8-K
WASTE MANAGEMENT INC (WM)
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<br> or Other Jurisdiction<br> of Incorporation) | (Commission<br> File Number) | (IRS<br> Employer<br><br> Identification No.) |
| 800 Capitol Street , Suite 3000 , Houston , Texas | 77002 | |
| --- | --- | |
| (Address<br> of Principal Executive Offices) | (Zip<br> 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<br> Stock, $0.01 par value | WM | New<br> 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<br>M. Mazzarella | 309,443,398 | 3,917,924 | 384,769 | 43,867,496 | |||
| Sean<br>E. Menke | 312,300,573 | 1,028,143 | 417,375 | 43,867,496 | |||
| William<br>B. Plummer | 309,246,929 | 4,076,558 | 422,604 | 43,867,496 | |||
| John<br>C. Pope | 295,003,561 | 18,307,449 | 435,081 | 43,867,496 | |||
| Maryrose<br>T. Sylvester | 312,425,254 | 928,603 | 392,234 | 43,867,496 | |||
| Thomas<br>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<br>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 | ||||
| Item 8.01 | Other Events. | ||||||
| --- | --- |
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.
CautionaryNote 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.
2
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 |