SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
WASTE INDUSTRIES, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
WASTE INDUSTRIES, INC.
3949 Browning Place
Raleigh, North Carolina 27609
----------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 26, 1999
----------------------------------------
TO THE SHAREHOLDERS OF WASTE INDUSTRIES, INC.
The Annual Meeting of Shareholders of Waste Industries, Inc., a North
Carolina corporation (the "Company"), will be held at the North Raleigh Hilton,
3415 Wake Forest Road, Raleigh, North Carolina, on Wednesday, May 26, 1999 at
4:00 p.m., for the following purposes:
1. To elect a board of five directors;
2. To ratify the appointment of Deloitte & Touche LLP as the independent
auditors of the Company for the fiscal year ending December 31, 1999; and
3. To act upon such other matters as may properly come before the meeting or
any adjournment thereof.
The foregoing items are more fully described in the attached Proxy Statement.
The Board of Directors has fixed the close of business on March 26, 1999
as the record date for the determination of shareholders entitled to notice of
and to vote at the meeting or any adjournment or adjournments thereof. All such
shareholders are cordially invited to attend the meeting in person. However, to
assure your representation at the meeting, you are urged to mark, sign, date
and return the enclosed proxy card as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. Any shareholder attending
the meeting may vote in person, even if such shareholder returned a proxy.
The Company's Proxy Statement and proxy is submitted herewith along with
the Company's Annual Report to Shareholders for the fiscal year ended December
31, 1998.
IMPORTANT -- YOUR PROXY IS ENCLOSED
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, SHAREHOLDERS ARE URGED TO
EXECUTE AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS REQUIRED FOR MAILING IN THE UNITED STATES.
By Order of the Board of Directors
LONNIE C. POOLE, JR.,
Chairman of the Board and
Chief Executive Officer
Raleigh, North Carolina
April 30, 1999
<PAGE>
<PAGE>
WASTE INDUSTRIES, INC.
3949 Browning Place
Raleigh, North Carolina 27609
---------------
PROXY STATEMENT
---------------
ANNUAL MEETING OF SHAREHOLDERS
May 26, 1999
INFORMATION CONCERNING SOLICITATION AND VOTING
The enclosed proxy is solicited by the Board of Directors of Waste
Industries, Inc., a North Carolina corporation (the "Company"), for use at the
Company's Annual Meeting of Shareholders to be held at the North Raleigh
Hilton, 3415 Wake Forest Road, Raleigh, North Carolina, at 4:00 p.m. on
Wednesday, May 26, 1999, and any adjournments thereof (the "Meeting"). The cost
of soliciting proxies will be borne by the Company. In addition to solicitation
of proxies by mail, employees of the Company, without extra remuneration, may
solicit proxies personally or by telephone. The Company will reimburse
brokerage firms and other custodians, nominees and fiduciaries for their
reasonable out-of-pocket expenses for forwarding proxy materials to beneficial
owners and seeking instruction with respect thereto. The mailing address of the
principal executive offices of the Company is 3949 Browning Place, Raleigh,
North Carolina 27609. Copies of this Proxy Statement and accompanying proxy
card were mailed to shareholders on or about April 30, 1999.
Revocability of Proxies
Any shareholder giving a proxy has the power to revoke it at any time
before it is voted by giving a later proxy or written notice to the Company
(Attention: Stephen C. Shaw, Vice President, Finance), or by attending the
Meeting and voting in person.
Voting
When the enclosed proxy is properly executed and returned (and not
subsequently properly revoked), the shares it represents will be voted in
accordance with the directions indicated thereon, or, if no direction is
indicated thereon, it will be voted: (i) FOR the election of the five nominees
for director identified below; (ii) FOR ratification of the appointment of
Deloitte & Touche LLP, Raleigh, North Carolina, as independent auditors of the
Company for the fiscal year ending December 31, 1999; and (iii) in the
discretion of the proxies with respect to any other matters properly brought
before the shareholders at the Meeting.
