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 8, 2009
Waste Management, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or Other Jurisdiction of Incorporation)
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1-12154
(Commission File Number)
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73-1309529
(IRS Employer Identification No.) |
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1001 Fannin, Suite 4000 Houston, Texas
(Address of Principal Executive Offices)
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77002
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Compensatory Arrangements of Certain Officers
At the Annual Meeting of Stockholders of Waste Management, Inc. (the “Company”) on May 8,
2009, stockholders approved the 2009 Stock Incentive Plan (the “2009 Plan”), which replaces the
Company’s 2004 Stock Incentive Plan that expires by its terms on
May 14, 2009. The 2009 Plan
permits the Management Development and Compensation Committee of the Board of Directors to grant
awards in the form of stock options, stock appreciate rights, stock awards, cash awards and
performance share awards to eligible employees, including the Company’s named executive officers,
and allows the Nominating and Governance Committee to grant awards of the same form to non-employee
directors of the Company. The 2009 Plan authorizes the use of shares equal to those remaining
available for issuance under the 2004 Stock Incentive Plan, which, as of March 11, 2009, was equal
18,824,494 plus any shares that may become available due to the lapse, cancellation, forfeiture or
otherwise of previously granted awards.
Subsequent to the approval of the 2009 Plan on May 8, 2009, the Board of Directors of the
Company approved an amendment to Section 9(b) of the 2009 Plan to specify that deferrals of amounts
payable in respect of Stock Awards will be deferred in accordance with the provisions of the
Company’s 409A Deferral Plan. Shown below is the language of Section 9(b) with the additional
language underscored:
“Deferral. With the approval of the Committee, amounts payable in respect of Awards
may be deferred and paid either in the form of installments or as a lump-sum payment
in the form of cash or Common Stock. The Committee may permit selected Participants
to elect to defer payments of some or all types of Awards or any other compensation
otherwise payable by the Company in accordance with procedures established by the
Committee and may provide that such deferred compensation may be payable in shares
of Common Stock. Any deferred payment pursuant to an Award, whether elected by the
Participant or specified by the Award Agreement or the terms of the Award or by the
Committee, may be forfeited if and to the extent that the Award Agreement or the
terms of the Award so provide. Amounts payable in respect of Stock Awards may
be deferred in accordance with the provisions of the Waste Management, Inc. 409A
Deferral Savings Plan.”
The foregoing description of the 2009 Plan is qualified in its entirety by reference to the
full text of the 2009 Plan, as amended on May 8, 2009, a copy of which is filed as Exhibit 10.1 to
this report and incorporated herein by reference.