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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 12, 2020


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.)


1001 Fannin, 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 5.07. Submission of Matters to a Vote of Security Holders.


At the Annual Meeting of Stockholders of Waste Management, Inc. (the “Company”) held on May 12, 2020, a total of 367,426,884 shares of the Company’s common stock, out of a total of 423,627,187 shares of common stock outstanding and entitled to vote, were present in person or represented by proxies. The proposals set forth below were voted on by the Company’s stockholders. Each of the director nominees were elected, and the Company’s stockholders approved each of proposals 2, 3 and 4.


1. Election to the Company’s Board of Directors of the following eight director nominees:


Name   Number of
Affirmative Votes
    Number of
Negative Votes
    Abstentions     Broker
Frank M. Clark, Jr.     299,155,493       13,127,073       424,930       54,719,388  
James C. Fish, Jr.     308,997,590       3,302,060       407,846       54,719,388  
Andrés R. Gluski     310,290,557       1,958,991       457,948       54,719,388  
Victoria M. Holt     181,760,684       129,447,656       1,449,156       54,719,388  
Kathleen M. Mazzarella     302,942,559       9,296,867       468,070       54,719,388  
William B. Plummer     306,728,291       5,521,207       457,998       54,719,388  
John C. Pope     267,406,110       44,873,819       427,567       54,719,388  
Thomas H. Weidemeyer     291,161,110       21,107,629       438,757       54,719,388  


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, 2020:


For     Against     Abstentions  
359,784,976     6,944,739     697,169  


3. Approval, by non-binding vote, of the Company’s executive compensation as described in the Company’s 2020 proxy statement:


For     Against     Abstentions     Broker Non-Votes  
297,892,941     13,378,394     1,436,161     54,719,388  


4. Approval to amend and restate the Company’s Employee Stock Purchase Plan to authorize additional shares for issuance:


For     Against     Abstentions     Broker Non-Votes  
309,572,986     2,396,101     738,409     54,719,388  





Item 8.01 Other Events.


On May 13, 2014, the stockholders of the Company approved adoption of the Waste Management, Inc. 2014 Stock Incentive Plan (the “Plan”). On May 12, 2020, the Board of Directors of the Company amended the Plan to provide that any future shares surrendered in payment of the exercise price or purchase price of an award pursuant to the Plan, and any future shares withheld for payment of applicable employment taxes and/or withholding obligations associated with an award pursuant to the Plan, shall be deemed issued and shall no longer be available for the grant of another award under the Plan. This description is qualified in its entirety by reference to the First Amendment to the Plan, filed herewith as Exhibit 10.2.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits


Exhibit Index



10.1   Waste Management, Inc. Employee Stock Purchase Plan (As Amended and Restated Effective May 12, 2020)
10.2   First Amendment to the Waste Management, Inc. 2014 Stock Incentive Plan
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)







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.



Date: May 15, 2020 By: /s/ Charles C. Boettcher
    Charles C. Boettcher
    Executive Vice President, Corporate Development
and Chief Legal Officer




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