Casella Waste Systems (CWST) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 4, 2026, with voting on four Class II directors, an advisory say-on-pay vote, and ratification of the independent auditor appointment.

• Shareholders can vote online, by phone, mail, or during the virtual meeting; record date is April 8, 2026.

• The company emphasizes strong execution of strategic initiatives, resulting in an 18% revenue increase and a 58.1% stock price rise over five years.

• Forward-looking statements highlight risks such as inflation, regulatory changes, and integration of acquisitions.

Voting matters and shareholder proposals

• Four Class II directors are nominated for election to serve until the 2029 Annual Meeting.

• Advisory vote on executive compensation (say-on-pay) and ratification of RSM US LLP as independent auditors for 2026.

• No other shareholder proposals are included; procedures for future proposals and nominations are outlined.

Board of directors and corporate governance

• The board consists of ten directors in three staggered classes; majority are independent.

• Board committees include Audit, Compensation and Human Capital, and Nominating and ESG, all with independent members.

• Board leadership is separated between Executive Chairman and CEO, with a Lead Director role for additional oversight.

• Directors are subject to stock ownership guidelines and a code of business conduct and ethics.