Record Date
Only the holders of record of the Company's Common Stock at the close of
business on the record date, March 26, 1999 (the "Record Date"), are entitled
to notice of and to vote at the Meeting. On the Record Date, 13,563,905 shares
of Common Stock were outstanding. Shareholders will be entitled to one vote for
each share of Common Stock held on the Record Date.
<PAGE>
PROPOSAL NO. 1 -- ELECTIONS OF DIRECTORS
Nominees
The Company's Bylaws provide that the number of directors constituting the
Board of Directors shall be no less than three. The number of directors is
currently five, and the number authorized to be elected at the Meeting is five.
Therefore, that number of directors are to be elected to serve for one year,
until the election and qualification of their successors, and it is intended
that proxies, not limited to the contrary, will be voted FOR all of the
management nominees named below. If any such nominee is unable or declines to
serve as a director at the time of the Meeting, the individuals named in the
enclosed proxy may exercise their discretion to vote for any substitute
proposed by the Board of Directors. It is not anticipated that any nominee
listed below will be unable or will decline to serve as a director. None of the
directors, nominees or executive officers is related by blood, marriage or
adoption to any other director, nominee or any executive officer of the
Company.
<TABLE>
<CAPTION>
Name of Management Nominee Age Director Since
- ----------------------------------------- ----- ---------------
<S> <C> <C>
Lonnie C. Poole, Jr. ........... 61 1970
Jim W. Perry ................... 54 1974
J. Gregory Poole, Jr. .......... 64 1994
Thomas F. Darden ............... 44 1997
Thomas C. Cannon ............... 49 --
</TABLE>
Lonnie C. Poole, Jr. founded the Company in 1970 and has served as Chief
Executive Officer and Chairman of the Board of Directors of the Company since
that time. Mr. Poole holds a B.S. in Civil Engineering from North Carolina
State University and an M.B.A. from the University of North Carolina at Chapel
Hill. He has served in the Environmental Industry Association, a non-profit
business association established to, among other things, inform, educate and
assist its members in cost-effective, safe and environmentally responsible
management of waste ("EIA", formerly the National Solid Waste Management
Association or the "NSWMA"), in the following positions: Chairman;
Vice-Chairman; and Board Member. In addition, Mr. Poole has served in the EIA
Research and Education Foundation as Chairman and now is a member of its Board
of Directors. Mr. Poole was inducted into the EIA Hall of Fame in 1994.
Jim W. Perry joined the Company in 1971 and has served as the Company's
President and Chief Operating Officer since 1987 and as a director since 1974.
Mr. Perry holds a B.S. in Agricultural and Biological Engineering from North
Carolina State University and an M.S. in Systems Management from the University
of Southern California. Mr. Perry has received the Distinguished Service Award
from the NSWMA. In addition, Mr. Perry has served in the Carolinas Chapter of
NSWMA as Chairman and on the Membership Committee. Mr. Perry was inducted into
the EIA Hall of Fame in 1997.
J. Gregory Poole, Jr., an original investor in the Company in 1970, has
served as a member of the Board of Directors since 1994. Until March 1999, Mr.
Poole was Chairman of the Board and Chief Executive Officer of Gregory Poole
Equipment Company. Mr. Poole is a member of the Board of Directors of First
Union Corporation. Mr. Poole holds a B.S. in Business Administration from the
University of North Carolina at Chapel Hill.
Thomas F. Darden has served as a director of the Company since June 1997.
Since 1984, Mr. Darden has served as Chairman of Cherokee Sanford Group LLC, or
its predecessors and affiliates, which include brick manufacturing,
environmental remediation and brownfield redevelopment companies. He is also a
principal of Franklin Street/Fairview Capital, a private investment company.
Mr. Darden acts as a Trustee of the Triangle Transit Authority and of Shaw
University, and is a director of both Winston Hotels, Inc. and BTI Telecom
Corp. In addition, Mr. Darden has served on the Board of Visitors and currently
serves on the Honors Advisory Board at the University of North Carolina at
Chapel Hill. Mr. Darden holds a B.A. with Highest Honors and an M.R.P. in
Environmental Planning from the University of North Carolina at Chapel Hill,
and a J.D. from Yale University.
