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

ME Staff 8-k

7 years ago

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 OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective November13, 2017, the Board of Directors (the “Board”) of Waste Management,Inc. (the “Company”) elected Ms.Leslie K. Nagy as Vice President and Chief Accounting Officer. As disclosed in a Form8-K filed on August4, 2017, Ms.Devina A. Rankin had been serving as the Company’s principal accounting officer on an interim basis. Ms.Rankin remains the Company’s Senior Vice President and Chief Financial Officer.

Ms.Nagy, age 43, was previously employed by Parker Drilling Company as its Principal Accounting Officer and Controller from April2014 through November2017 and as its Director of Finance and Assistant Controller from July2010 through April2014. Before joining Parker Drilling, Ms.Nagy worked for Ernst& Young LLP from 1997 to 2010. Ms.Nagy earned a Bachelor of Business Administration and Master of Science in Accounting from Texas A&M University. Ms.Nagy is a certified public accountant licensed in Texas.

In connection with her appointment, Ms.Nagy will receive an annual base salary of $275,000. She will also receive a bonus under the Company’s annual incentive plan with a target value of 50% of her annual base salary, with actual payout dependent on the Company’s results relative to the annual incentive plan performance measures. As an inducement to her commencement of employment, Ms.Nagy will receive an award of restricted stock units (“RSUs”) under the Company’s 2014 Stock Incentive Plan with a grant date value of $225,000. The material terms of the RSU grant are as follows:

Vesting Schedule	50% on third anniversary. Each RSU will be converted into one share of Company common stock.
Dividend Equivalents	Dividends will accrue and be paid in cash upon settlement.
Termination of Employment
Death or Disability	All RSUs immediately vest.
Qualifying Retirement or Involuntary Termination without Cause	RSUs vest on a pro rata basis and will be paid on originally scheduled vesting date.
Resignation; Involuntary Termination for Cause	All unvested RSUs are forfeited.
Involuntary Termination without Cause following a Change in Control	RSUs vest on a pro rata basis and will be paid on originally scheduled vesting date.

Item 5.02 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective November13, 2017, the Board adopted amendments to the Company’s By-Laws, primarily to implement procedural updates and clarification edits, including: clarification that Section2.13 regarding stockholder proposals is only applicable to annual meetings; clarification in Sections 2.13 and 2.14 of the timing to submit a stockholder proposal or nomination in the event that the Company’s annual meeting is more than 30 days

before or 70 days after the anniversary date of the prior year’s annual meeting; addition of a new Section2.15 requiring nominees for election as a director to submit a standard director questionnaire and certain related representations; update in Section4.1 to elect to be governed by Section141(c)(2)of the Delaware General Corporation Law, giving the Board additional flexibility in what can be delegated to a committee; revision to Section6.4 to allow the Chief Executive Officer or President to fill certain officer vacancies, consistent with their existing powers to appoint and remove subordinate officers; and update in Section10.1 to provide a definition of “officer” for purposes of the indemnification and advancement of expenses provisions. The amendments also include other changes intended to clarify and conform various provisions of the Company’s By-Laws to the Delaware General Corporation Law.

The above description of the amendments is qualified in its entirety by reference to the Company’s Amended and Restated By-Laws, as currently in effect, a copy of which is filed as Exhibit3.2 to this report and is incorporated herein by reference.

Item 5.02. Financial Statements and Exhibits.

(d)Exhibits

ExhibitIndex

WASTE MANAGEMENT INC ExhibitEX-3.2 2 a17-26373_1ex3d2.htm EX-3.2 EXHIBIT 3.2 AMENDED AND RESTATED BY-LAWS OF WASTE MANAGEMENT,…To view the full exhibit click here
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.