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0000823768
WASTE MANAGEMENT INC
0000823768
2026-03-03
2026-03-03
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): March 3, 2026
Waste
Management, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware |
|
1-12154 |
|
73-1309529 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
| 800
Capitol Street, Suite
3000, Houston,
Texas |
|
77002 |
| (Address
of Principal Executive Offices) |
|
(Zip
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
Stock, $0.01 par value |
WM |
New
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 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Annual incentive awards were
granted on March 3, 2026, to the Chief Executive Officer, Chief Financial Officer and each of the other currently-serving named executive
officers of Waste Management, Inc. (the “Company”) identified in the Company’s most recent proxy statement (collectively,
the “Executives”), pursuant to action by the Management Development and Compensation Committee (the “Committee”)
of the Board of Directors of the Company.
Each of the Executives, which
includes James C. Fish, Jr., Chief Executive Officer; John J. Morris, Jr., President and Chief Operating Officer; David L. Reed,
Executive Vice President and Chief Financial Officer; Ms. Tara J. Hemmer, Senior Vice President and Chief Sustainability Officer;
and Mr. Rafael E. Carrasco, Senior Vice President – Enterprise Strategy and President, WM Healthcare Solutions, received performance
share units (“PSUs”) and stock options under the Company’s 2023 Stock Incentive Plan. The number of PSUs granted to
each of the Executives is as follows: Mr. Fish – 49,350; Mr. Morris – 16,450; Mr. Reed – 9,350; Ms. Hemmer
– 7,272 and Mr. Carrasco – 7,272. The material terms of the PSUs are described below.
| PSUs |
|
|
| Performance Calculation Date (“PCD”) |
|
As of December 31, 2028; award (if any) paid out after certification by the Committee of actual level of achievement (“payment date”). |
| |
|
|
| Performance Measure |
|
50% of the PSUs will have a cash flow generation 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 Exhibit 10.1. |
| |
|
|
| 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 December 31,
2026, payable in full on payment date based on actual results as if participant had remained an active employee through PCD. If Retirement
occurs before December 31, 2026, payable on payment date based on actual results, prorated based on the number of days worked during
2026 (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 a prorated basis based 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 December 31, 2028, adjusted for any conversion
factors in the change in control transaction. The new restricted stock units in the successor entity would vest on December 31,
2028. |
The Committee granted stock
options to the Executives to purchase the following number of shares of the Company’s common stock: Mr. Fish – 57,034;
Mr. Morris – 19,011; Mr. Reed – 10,806; Ms. Hemmer – 8,405 and Mr. Carrasco – 8,405. The material
terms of the stock options are described below.
| Stock Options |
|
|
| |
|
|
| Vesting Schedule |
|
34% on first anniversary;
33% on second anniversary; and
33% on third anniversary. |
| |
|
|
| Term |
|
10 years from date of grant. |
| |
|
|
| Exercise Price |
|
Fair Market Value on date of grant – $241.55. |
| |
|
|
| 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 90 days, 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. |
Each of the Executives was
also granted an annual cash incentive award on March 3, 2026. Annual cash incentive awards are targeted at a percentage of
the Executive’s base salary, and payouts can range from zero to 200% of the targeted amount based on achievement of performance
measures. Performance measures for the 2026 annual cash incentive awards include operating EBITDA, income from operations margin, and
internal revenue growth. Payouts of annual cash incentives based on the performance measures can be increased or decreased by up to 10%,
depending on achievement calculated using a sustainability scorecard. The Committee has discretion to increase or decrease an Executive’s
annual cash incentive award by up to 25% based on individual performance. Subject to the terms of any individual written employment,
change in control or severance agreement, recipients must be employed by an affiliate of the Company on December 31, 2026 to be
eligible to receive payment of an annual cash incentive award; provided, however, in the event of death, the recipient’s beneficiaries
will receive a prorated award based on the number of days worked in 2026.
The above descriptions of
the material terms of the awards are qualified in their entirety by reference to the appropriate award agreement filed as an exhibit hereto
and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Index
Exhibit
Number |
|
Description |
| |
|
|
| 10.1 |
|
Form of 2026 Long Term Incentive Compensation PSU Award Agreement |
| |
|
|
| 10.2 |
|
Form of 2026 Long Term Incentive Compensation Stock Option Award Agreement |
| |
|
|
| 10.3 |
|
Form of 2026 Executive Officer Annual Incentive Award Agreement |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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:
March 6, 2026 |
By: |
/s/
Charles C. Boettcher |
| |
|
Charles C. Boettcher |
| |
|
Executive Vice President and
Chief Legal Officer |