Thomas C. Cannon has served as a Vice President of the Company since its
acquisition of TransWaste Services, Inc. in September 1998. Mr. Cannon founded
TransWaste Services in 1994 and has served as its President since that time. He
holds a B.B.A. in Industrial Management from the University of Georgia and has
done graduate work in Accounting at Georgia Southwestern College.
Information Concerning the Board of Directors and Its Committees
The business of the Company is under the general management of the Board
of Directors as provided by the laws of North Carolina and the Bylaws of the
Company. During the fiscal year ended December 31, 1998, the Board of Directors
2
<PAGE>
held four formal meetings, excluding actions by unanimous written consent. Each
Member of the Board attended at least 75% of the fiscal 1998 meetings of Board
of Directors and Board committees of which he was a member.
The Board of Directors has an Audit Committee and a Compensation
Committee, but not a nominating committee. The Audit Committee currently
consists of J. Gregory Poole, Jr. and Thomas F. Darden. During 1998, the Audit
Committee held no formal meetings. The Audit Committee reviews the results and
scope of the audit and other services provided by the Company's independent
auditors. The Compensation Committee currently consists of Mr. Darden and J.
Gregory Poole, Jr. During 1998, the Compensation Committee held one formal
meeting, excluding actions by unanimous written consent. The Compensation
Committee makes recommendations to the Board of Directors regarding salaries
and incentive compensation for officers of the Company, and administers the
Company's stock plans.
Vote Required
The five nominees receiving the highest number of affirmative votes of the
shares present or represented and entitled to be voted at the Meeting shall be
elected as directors of the Company. In accordance with North Carolina law,
votes withheld from any director will be counted for purposes of determining
the presence or absence of a quorum for the transaction of business. Withheld
votes, if any, are not treated as votes cast and, therefore, will have no
effect on the proposal to elect directors.
The Board of Directors has unanimously approved and recommends that
shareholders vote "FOR" the election of the management nominees listed above.
PROPOSAL NO. 2 --
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors of the Company has appointed the firm of Deloitte &
Touche LLP, Raleigh, North Carolina, to serve as the independent auditors of
the Company for the fiscal year ending December 31, 1999, and recommends that
the shareholders ratify such action. Deloitte & Touche LLP has audited the
accounts of the Company since 1983 and has advised the Company that it does not
have, and has not had, any direct or indirect financial interest in the Company
or its subsidiaries in any capacity other than that of serving as independent
auditors. Representatives of Deloitte & Touche LLP are expected to attend the
Meeting. They will have an opportunity to make a statement, if they desire to
do so, and will also be available to respond to appropriate questions.
The affirmative vote of the holders of a majority of the shares of the
Company's Common Stock present or represented and voting on this proposal at
the Meeting shall constitute ratification of the appointment of Deloitte &
Touche LLP. If the appointment of Deloitte & Touche LLP is not ratified by the
shareholders, the Board of Directors will reconsider its selection.
The Board of Directors has unanimously approved and recommends a vote
"FOR" the ratification of the appointment of Deloitte & Touche LLP as
independent auditors of the Company for the fiscal year ending December 31,
1999.
3
<PAGE>
OTHER INFORMATION
Principal Shareholders
The following table sets forth certain information regarding the ownership
of shares of the Company's Common Stock as of the Record Date by (i) each
person known by the Company to beneficially own more than 5% of the outstanding
shares of Common Stock, (ii) each director and director nominee of the Company,
(iii) each of the Named Executive Officers, as listed under " -- Executive
Compensation -- Summary Compensation" below, and (iv) all directors and
executive officers of the Company as a group. Except as indicated in footnotes
to this table, the persons named in this table have sole voting and investment
power with respect to all shares of Common Stock indicated below. Share
ownership in each case includes shares issuable upon exercise of warrants and
options that may be exercised within 60 days after the Record Date for purposes
of computing the percentage of Common Stock owned by such person but not for
purposes of computing the percentage owned by any other person.
