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 February19, 2019, the Management Development and Compensation Committee (the “Committee”) of the Board of Directors of Waste Management,Inc. (the “Company”) granted equity awards under the Company’s 2014 Stock Incentive Plan to each of the Company’s currently-serving named executive officers (collectively, the “Executives”).

Each of the Executives, which includes James C. Fish,Jr., President and Chief Executive Officer; John J. Morris,Jr., Executive Vice President and Chief Operating Officer and Devina A. Rankin, Senior Vice President and Chief Financial Officer, received performance share units and stock options. The number of performance share units granted to each of the Executives is as follows: Mr.Fish — 58,948; Mr.Morris — 18,526 and Ms.Rankin — 16,842. The material terms of the performance share units are described below.

Performance Share Units

Performance Calculation Date (“PCD”)

As of December31, 2021; award (if any) paid out after completion of the audit of the Company’s 2021year-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 S&P 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 in full on payment date based on actual results 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 before PCD

Payable on payment date based on actual results, prorated based on portion of performance period completed prior to termination of employment.

Retirement (as defined in the award agreement) before PCD

If Retirement occurs on or after December31, 2019, payable in full on payment date based on actual results as if participant had remained an active employee through PCD. If Retirement occurs before December31, 2019, payable on payment date based on actual results, prorated based on the number of days worked during 2019 (the first year of the performance period) divided by 365.

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, 2021, adjusted for any conversion factors in the change in control transaction. The new restricted stock units in the successor entity would vest on December31, 2021.

The Committee also granted stock options to the Executives to purchase the following number of shares of the Company’s common stock: Mr.Fish — 114,566; Mr.Morris — 36,007 and Ms.Rankin — 32,733. 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 – $98.898.

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 Resignation

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 following a Change in Control

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 Mr.Fish, Mr.Morris and Ms.Rankin is filed as Exhibit10.1 to this report. The descriptions of the material terms of the awards are qualified in their entirety by reference to the award agreement, incorporated herein by reference.

WASTE MANAGEMENT INC Exhibit
EX-10.1 2 a19-5282_1ex10d1.htm EX-10.1 xx   Exhibit 10.1   2019 Long Term Incentive Compensation   Award Agreement   for the Senior Leadership Team under the   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.

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