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0000823768
WASTE MANAGEMENT INC
0000823768
2026-05-12
2026-05-12
iso4217:USD
xbrli:shares
iso4217:USD
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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): May 12, 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 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting of Stockholders
of Waste Management, Inc. (the “Company”) held on May 12, 2026, a total of 345,284,283 shares of the Company’s
common stock, out of a total of 402,913,509 shares of common stock outstanding and entitled to vote, were present in person or represented
by proxies. The items voted on by the Company’s stockholders and final vote results are set forth below. Each of the director nominees
listed under item 1 were elected, and the Company’s stockholders approved the proposals in each of items 2, 3 and 4.
| 1. | Election to the Company’s Board of Directors of the following nine director nominees: |
| | |
| |
| |
| |
Broker |
| Name | |
For | |
Against | |
Abstentions | |
Non-Votes |
| Thomas L. Bené | |
298,076,937 | |
2,679,806 | |
272,188 | |
44,255,352 |
| Bruce E. Chinn | |
299,224,102 | |
1,530,399 | |
274,430 | |
44,255,352 |
| James C. Fish, Jr. | |
298,876,351 | |
1,896,186 | |
256,394 | |
44,255,352 |
| Andrés R. Gluski | |
287,458,467 | |
13,306,133 | |
264,331 | |
44,255,352 |
| Victoria M. Holt | |
283,356,243 | |
17,430,889 | |
241,799 | |
44,255,352 |
| Kathleen M. Mazzarella | |
292,290,728 | |
7,907,126 | |
831,077 | |
44,255,352 |
| Sean E. Menke | |
295,773,278 | |
4,985,161 | |
270,492 | |
44,255,352 |
| William B. Plummer | |
296,653,894 | |
4,106,490 | |
268,547 | |
44,255,352 |
| Maryrose T. Sylvester | |
295,508,489 | |
5,090,590 | |
429,852 | |
44,255,352 |
| 2. | Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm
for the fiscal year ending December 31, 2026: |
| For | |
Against | |
Abstentions |
| 321,725,515 | |
23,078,548 | |
480,220 |
| 3. | Approval, on an advisory basis, of the Company’s executive compensation as described in the Company’s 2026 proxy statement: |
| For | |
Against | |
Abstentions | |
Broker Non-Votes |
| 281,781,929 | |
18,039,768 | |
1,207,234 | |
44,255,352 |
| 4. | Approval to amend and restate the Company’s Employee Stock Purchase Plan to increase the number
of shares authorized for issuance: |
| For | |
Against | |
Abstentions | |
Broker Non-Votes |
| 299,089,720 | |
1,363,901 | |
575,310 | |
44,255,352 |
| | |
| |
| |
|
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Index
| Exhibit
Number | |
Description |
| | |
|
| 10.1 | |
Waste Management, Inc.
Employee Stock Purchase Plan (As Amended and Restated Effective May 12, 2026) |
| | |
|
| 104 | |
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
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: May 14, 2026 |
By: |
/s/ Charles C. Boettcher |
| |
|
Charles C. Boettcher |
| |
|
Executive Vice President and Chief Legal Officer |