<TABLE>
<CAPTION>
Shares
Beneficially Percentage
Name Owned Owned
- --------------------------------------------------------------- -------------- -----------
<S> <C> <C>
Lonnie C. Poole, Jr.(1) ....................................... 6,626,578 48.1%
3949 Browning Place
Raleigh, NC 27609
Lonnie C. Poole, III(2) ....................................... 2,370,317 17.4%
3949 Browning Place
Raleigh, NC 27609
Scott J. Poole(3) ............................................. 2,364,113 17.4%
2408 Mt. Vernon Church Road
Raleigh, NC 27614
Jim W. Perry(4) ............................................... 1,654,019 12.1%
J. Gregory Poole, Jr.(5) ...................................... 634,712 4.7%
Thomas C. Cannon .............................................. 424,037 3.1%
Robert H. Hall(6) ............................................. 80,400 *
Henry E. Dick. ................................................ 16,337 *
Thomas F. Darden(7) ........................................... 2,000 *
All directors and executive officers as a group (6 persons)(8) 9,007,072 65.0%
</TABLE>
- ---------
* Less than one percent.
(1) Includes 199,320 vested shares underlying options, 1,000 shares owned by
Mr. Poole's wife and 4,580,090 shares held by four grantor trusts of which
Lonnie C. Poole, III and Scott J. Poole, Mr. Poole's children, and Maxine
S. Poole, Mr. Poole's mother, are beneficiaries and/or trustees.
(2) Includes 60,280 vested shares underlying options, 981,260 shares held by a
trust of which Mr. Poole is a co-trustee and beneficiary and 981,258
shares held by a trust of which he is a beneficiary with shared investment
power.
(3) Includes 60,400 vested shares underlying options, 981,260 shares held by a
trust of which Mr. Poole is a co-trustee and beneficiary and 981,258 shares
held by a trust of which he is a beneficiary with shared investment power.
(4) Includes 76,800 vested shares underlying options.
(5) Includes 540,000 shares owned by Mr. Poole's three adult children and 2,520
shares held by Mr. Poole's children as custodian for his three
grandchildren. As to all of such shares, Mr. Poole disclaims beneficial
ownership.
(6) Includes 3,200 vested shares underlying options, 580 shares held by Mr.
Hall as custodian for his two minor daughters, 1,000 shares held by Mr.
Hall's wife. As to the shares held by his wife, Mr. Hall disclaims
beneficial ownership.
(7) The shares are held in a custodial account managed by Mr. Darden's wife for
the benefit of Mr. Darden's son.
(8) Includes the shares (including shares underlying options) discussed in
footnotes (1) and (4) - (7), and 9,363 shares (including 4,803 shares
underlying options) held by another executive officer.
4
<PAGE>
Executive Compensation
Summary Compensation
The following table sets forth all compensation paid by the Company for
services rendered to it in all capacities for the fiscal years ended December
31, 1996, 1997 and 1998 to the Company's Chief Executive Officer and the
Company's other executive officers who earned at least $100,000 in the
respective fiscal year (collectively, the "Named Executive Officers").
