SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 9, 2023
Waste Management, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | | 1-12154 | | 73-1309529 |
(State or Other Jurisdiction
of Incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
| 800 Capitol Street, Suite 3000, Houston, Texas | | 77002 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone number, including area code: (713) 512-6200
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.01 par value | | WM | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Stockholders of Waste Management, Inc. (the “Company”) held on May 9, 2023 (the “Annual Meeting”), the Company’s stockholders approved the 2023 Stock Incentive Plan (“2023 Plan”). The 2023 Plan had been previously approved by the Company’s Board of Directors, subject to stockholder approval. The Company did not approve any additional shares of the Company’s common stock for issuance under the 2023 Plan; instead, 15,160,725 shares that were previously approved by the Company’s stockholders for issuance under the Company’s 2014 Stock Incentive Plan (“2014 Plan”) and remained available for issuance, as of May 9, 2023, shall be reserved for issuance pursuant to awards under the 2023 Plan. Additionally, any shares of the Company’s common stock that were subject to outstanding awards under the 2014 Plan, as of May 9, 2023, that subsequently cease to be subject to such awards as a result of the forfeiture, cancellation or termination of such awards will become available for issuance under the 2023 Plan. The 2023 Plan authorizes the following types of awards to be made to employees, including executive officers, of the Company or its affiliates and non-employee directors: incentive stock options; options that do not constitute incentive stock options; restricted stock awards; restricted stock unit awards; phantom stock awards; bonus stock awards; cash awards; and other stock-based awards.
A description of the material terms of the 2023 Plan is set forth under the heading “Approval of 2023 Stock Incentive Plan (Item 5 on the Proxy Card)” in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission on March 28, 2023 and is incorporated herein by reference. The foregoing is qualified by reference to the full text of the 2023 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is also incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, a total of 351,338,360 shares of the Company’s common stock, out of a total of 406,767,204 shares of common stock outstanding and entitled to vote, were present in person or represented by proxies. The items set forth below were voted on by the Company’s stockholders. Each of the director nominees listed under item 1 were elected, and the Company’s stockholders approved the proposals in each of items 2, 3 and 5. With respect to item 4, the stockholders recommended that future non-binding advisory votes on executive compensation be conducted annually. Final vote results are as follows:
| 1. | Election to the Company’s Board of Directors of the following nine director nominees: |
| Name | | For | | | Against | | | Abstentions | | | Broker
Non-Votes | |
| Bruce E. Chinn | | 307,373,741 | | | 665,333 | | | 420,421 | | | 42,878,865 | |
| James C. Fish, Jr. | | 305,091,092 | | | 2,960,485 | | | 407,918 | | | 42,878,865 | |
| Andrés R. Gluski | | 299,778,330 | | | 8,278,795 | | | 402,370 | | | 42,878,865 | |
| Victoria M. Holt | | 300,305,002 | | | 7,767,487 | | | 387,006 | | | 42,878,865 | |
| Kathleen M. Mazzarella | | 298,370,433 | | | 9,705,180 | | | 383,882 | | | 42,878,865 | |
| Sean E. Menke | | 304,078,362 | | | 3,958,940 | | | 422,193 | | | 42,878,865 | |
| William B. Plummer | | 303,225,459 | | | 4,812,750 | | | 421,286 | | | 42,878,865 | |
| John C. Pope | | 292,049,805 | | | 15,993,395 | | | 416,295 | | | 42,878,865 | |
| Maryrose T. Sylvester | | 302,902,398 | | | 5,178,415 | | | 378,682 | | | 42,878,865 | |
| 2. | Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023: |
| For | | | Against | | | Abstentions | |
| 334,478,144 | | | 16,201,638 | | | 658,578 | |
| 3. | Approval, on an advisory basis, of the Company’s executive compensation as described in the Company’s 2023 proxy statement: |
| For | | | Against | | | Abstentions | | | Broker Non-Votes | |
| 289,678,028 | | | 17,715,298 | | | 1,066,169 | | | 42,878,865 | |
| 4. | Recommendation, on an advisory basis, of the frequency of future advisory votes on the Company’s executive compensation: |
| 1 Year | | | 2 Years | | | 3 Years | | | Abstentions | | | Broker Non-Votes | |
| 302,329,846 | | | 740,581 | | | 4,753,082 | | | 635,986 | | | 42,878,865 | |
In consideration of these results, the Company will follow the recommendation to hold the non-binding advisory vote on executive compensation annually until the next stockholder vote on the frequency of such vote.
| 5. | Approval of the Company’s 2023 Stock Incentive Plan: |
| For | | | Against | | | Abstentions | | | Broker Non-Votes | |
| 289,736,055 | | | 17,959,277 | | | 764,163 | | | 42,878,865 | |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Index
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| | WASTE MANAGEMENT, INC. |
| | |
| Date: May 10, 2023 | By: | /s/ Charles C. Boettcher |
| | | Charles C. Boettcher |
| | | Executive Vice President, Corporate Development and Chief Legal Officer |
