Waste Management Announces Director Changes

TL;DR

WM board shakeup: Dixon out, Barry in. Exec comp details also filed.

AI Summary

Waste Management, Inc. announced on March 1, 2024, the departure of Director Robert W. Dixon and the election of new Director David P. Barry. The company also reported on compensatory arrangements for its named executive officers, though specific details of these arrangements were not provided in this filing.

Why It Matters

Changes in board composition can signal shifts in company strategy or governance, which investors should monitor.

Risk Assessment

Risk Level: low — This filing primarily concerns routine board changes and compensatory arrangements, which typically carry low immediate risk.

Key Players & Entities

• Waste Management, Inc. (company) — Registrant
• Robert W. Dixon (person) — Departing Director
• David P. Barry (person) — Newly Elected Director
• March 1, 2024 (date) — Effective date of changes

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value WM New York Stock Exchang
• $204.7585 — Fair Market Value on date of grant - $204.7585. Termination of Employment Death or

Filing Documents

• tm247937d1_8k.htm (8-K) — 45KB
• tm247937d1_ex10-1.htm (EX-10.1) — 113KB
• tm247937d1_ex10-2.htm (EX-10.2) — 31KB
• 0001104659-24-031504.txt ( ) — 394KB
• wm-20240301.xsd (EX-101.SCH) — 3KB
• wm-20240301_lab.xml (EX-101.LAB) — 33KB
• wm-20240301_pre.xml (EX-101.PRE) — 22KB
• tm247937d1_8k_htm.xml (XML) — 4KB

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On March 1, 2024, the Management Development and Compensation Committee (the "Committee") of the Board of Directors of Waste Management, Inc. (the "Company") granted incentive awards to each of the Company's currently-serving named executive officers, as identified in the Company's most recent proxy statement (collectively, the "Executives"). Each of the Executives, which includes James C. Fish, Jr., President and Chief Executive Officer; John J. Morris, Jr., Executive Vice President and Chief Operating Officer; Devina A. Rankin, Executive Vice President and Chief Financial Officer and Ms. Tara J. Hemmer, Senior Vice President and Chief Sustainability Officer, received performance share units ("PSUs") and stock options under the Company's 2023 Stock Incentive Plan. The number of PSUs granted to each of the Executives is as follows: Mr. Fish — 40,206; Mr. Morris — 12,164; Ms. Rankin — 9,484; and Ms. Hemmer — 8,248. The material terms of the PSUs are described below. PSUs Performance Calculation Date ("PCD") As of December 31, 2026; award (if any) paid out after certification by the Committee of actual level of achievement ("payment date"). Performance Measure 50% of the PSUs will have a cash flow generation performance measure, and 50% of the PSUs will have a total shareholder return relative to the S&P 500 performance measure, in each case as set forth in the award agreement filed as Exhibit 10.1. Range of Possible Awards 0 — 200% of targeted amount, plus accrued dividend equivalents, based on actual results achieved. Termination of Employment Death or Disability before PCD Payable in full on payment date based on actual results as if participant had remained an active employee through PCD. Involuntary Termination for Cause or Voluntary Resignation before PCD Immediate forfeiture. Inv

01. Financial Statements

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Index Exhibit Number Description 10.1 Form of 2024 Long Term Incentive Compensation Award Agreement for Senior Leadership Team 10.2 Form of 2024 Executive Officer Annual Incentive Award Agreement 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) 4

SIGNATURES

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: March 6, 2024 By: /s/ Charles C. Boettcher Charles C. Boettcher Executive Vice President, Corporate Developmentand Chief Legal Officer

View Full Filing

View this 8-K filing on SEC EDGAR