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Compensation
Awards
Annual Compensation ---------------
Fiscal Stock Options All Other
Name and Principal Position Year Salary Bonus (Shares) Compensation(1)
- ----------------------------------------------------- -------- ----------- ----------- --------------- ----------------
<S> <C> <C> <C> <C> <C>
Lonnie C. Poole, Jr. ................................ 1998 $ -- $ -- -- $ 4,200
Chairman and Chief Executive Officer 1997 $ 224,324 $141,127 -- $ 42,632(2)
1996 $ 219,154 $212,229 199,320 $ 42,019(2)
Jim W. Perry, President ............................. 1998 $ 212,381 $ -- -- $ 15,132
1997 $ 201,676 $107,828 -- $ 42,760(2)
1996 $ 197,060 $148,561 96,836 $ 40,831(2)
Robert H. Hall(3) ................................... 1998 $ 142,695 $ 66,622 4,293 $ 14,732
Chief Financial Officer, Vice President, Secretary 1997 $ 135,600 $ 52,997 -- $ 42,695(2)
and Treasurer 1996 $ 120,467 $ 63,669 13,456 $ 40,610(2)
Henry E. Dick(4) .................................... 1998 $ 129,659 $ 62,331 4,053 $ 11,462
Executive Vice President 1997 $ 122,720 $ 52,020 -- $ 11,626
1996 $ 109,611 $ 52,864 7,740 $ 9,593
</TABLE>
- ---------
(1) Includes:
o profit sharing contributions for each of the Named Executive Officers of
$3,169 in 1996 and $4,511 in 1997;
o auto allowances for each of the Named Executive Officer except Mr. Dick of
$4,200 each year, and auto allowances for Mr. Dick of $4,200 in 1996 and
1997 and $3,500 in 1998;
o life insurance premiums paid by the Company on executive group policy
insurance coverage in excess of $50,000 payable to the Named Executive
Officers or their respective families in the following amounts for 1996,
1997 and 1998: Mr. Poole, $1,715, $2,488 and $0; Mr. Perry, $953, $874 and
$932; Mr. Hall, $463, $493 and $532; and Mr. Dick, $272, $419 and $394;
o 401(k) Plan contributions in the following amounts for 1996, 1997 and 1998:
Mr. Poole, $2,135, $673 and $0; Mr. Perry, $1,709, $2,375 and $10,000; Mr.
Hall, $1,978, $2,691 and $10,000; and Mr. Dick, $1,952, $2,496 and $7,568.
(2) Includes director's fees of $30,800.
(3) Mr. Hall retired as Chief Financial Officer, Vice President, Secretary and
Treasurer of the Company in January 1999.
(4) Mr. Dick resigned as Executive Vice President in October 1998.
Option Grants, Exercises and Holdings and Fiscal Year-End Option Values
The following table sets forth certain information concerning all grants
of stock options made during the year ended December 31, 1998 to the Named
Executive Officers:
Option/SAR Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual
Number of % of Total Rates of Stock Price
Securities Options/SARs Exercise Appreciation
Underlying Granted to or Base for Option Term (1)
Options/SARs Employees Price Expiration ---------------------
Name Granted in Fiscal Year ($/Share) Date 5% 10%
- ------------------------ -------------- ---------------- ----------- ------------ ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Robert H. Hall ......... 4,293 4.8% $ 19.69 April 2003 $23,354 $51,606
Henry E. Dick .......... 4,053 4.6% $ 19.69 April 2003 $22,048 $48,721
</TABLE>
- ---------
(1) Potential realizable value is based on the assumption that the Common Stock
of the Company will appreciate at the annual rate shown (compounded
annually) from the date of grant until the expiration of the option term.
These amounts are calculated for SEC-mandated disclosure purposes and do
not reflect the Company's estimate of future stock prices.
5
<PAGE>
No Named Executive Officer exercised a stock option during the year ended
December 31, 1998. The following table sets forth certain information
concerning the number and value of unexercised options held by the Named
Executive Officers as of December 31, 1998:
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised Options In-the-Money Options
at December 31, 1998 at December 31, 1998(1)
----------------------------------- ----------------------------------
Name Exercisable(2) Unexercisable(2) Exercisable(2) Unexercisable(2)
- ------------------------------ ---------------- ------------------ ---------------- -----------------
<S> <C> <C> <C> <C>
Lonnie C. Poole, Jr. ......... 199,320 -- $2,416,755 $ --
Jim W. Perry ................. 76,800 20,036 931,200 242,937
Robert H. Hall ............... 3,200 14,549 38,800 124,354
Henry E. Dick ................ -- 11,740 -- 151,328
</TABLE>
- ---------
(1) Options are considered in-the-money if the market value of the shares
covered thereby is greater than the option exercise price. Value is
calculated based on the difference between the fair market value of the
shares of Common Stock at December 31, 1998 ($17.25), as quoted on the
Nasdaq Stock Market, and the exercise price of the options.
(2) The first number represents the number or value (as called for by the
appropriate column) of exercisable options; the second number represents
the number or value (as appropriate) of unexercisable options.
