining service period

 

 8,322 

 

 

 

Cash settled, net of notional dividend

 

 (37,437)

 

 

 

Vested at September 30, 2017

 

 6,612 

 

 

 



No PSUs under the Progressive Waste share-based compensation plans were granted 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 nine-month period ended September 30, 2017, is presented below: 



 

 

 

 

 

Outstanding at December 31, 2016

 

 672,996 

 

 

 

Share settled

 

 (33,792)

 

 

 

Cash settled

 

 (322,785)

 

 

 

Forfeited

 

 (9,662)

 

 

 

Outstanding at September 30, 2017

 

 306,757 

 

 

 



A summary of vesting activity related to Progressive Waste share based options during the nine-month period ended September 30, 2017, is presented below:



 

 

 

 

 

Vested at December 31, 2016

 

 601,395 

 

 

 

Vested over remaining service period

 

 71,601 

 

 

 

Share settled

 

 (33,792)

 

 

 

Cash settled

 

 (322,785)

 

 

 

Forfeited

 

 (9,662)

 

 

 

Vested at September 30, 2017

 

 306,757 

 

 

 



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

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 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 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.

For the nine months ended September 30, 2017, the Company did not repurchase any common shares pursuant to the NCIB.  For the nine months ended September 30, 2016, the Company did not repurchase any common shares pursuant to the NCIB nor did Old Waste Connections repurchase shares of its common stock 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 $0.023, from $0.097 to $0.12 per share.  Dividend amounts reflect the post-split basis of the three-for-two share split completed in June 2017.  Cash dividends of $95,201 and $61,001 were paid during the nine months ended September 30, 2017 and 2016, respectively.