Current Report Filing (8-k)
0000823768 false 0000823768 2021-03-15
2021-03-15 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
SECURITIES AND EXCHANGE
WASHINGTON, DC 20549
Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 15, 2021
Waste Management, Inc.
(Exact Name of Registrant as Specified in Charter)
|(State or Other
800 Capitol Street,
|(Address of Principal
Registrant’s Telephone number, including area code: (713)
(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:
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17
communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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
Title of each class
Name of each exchange on which registered
Common Stock, $0.01 par value
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.
On March 15, 2021, the Board of Directors (the “Board”) of Waste
Management, Inc. (the “Company”) increased its size to ten members
and elected Mr. Sean E. Menke and Ms. Maryrose T. Sylvester as
members of the Board, with terms expiring at the 2021 annual
meeting of stockholders (the “2021 Annual Meeting”). Additionally,
Mr. Menke was appointed to the Audit Committee of the Board, and
Ms. Sylvester was appointed to the Management Development &
Compensation Committee of the Board.
Mr. Menke, age 52, has served as President and Chief Executive
Officer, and a member of the Board of Directors, of Sabre
Corporation, since December 2016. Ms. Sylvester, age 55, most
recently served as U.S. Managing Director and U.S. Head of
Electrification of ABB Ltd., and she currently serves on the Board
of Directors of Harley-Davidson, Inc.
Mr. Menke and Ms. Sylvester will receive compensation for their
service as non-employee directors of the Company as described in
the Company’s Proxy Statement. Mr. Menke and Ms. Sylvester will
receive pro-rated compensation for the current director
compensation period, consisting of (i) a stock award under the
Company’s 2014 Stock Incentive Plan for the number of shares of
Common Stock of the Company equal in fair market value to $55,000,
rounded to the nearest full share, on the grant date of March 19,
2021 and (ii) a cash payment of $38,333.
Mr. Menke and Ms. Sylvester will both stand for re-election at the
2021 Annual Meeting. Director Frank M. Clark, Jr. has reached
the retirement age set forth in the Company’s Corporate Governance
Guidelines; therefore, he will not stand for re-election and his
term as a director of the Company will expire at the 2021 Annual
Meeting. The Board intends to reduce its size to nine members
effective as of the expiration of Mr. Clark’s term.
A copy of the news release relating to this disclosure is furnished
herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
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 16, 2021
Charles C. Boettcher
|| Charles C. Boettcher
|| Executive Vice President, Corporate
|| and Chief Legal Officer