Compensation of Directors
In 1998, employee directors of the Company received no compensation for
service as a member of the Board of Directors. Non-employee directors (J.
Gregory Poole, Jr. and Thomas F. Darden) are entitled to receive an annual
retainer fee in cash or stock of the Company equal in value to $5,000, plus
$500 in cash or stock at the option of the individual director for attending
each meeting of the Board of Directors and each Board of Directors' committee
meeting, in addition to reimbursement of out-of-pocket expenses.
Report of the Compensation Committee on Executive Compensation
The following statement made by the Compensation Committee shall not be
deemed incorporated by reference into any filing under the Securities Act of
1933, as amended (the "Securities Act"), or the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and shall not otherwise be deemed filed
under either of such Acts.
The Compensation Committee is responsible for making recommendations to
the Board of Directors concerning executive compensation, including base
salaries, bonuses and awards of stock options. The Compensation Committee
currently consists of Messrs. Thomas F. Darden and J. Gregory Poole, Jr. each
of whom is a non-employee director of the Company.
In determining the compensation of the Company's executive officers, the
Compensation Committee takes into account all factors which it considers
relevant, including business conditions in general and in the Company's lines
of business during the year, the Company's performance during the year in light
of such conditions, the market compensation for executives of similar
background and experience, and the performance of the specific executive
officer under consideration and the business area of the Company for which such
executive officer is responsible. In addition, the Compensation Committee hired
an independent compensation consulting firm to advise it regarding Company
compensation practices.
The structure of each executive compensation package is weighted towards
incentive forms of compensation so that such executive's interests are aligned
with the interests of the stockholders of the Company. The Compensation
Committee believes that granting stock options provides an additional incentive
to executive officers to continue in the service of the Company and gives them
an interest similar to stockholders in the success of the Company. The
compensation program for executive officers in 1998 consisted of grants of
stock options, in addition to base salaries and reimbursement of certain costs
and expenses.
To the extent readily determinable, another factor the Compensation
Committee considers when determining compensation is the anticipated tax
treatment to the Company and to the executive officer of various payments and
benefits. For example, some types of compensation plans and their deductibility
by the Company depend upon the timing of an executive officer's vesting or
exercise of previously granted rights. Further interpretation of, and changes
in, the tax laws and other factors beyond the Compensation Committee's control
also could affect the deductibility of compensation.
6
<PAGE>
In 1998 Mr. Poole was not paid any cash salary or bonus. The Compensation
Committee is currently considering granting Mr. Poole fully vested stock
options, in an amount to be determined using the Black-Scholes option pricing
model and other factors deemed relevant. In recommending Mr. Poole's
compensation package to the Board of Directors, the Compensation Committee
considers the services to be performed by Mr. Poole as Chairman and Chief
Executive Officer of the Company, his past business accomplishments, and
expected future contribution to the Company.
The Compensation Committee believes that the forms of compensation, as
described above, represent fair compensation structures for the annual services
for Mr. Poole and the other executive officers in their respective capacities.
Compensation Committee:
Thomas F. Darden
J. Gregory Poole, Jr.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Board of Directors consists of J.
Gregory Poole, Jr. and Thomas F. Darden, neither of whom was at any time during
the fiscal year ended December 31, 1998 or at any other time an officer or
employee of the Company. Mr. Perry, President and a director of the Company, is
also a member of the compensation committee of Gregory Poole Equipment Company,
of which J. Gregory Poole, Jr., a member of the Company's Compensation
Committee, was the Chairman and Chief Executive Officer until March 1999. No
other executive officer of the Company serves as a member of the board of
directors or compensation committee of any entity which has one or more
executive officers serving as a member of the Board of Directors or the
Compensation Committee of the Company.
7
<PAGE>
Performance Graph
The following line graph and table illustrate the cumulative total
shareholder return on the Company's Common Stock over a period beginning on the
date of the Company's initial public offering, June 13, 1997, and ending on
December 31, 1998 and the cumulative total return over the same period of (1)
the CRSP Total Market Return Index of the Nasdaq Stock Market and (2) the CRSP
Nasdaq Non-Financial Stocks Total Return Index. The CRSP is the Center for
Research in Securities Prices at the University of Chicago. The graph assumes
an initial investment of $100 and reinvestment of all dividends.
