Waste Management, Inc. (NYSE:WM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On February27, 2017, the Board of Directors of Waste Management,
Inc. (the Company) elected Ms.DevinaA. Rankin to serve as Senior
Vice President, Chief Financial Officer and Treasurer.
Ms.Rankin, age 41, had been serving as Vice President, Treasurer
and Acting Chief Financial Officer since January11, 2017.
Ms.Rankin had previously served as the Companys Vice President
and Treasurer since August 2012, having been promoted from the
position of Assistant Treasurer. She joined the Company in 2002
and has held a number of corporate finance positions of
increasing responsibility during her tenure. Ms.Rankin began her
career at Arthur Andersen, a public accounting firm, in 1999.
Ms.Rankin earned a Bachelor of Business Administration and a
Master of Science degree in accounting from Texas AM University
and is a certified public accountant licensed in Texas.
In connection with her promotion, Ms.Rankins annual base salary
was increased to $500,000, and her target annual cash incentive
will be 90% of her base salary in effect from the date of her
promotion, increased from 50% of her base salary in effect prior
to her promotion. On February28, 2017, she also received 11,268
performance share units and 25,907 stock options under the
Companys 2014 Stock Incentive Plan (the Plan). The material terms
of such equity awards are the same as the terms of our named
executive officers awards set forth below.
On February28, 2017, the Management Development and Compensation
Committee (the Committee) of the Board of Directors of the
Company granted equity awards under the Plan to each of the
Companys currently-serving named executive officers
(collectively, the Executives).
Each of the Executives, which includes James C. Fish, Jr.,
President and Chief Executive Officer; James E. Trevathan, Jr.,
Executive Vice President and Chief Operating Officer; Jeff M.
Harris, Senior Vice President Operations and John J. Morris, Jr.,
Senior Vice President Operations, received performance share
units and stock options. The number of performance share units
granted to each of the Executives is as follows: Mr.Fish 56,338;
Mr.Trevathan 24,226; Mr.Harris 16,902 and Mr.Morris 16,902. The
material terms of the performance share units are described
below.
Performance Share Units
| Performance Calculation Date (PCD) |
As of December31, 2019; award (if any) paid out after completion of the audit of the Companys 2019year-end financial statements and certification by the Committee of actual level of achievement (payment date). |
|
| Performance Measure |
50% of the PSUs will have an adjusted free cash flow performance measure, and 50% of the PSUs will have a total shareholder return relative to the SP 500 performance measure, in each case as set forth in the award agreement filed as an exhibit hereto. |
|
| Range of Possible Awards |
0 200% of targeted amount, plus accrued dividend equivalents, based on actual results achieved. |
|
| Termination of Employment | ||
|
Death or Disability before PCD |
Payable on payment date as if participant had remained an active employee through PCD. |
|
Involuntary Termination for Cause or Voluntary Resignation before PCD |
Immediate forfeiture. | |
|
Involuntary Termination other than for Cause or Qualifying |
Payable on payment date based on actual results, prorated based on portion of performance period completed prior to termination of employment. In the case of Mr.Trevathan, such amount will not be prorated in the event his qualifying retirement occurs on or after December31, 2018. |
|
|
Change in Control before PCD |
Performance measured prior to the change in control and paid on prorated basis on actual results achieved up to such date. Thereafter, participant also generally receives a replacement award of restricted stock units in the successor entity generally equal to the number of PSUs that would have been earned had no change in control occurred and target performance levels had been met from the time of the change of control through December31, 2019, adjusted for any conversion factors in the change in control transaction. The new restricted stock units in the successor entity would vest on December31, 2019. |
The Committee also granted stock options to the Executives to
purchase the following number of shares of the Companys common
stock: Mr.Fish 129,534; Mr.Trevathan 55,699; Mr.Harris 38,860 and
Mr.Morris 38,860. The material terms of the stock options are
described below.
Stock Options
| Vesting Schedule |
25% on first anniversary; 25% on second anniversary; and 50% on third anniversary. |
|
| Term | 10years from date of grant. | |
| Exercise Price | Fair Market Value on date of grant$73.335. | |
| Termination of Employment | ||
|
Death or Disability |
All options immediately vest and remain exercisable for one year, but in no event later than the original term. |
|
|
Qualifying Retirement |
Continued vesting and exercisability for three years, but in no event later than the original term. |
|
|
Involuntary Termination other than for Cause or Voluntary |
All vested options remain exercisable for 90days, but in no event later than the original term. |
|
|
Involuntary Termination for Cause |
All options are forfeited, whether or not exercisable. | |
|
Involuntary Termination or Resignation for Good Reason |
All options immediately vest and remain exercisable for three years, but in no event later than the original term. |
The form of award agreement for the equity awards granted to
Messrs. Fish, Harris and Morris and Ms.Rankin is filed as exhibit
10.1 to this Form 8-K, and the award agreement for the equity
awards granted to Mr.Trevathan is filed as exhibit 10.2 to this
Form 8-K. The descriptions of the material terms of the awards
are qualified in their entirety by reference to the applicable
award agreement.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
| ExhibitNo. | Description of Exhibit | |||
| 10.1 | Form of 2017 Senior Leadership Team Award Agreement | |||
| 10.2 |
2017 Senior Leadership Team Award Agreement with Mr.JamesE. Trevathan, Jr. |
About Waste Management, Inc. (NYSE:WM)
Waste Management, Inc. is a holding company. The Company provides waste management environmental services. The Company’s segments include Solid Waste, which includes its 17 Areas aggregated into three tiers, and Other. The Company’s Solid Waste business is operated and managed locally by its subsidiaries that focuses on geographic areas and provides collection, transfer, recycling and resource recovery, and disposal services. Through its subsidiaries, it also develops, operates and owns landfill gas-to-energy facilities in the United States. It owns or operates approximately 250 landfill sites, which is the network of landfills in North America. It also uses waste to create energy, recovering the gas produced naturally as waste decomposes in landfills and using the gas in generators to make electricity. The Company, as a recycler in North America, handles materials that include paper, cardboard, glass, plastic and metal. Waste Management, Inc. (NYSE:WM) Recent Trading Information
Waste Management, Inc. (NYSE:WM) closed its last trading session down -0.45 at 72.83 with 1,108,206 shares trading hands.