Current Report Filing (8-k)
May 13 2022 - 5:04PM
Edgar (US Regulatory)
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0000823768
2022-05-10
2022-05-10
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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 10, 2022
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 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting of Stockholders
of Waste Management, Inc. (the “Company”) held on May 10, 2022, a total of 357,613,587 shares of the Company’s
common stock, out of a total of 415,159,816 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 was elected,
and the Company’s stockholders approved proposals 2, 3 and 4.
| 1. | Election to the Company’s Board of Directors of the following nine director nominees: |
|
|
Number of |
|
Number of |
|
|
|
Broker |
Name |
|
Affirmative Votes |
|
Negative Votes |
|
Abstentions |
|
Non-Votes |
James C. Fish, Jr. |
|
312,571,901 |
|
|
773,932 |
|
|
400,258 |
|
|
43,867,496 |
|
Andrés R. Gluski |
|
306,644,597 |
|
|
6,651,904 |
|
|
449,590 |
|
|
43,867,496 |
|
Victoria M. Holt |
|
310,285,748 |
|
|
3,077,600 |
|
|
382,743 |
|
|
43,867,496 |
|
Kathleen
M. Mazzarella |
|
309,443,398 |
|
|
3,917,924 |
|
|
384,769 |
|
|
43,867,496 |
|
Sean
E. Menke |
|
312,300,573 |
|
|
1,028,143 |
|
|
417,375 |
|
|
43,867,496 |
|
William
B. Plummer |
|
309,246,929 |
|
|
4,076,558 |
|
|
422,604 |
|
|
43,867,496 |
|
John
C. Pope |
|
295,003,561 |
|
|
18,307,449 |
|
|
435,081 |
|
|
43,867,496 |
|
Maryrose
T. Sylvester |
|
312,425,254 |
|
|
928,603 |
|
|
392,234 |
|
|
43,867,496 |
|
Thomas
H. Weidemeyer |
|
293,119,057 |
|
|
20,193,662 |
|
|
433,372 |
|
|
43,867,496 |
|
| 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, 2022: |
For |
|
Against |
|
Abstentions |
347,939,297 |
|
8,973,682 |
|
700,608 |
| 3. | Approval, by non-binding vote, of the Company’s executive compensation as described in the Company’s 2022 proxy statement: |
|
|
|
|
|
|
|
For |
|
Against |
|
Abstentions |
|
Broker Non-Votes |
283,324,803 |
|
29,499,757 |
|
921,531 |
|
43,867,496 |
| 4. | Stockholder proposal regarding a civil rights audit, as described in the Company’s 2022 proxy statement: |
|
|
|
|
|
|
|
For |
|
Against |
|
Abstentions |
|
Broker Non-Votes |
170,857,769 |
|
139,669,439 |
|
3,218,883 |
|
43,867,496 |
On
May 13, 2022, the Company announced that it will redeem the entire outstanding principal amount of its 2.90% Senior Notes due 2022
(the “Notes”). The redemption date for the Notes is June 15, 2022 (the “Redemption Date”). The aggregate
principal amount of the Notes outstanding is $500 million. The redemption price for the Notes is equal to 100% of the aggregate principal
amount of the Notes, plus accrued and unpaid interest on the Notes to the Redemption Date.
Cautionary
Note Regarding Forward-Looking Statements
This
item contains forward-looking statements that involve risks and uncertainties. Factors that could cause actual results to differ materially
from such forward-looking statements are discussed in the Company’s most recent Annual Report on Form 10-K and subsequent reports
on Form 10-Q.
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 13, 2022 |
By: |
/s/ Charles C. Boettcher |
|
|
Charles C. Boettcher |
|
|
Executive Vice President, Corporate Development and Chief Legal Officer |
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