(The Performance Graph appears here. See the table below for plot points.)
<TABLE>
<CAPTION>
06/13/97 06/30/97 09/30/97 12/31/97 03/31/98 06/30/98 09/30/98 12/31/98
<S> <C> <C> <C> <C> <C> <C> <C> <C>
WWIN 100.00 130.6 177.3 138.0 145.8 154.2 153.7 127.8
NASDAQ CRSP Total 100.00 101.5 117.7 110.7 129.7 132.9 118.8 152.9
NASDAQ Non-Financial 100.00 101.2 118.6 107.5 128.4 132.7 120.0 157.4
</TABLE>
Certain Transactions
In March 1998, the Company acquired ECO Services, Inc., a Georgia
corporation engaged in the solid waste collection business in Mississippi,
Tennessee and Arkansas ("ECO"), in exchange for 300,933 shares of Common Stock
(the "ECO Merger Consideration"). Pursuant to such exchange, Lonnie C. Poole,
Jr., the Company's Chairman and Chief Executive Officer, Jim W. Perry, the
President and a director of the Company, and Robert H. Hall, the Chief Financial
Officer and a director of the Company, and Henry E. Dick, an executive officer
of the Company, received approximately 61.0%, 14.6%, 1.4% and 1.3%,
respectively, of the ECO Merger Consideration by virtue of each of their
respective shareholdings in ECO. The shares of Common Stock issued in this
transaction have registration rights. The ECO Merger Consideration (valued at
$5,750,000) was within the range of values attributed to the equity of ECO
($5,500,000 to $6,000,000) as determined by the independent investment bank
hired by the Company to perform such valuation.
In March 1998, the Company also acquired Air Cargo Services, Inc., a North
Carolina corporation engaged in the business of collection and processing of
recyclables, intermediate transportation of solid waste, and local and long
distance freight pick-up and delivery in Raleigh and Greensboro ("ACS"), in
exchange for 19,622 shares of Common Stock (the "ACS Merger Consideration").
Pursuant to such exchange, Messrs. Poole, Perry and Hall, as the shareholders of
ACS, received the entire ACS Merger Consideration. The shares of Common Stock
issued in this transaction have registration rights. The ACS Merger
Consideration (valued at $375,000) was within the
8
<PAGE>
range of values attributed to the equity of ACS ($350,000 to $400,000) as
determined by the independent investment bank hired by the Company to perform
such valuation.
The Company has adopted a policy that all transactions between the Company
and its executive officers, directors and other affiliates must be approved by
a majority of the members of the Company's Board of Directors and by a majority
of the disinterested members of the Company's Board of Directors, and must be
on terms no less favorable to the Company than could be obtained from
unaffiliated third parties.
Section 16(a) Beneficial Ownership Reporting Compliance
Pursuant to Section 16(a) of the Exchange Act, directors and executive
officers of the Company are required to file reports with the Securities and
Exchange Commission indicating their holdings of and transactions in the
Company's equity securities. Except as described below, to the Company's
knowledge, based solely on a review of the copies of such reports furnished to
the Company and written representations that no other reports were required,
there were no reports required under Section 16(a) of the Exchange Act which
were not timely filed during the fiscal year ended December 31, 1998.
Lonnie C. Poole, Jr., Chairman and Chief Executive Officer of the Company
and a beneficial owner of more than 10% of the Company's outstanding Common
Stock, filed a late report on Form 4 in connection with a purchase by him of
1,000 shares and a purchase by his wife of 1,000 shares.
Lonnie C. Poole III, a beneficial owner of more than 10% of the Company's
outstanding Common Stock, filed a late report in connection with a sale by him
of 1,000 shares and a late report on Form 4 in connection with a purchase by
him of 1,000 shares.
Scott J. Poole, a beneficial owner of more than 10% of the Company's
outstanding Common Stock, filed a late report on Form 4 in connection with a
purchase by him of 1,000 shares.
