Waste Management Files 8-K with Corporate Updates

TL;DR

WM filed an 8-K on May 14th covering corporate governance, shareholder votes, and financials.

AI Summary

Waste Management, Inc. filed an 8-K on May 17, 2024, reporting events as of May 14, 2024. The filing indicates changes to its Articles of Incorporation or Bylaws, submission of matters to a vote of security holders, and the filing of financial statements and exhibits. The company, formerly USA Waste Services Inc., is incorporated in Delaware and headquartered in Houston, Texas.

Why It Matters

This filing signals potential changes in the company's governance or financial reporting structure, which could impact investors' understanding of its operations and shareholder rights.

Risk Assessment

Risk Level: low — The filing is routine and reports on standard corporate actions rather than indicating any immediate financial distress or significant operational shifts.

Key Players & Entities

• Waste Management, Inc. (company) — Registrant
• USA Waste Services Inc. (company) — Former company name
• May 14, 2024 (date) — Earliest event reported date
• May 17, 2024 (date) — Filing date
• Houston, Texas (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value WM New York Stock Exchang

Filing Documents

• tm2412128d3_8k.htm (8-K) — 51KB
• tm2412128d3_ex3-1.htm (EX-3.1) — 8KB
• tm2412128d3_ex3-2.htm (EX-3.2) — 37KB
• 0001104659-24-063047.txt ( ) — 281KB
• wm-20240514.xsd (EX-101.SCH) — 3KB
• wm-20240514_lab.xml (EX-101.LAB) — 33KB
• wm-20240514_pre.xml (EX-101.PRE) — 22KB
• tm2412128d3_8k_htm.xml (XML) — 4KB

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the Annual Meeting of Stockholders of Waste Management, Inc. (the "Company") held on May 14, 2024 (the "Annual Meeting"), the Company's stockholders approved an amendment to the Company's Third Restated Certificate of Incorporation (the "Certificate") to eliminate or limit the personal liability of certain officers for monetary damages associated with claims of breach of the duty of care in certain instances (referred to as "exculpation") as permitted by the Delaware General Corporation Law ("DGCL") and also simplify the existing exculpation provision related to directors of the Company set forth in the Certificate by referring to the DGCL as the same exists or may hereafter be amended instead of specifying each instance where exculpation for directors is currently not available under the DGCL (the "Charter Amendment"). As a result of the Charter Amendment, if the DGCL is further amended to eliminate or limit the liability of officers or directors, the liability of such officers and directors will be limited or eliminated to the fullest extent permitted by law, as so amended. The Charter Amendment had been previously approved by the Company's Board of Directors. On May 14, 2024, the Company filed a Certificate of Amendment with the Delaware Secretary of State, which became effective upon filing. The foregoing is qualified by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Company subsequently filed a restatement of the Certificate with the Delaware Secretary of State on May 15, 2024 (the "Fourth Restated Certificate of Incorporation"), which became effective upon filing and only restates the Certificate and integrates the Charter Amendment. The foregoing is qualified by reference to the full text of the Fourth Restated Certificate of Incorporation, which is

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. At the Annual Meeting, a total of 344,649,951 shares of the Company's common stock, out of a total of 401,296,564 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 4. Final vote results are set forth below. 1. Election to the Company's Board of Directors of the following nine director nominees: Name For Against Abstentions Broker Non-Votes Thomas L. Ben 298,944,012 3,021,689 358,398 42,325,852 Bruce E. Chinn 298,749,747 3,215,839 358,513 42,325,852 James C. Fish, Jr. 298,860,021 3,107,616 356,462 42,325,852 Andrs R. Gluski 292,489,565 9,478,223 356,311 42,325,852 Victoria M. Holt 286,998,734 14,975,886 349,479 42,325,852 Kathleen M. Mazzarella 292,298,272 9,669,679 356,148 42,325,852 Sean E. Menke 293,876,225 8,091,150 356,724 42,325,852 William B. Plummer 295,627,666 6,339,435 356,998 42,325,852 Maryrose T. Sylvester 293,209,573 8,778,902 335,624 42,325,852 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, 2024: For Against Abstentions 327,464,750 16,486,752 698,449 3. Approval, on an advisory basis, of the Company's executive compensation as described in the Company's 2024 proxy statement: For Against Abstentions Broker Non-Votes 279,746,494 21,569,162 1,008,443 42,325,852 4. Approval of an Amendment to the Certificate of Incorporation to Provide for Officer Exculpation: For Against Abstentions Broker Non-Votes 266,220,807 35,233,110 870,182 42,325,852

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits ExhibitIndex Exhibit Number Description 3.1 Certificate of Amendment of Third Restated Certificate of Incorporation of Waste Management, Inc. 3.2 Fourth Restated Certificate of Incorporation of Waste Management, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: May 17, 2024 By: /s/ Charles C. Boettcher Charles C. Boettcher Executive Vice President, Corporate Development and Chief Legal Officer

View Full Filing

View this 8-K filing on SEC EDGAR