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

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

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On December22, 2017, (i)Waste Management Holdings,Inc. (“WM Holdings”), a wholly-owned subsidiary of Waste Management,Inc. (the “Registrant”) adopted the Waste Management Holdings,Inc. Executive Severance Protection Plan (the “Severance Plan”) and (ii)USA Waste-Management Resources, LLC (“WM Resources”), an indirect subsidiary of the Registrant, entered into new or amended and restated (as applicable) Employment Agreements (the “Employment Agreements”) with James C. Fish,Jr., the Registrant’s President and Chief Executive Officer, Devina A. Rankin, the Registrant’s Senior Vice President and Chief Financial Officer and John J. Morris,Jr., the Registrant’s Senior Vice President — Operations. Below is a brief summary of the material terms of the Severance Plan and Employment Agreements.

Severance Protection Plan

The Severance Plan provides for compensation following certain qualifying terminations of employment and will cover each executive officer of the Registrant except those executive officers whose pre-existing employment agreements providing for severance benefits outside of the Severance Plan will remain in place.

Under the Severance Plan, in the event a participant is terminated without “cause” or resigns for “good reason” (each, as defined in the Severance Plan), subject to execution of a release of claims and continued compliance with all restrictive covenants, he or she will be entitled to receive:

· Cash severance in an aggregate amount equal to two times the sum of the participant’s base salary and target annual bonus (with one half payable in a lump sum at termination, and the remaining half payable in installments over a two-year period); and

· Continuation of group health benefits over a two-year period following termination.

Upon such a qualifying termination or upon the participant’s death or disability, the participant will also be entitled to receive a pro rata bonus for the year of termination, determined based upon actual performance (or, in the case of a qualifying termination in connection with a “change in control”, target performance).

Benefits to a participant under the Severance Plan are subject to reduction to the extent required by the Registrant’s executive officer severance policy or if the excise tax described in Sections 280G or 4999 of the Internal Revenue Code is applicable and such reduction would place the participant in a better net after tax position. Additionally, benefits under the Severance Plan are also subject to any applicable clawback policy of the Registrant.

The Severance Plan is administered by the Management Development& Compensation Committee of the Board of Directors of the Registrant and may be amended at any time prior to the occurrence of a “change in control” with no less than 12 months’ notice to impacted participants.

The foregoing description of the Severance Plan is not intended to be comprehensive and is qualified in its entirety by the full terms of the Severance Plan, a copy of which has been filed herewith as Exhibit10.1.

Employment Agreements

Messrs.Fish and Morris and Ms.Rankin have entered into Employment Agreements with WM Resources that are substantively identical, except with respect to title, reporting relationship and compensation level. With respect to Messrs.Fish and Morris, the Employment Agreement replaces and supersedes their existing employment agreement with the Registrant.

The Employment Agreements reflect the executive officers’ current compensation levels, which are:

Name

BaseSalary

TargetAnnual CashBonus(%of

BaseSalary)

James C. Fish, Jr.

$

1,100,000

%

Devina A. Rankin

$

500,000

%

John J. Morris, Jr.

$

634,000

%

Each Employment Agreement provides that the applicable executive officer will participate in the Severance Plan, but that (i)no material and adverse changes to the Severance Plan will apply to the executive officer without his or her consent, (ii)“good reason” and “cause” are defined in a manner that is substantially similar to the terms of the previous employment agreements and (iii)consistent with the terms of the previous employment agreements, the pro rata bonus payable upon termination without “cause” or resignation for “good reason” in connection with a change in control will be calculated based upon maximum, rather than target, bonus.

Each Employment Agreement contains noncompetition and nonsolicitation restrictions that apply during employment and for a two-year period following termination.

The foregoing descriptions of the Employment Agreements are not intended to be comprehensive and are qualified in their entirety by the full terms of the respective Employment Agreements, copies of which have been filed herewith as Exhibits 10.2, 10.3 and 10.4.

Item 5.02. Financial Statements and Exhibits.

(d)Exhibits

ExhibitIndex


WASTE MANAGEMENT INC Exhibit
EX-10.1 2 a17-28786_1ex10d1.htm EX-10.1 Exhibit 10.1   WASTE MANAGEMENT HOLDINGS,…
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.

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