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Shareholders' Equity

9 Months Ended

Sep. 30, 2019

Shareholders' Equity [Abstract]

Shareholders' Equity

17.SHAREHOLDERS’ EQUITY

Share-Based Compensation

Restricted Share Units

A summary of activity related to restricted share units (“RSUs”) during the nine-month period ended September 30, 2019, is presented below:


		Unvested Shares
Outstanding at December 31, 2018		987,563
Granted		341,459
Forfeited		(46,503)
Vested and issued		(413,877)
Outstanding at September 30, 2019		868,642

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, 2019 was $81.15.

Recipients of 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, 2019 and 2018, the Company had 247,999 and 264,374 vested deferred RSUs outstanding, respectively.

Performance-Based Restricted Share Units

A summary of activity related to performance-based restricted share units (“PSUs”) during the nine-month period ended September 30, 2019, is presented below:


		Unvested Shares
Outstanding at December 31, 2018		532,086
Granted		152,656
Vested and issued		(180,258)
Outstanding at September 30, 2019		504,484

During the nine months ended September 30, 2019, the Company’s 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, 2021. During the same period, the Company’s 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, 2019 was $80.85.

Deferred Share Units

A summary of activity related to deferred share units (“DSUs”) during the nine-month period ended September 30, 2019, is presented below:


		Vested Shares
Outstanding at December 31, 2018		17,176
Granted		3,804
Cash settled		(2,010)
Outstanding at September 30, 2019		18,970

The DSUs consist of a combination of DSU grants outstanding under the Progressive Waste share-based compensation plans that were continued by the Company following the Progressive Waste acquisition and DSUs granted by the Company since the Progressive Waste acquisition. The weighted average grant-date fair value per share for the common shares underlying the DSUs granted during the nine-month period ended September 30, 2019 was $83.80.

Other Restricted Share Units

RSU grants outstanding under 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. A summary of activity related to Progressive Waste RSUs during the nine-month period ended September 30, 2019, is presented below:


Outstanding at December 31, 2018		122,259
Cash settled		(46,023)
Forfeited		(2,352)
Outstanding at September 30, 2019		73,884

A summary of vesting activity related to Progressive Waste RSUs during the nine-month period ended September 30, 2019, is presented below:


Vested at December 31, 2018		120,153
Vested over remaining service period		2,106
Cash settled		(46,023)
Forfeited		(2,352)
Vested at September 30, 2019		73,884

No RSUs under the Progressive Waste share-based compensation plans were granted subsequent to June 1, 2016. During the nine months ended September 30, 2019, 964 Progressive Waste RSUs were forfeited and have been redistributed to the other remaining active participants. All remaining RSUs were vested as of March 31, 2019.

Other Performance-Based Restricted Share Units

PSU grants outstanding under 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 based on

achieving target results. A summary of activity related to Progressive Waste PSUs during the nine-month period ended September 30, 2019, is presented below:


Outstanding at December 31, 2018		22,791
Cash settled, net of notional dividend		(22,791)
Outstanding at September 30, 2019		—

No PSUs under the Progressive Waste share-based compensation plans were granted subsequent to June 1, 2016. All outstanding PSUs were vested as of December 31, 2018.

Share Based Options

Share based options outstanding under 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. A summary of activity related to Progressive Waste share based options during the nine-month period ended September 30, 2019, is presented below:


Outstanding at December 31, 2018		165,156
Cash settled		(31,097)
Outstanding at September 30, 2019		134,059

No share based options under the Progressive Waste share-based compensation plans were granted subsequent to June 1, 2016. All outstanding share based options were vested as of December 31, 2017.

Normal Course Issuer Bid

On July 25, 2019, 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 13,184,474 of the Company’s common shares during the period of August 8, 2019 to August 7, 2020 or until such earlier time as the NCIB is completed or terminated at the option of the Company. The renewal followed the conclusion of the Company’s NCIB that expired August 7, 2019. The Company received Toronto Stock Exchange (the “TSX”) approval for its annual renewal of the NCIB on August 2, 2019. Under the NCIB, the Company may make share repurchases only in the open market, including on the New York Stock Exchange (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 is limited to a maximum of 79,933 common shares, which represents 25% of the average daily trading volume on the TSX of 319,734 common shares for the period from February 1, 2019 to July 31, 2019. 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.

During the nine months ended September 30, 2019, the Company did not repurchase any common shares pursuant to its NCIB in effect during such period. For the nine months ended September 30, 2018, the Company repurchased 594,474 common shares pursuant to its NCIB in effect during such period at an aggregate cost of $42,040. As of September 30, 2019, the remaining maximum number of shares available for repurchase under the current NCIB was 13,184,474.

Cash Dividend

In October 2018, the Company announced that its Board of Directors increased its regular quarterly cash dividend by $0.02, from $0.14 to $0.16 per Company common share. Cash dividends of $126,348 and $110,447 were paid during the nine months ended September 30, 2019 and 2018, respectively.