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0000823768
WASTE MANAGEMENT INC
0000823768
2025-08-21
2025-08-21
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): August 21, 2025
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.
On
August 21, 2025, Ms. Devina A. Rankin gave notice of her decision to resign from her position as Executive Vice President and
Chief Financial Officer of Waste Management, Inc. (the “Company”) to dedicate focus to her long-standing passions for
education and not-for-profit service. Ms. Rankin’s resignation from her current position will be effective November 1,
2025 (or, if later, the date immediately following the filing of the Company’s Form 10-Q for the quarter ended September 30,
2025) (the “Effective Date”), after which date Ms. Rankin is expected to remain employed as an executive advisor through
March 2026 to ensure an effective transition of her responsibilities.
Also
on August 21, 2025, the Company announced that its Board of Directors (the “Board”) has elected Mr. David L. Reed
to serve as Executive Vice President and Chief Financial Officer as of the Effective Date. Mr. Reed will succeed Ms. Rankin
as principal financial officer of the Company.
Mr. Reed,
age 47, has served as Vice President and Business Partner for the Company’s West Tier operations since January 2023. Mr. Reed
previously served as the Company’s Vice President and Treasurer from July 2017 to December 2022. Mr. Reed does not
have any interest in transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Following
the Effective Date, Mr. Reed’s annual base salary will be increased to $700,000, and his target annual cash incentive
will be increased to 100% of his base salary, with the impact of such increase on the total annual cash incentive payout for 2025 to
be applied on a pro-rata basis for the time period and the base salary change following the Effective Date. Additionally, the
Management Development and Compensation Committee of the Board approved an award of restricted stock units (“RSUs”)
under the Company’s 2023 Stock Incentive Plan with a value of $565,000 that will be granted to Mr. Reed on November 3, 2025.
The number of RSUs granted to Mr. Reed on such date will be calculated by dividing such value by the average of the high and low
price of the Company’s common stock over the 30 trading days preceding the grant date. Key terms of the RSUs are described
below.
| RSUs |
|
|
| |
|
| The “Vesting Dates” |
|
34% on the first anniversary of grant
33% on the second anniversary of grant
33% on the third anniversary of grant
Each RSU will be converted into one share of Company
common stock upon vesting. |
| |
|
| Dividend Equivalents |
|
Dividends will accrue and be paid in cash upon any payout of RSUs. |
| |
|
| Termination of Employment: |
|
|
| |
|
| Death or Disability |
|
All unvested RSUs will vest and be issued and paid following the date of such death or disability. |
| |
|
|
Retirement
Involuntary Termination
without Cause |
|
Mr. Reed will not be eligible for Retirement
(as defined in the Award agreement), during the term of the Award.
RSUs equal to the total number of unvested RSUs,
prorated based on the portion of the entire three-year vesting period that Mr. Reed was employed, will vest and be issued and paid
following the normal Vesting Dates. |
|
Resignation; Involuntary
Termination for Cause |
|
All unvested RSUs are forfeited. |
| |
|
| Involuntary Termination without Cause following a Change in Control |
|
All unvested RSUs will vest and be issued and paid following the normal Vesting Dates. |
The above description is qualified
in its entirety by reference to the RSU award agreement that is Exhibit 10.1 to this report and incorporated herein by reference.
A copy of the press release
announcing Ms. Rankin’s resignation decision and Mr. Reed’s election is Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Index
Exhibit
Number |
|
Description |
| |
|
|
| 10.1 |
|
Form of 2025 Long Term Incentive Compensation RSU Award Agreement (incorporated by reference to Exhibit 10.4 to Form 10-Q
for the quarter ended March 31, 2025). |
| |
|
|
| 99.1 |
|
Press Release dated August 21, 2025. |
| |
|
|
| 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.
| Date: August 22, 2025 |
By: |
/s/ Charles C. Boettcher |
| |
|
Charles C. Boettcher |
| |
|
Executive Vice President and Chief Legal Officer |