Thomas F. Darden, a director of the Company, filed a late report on Form 4
in connection with a purchase of 2,000 shares in trust for a member of his
immediate family.
Henry E. Dick, formerly an executive officer of the Company, filed a late
report in connection with a gift of 50 shares to a member of his immediate
family.
Deadline for Shareholder Proposals
Shareholders having proposals that they desire to present at next year's
annual meeting of shareholders of the Company should, if they desire that such
proposals be included in the Company's Proxy Statement relating to such
meeting, submit such proposals in time to be received by the Company not later
than January 1, 2000. To be so included, all such submissions must comply with
the requirements of Rule 14a-8 promulgated under the Exchange Act and the Board
of Directors directs the close attention of interested shareholders to that
Rule. In addition, management's proxy holders will have discretion to vote
proxies given to them on any shareholder proposal of which the Company does not
have notice on prior to March 16, 2000. Proposals may be mailed to the
Corporate Secretary, Waste Industries, Inc., 3949 Browning Place, Raleigh,
North Carolina 27609.
Other Matters
The Board of Directors knows of no other business to be brought before the
Meeting, but it is intended that, as to any such other business, the shares
will be voted pursuant to the proxy in accordance with the best judgment of the
person or persons acting thereunder.
9
<PAGE>
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APPENDIX
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
WASTE INDUSTRIES, INC.
3949 Browning Place
Raleigh, North Carolina 27609
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
May 26, 1999
The undersigned hereby appoints Lonnie C. Poole, Jr. and Stephen C. Shaw,
and each of them, as proxies, each with full power of substitution, and hereby
authorizes them to represent and to vote, as designated below, all the shares
of Common Stock of Waste Industries, Inc., a North Carolina corporation (the
"Company"), held of record by the undersigned on March 26, 1999, at the Annual
Meeting of Shareholders to be held at the North Raleigh Hilton, 3415 Wake
Forest Road, Raleigh, North Carolina on May 26, 1999, or at any adjournment(s)
thereof. The following proposals to be brought before the meeting are more
specifically described in the accompanying Proxy Statement.
(1) ELECTION OF DIRECTORS:
[ ] FOR ALL NOMINEES LISTED BELOW [ ] WITHOUT AUTHORITY TO VOTE FOR
(except as marked to the contrary below) ALL NOMINEES LISTED BELOW
INSTRUCTION: To withhold authority to vote for any individual nominee strike a
line through the nominee's name below:
Thomas F. Darden J. Gregory Poole, Jr. Lonnie C. Poole, Jr.
(outside directors) (CEO)
Jim W. Perry Thomas C. Cannon
(President) (Vice President)
(2) To ratify the appointment of Deloitte & Touche LLP as the independent
auditors of the Company for the fiscal year ending December 31, 1999.
[ ] VOTE FOR [ ] VOTE AGAINST [ ] ABSTAIN
(3) In their discretion, to vote upon such other matters as may properly come
before the meeting.
[ ] GRANT AUTHORITY [ ] WITHHOLD AUTHORITY
<PAGE>
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE THIS PROXY WILL BE
VOTED FOR MANAGEMENT'S SLATE OF NOMINEES FOR DIRECTOR LISTED ABOVE, FOR
PROPOSAL 2, AND IN THE DISCRETION OF THE PROXIES NAMED HEREIN ON ANY OTHER
MATTER AS MAY PROPERLY COME BEFORE THE MEETING.
--------------------------------
Signature
--------------------------------
Signature, if held Jointly
Please date and sign exactly as
your name appears on your stock
certificate. Joint owners
should each sign. Trustees,
custodians, executors and
others signing in a
representative capacity should
indicate that capacity.
Date:---------------------, 1999
PLEASE MARK, SIGN, DATE AND
RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE
WHETHER OR NOT YOU PLAN TO BE
PRESENT AT THE MEETING. IF YOU
ATTEND THE MEETING, YOU CAN
VOTE EITHER IN PERSON OR BY
YOUR PROXY.
