Waste Management

On February 23, 2021, 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 named executive officers, as identified in the Company’s most recent proxy statement (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; Devina A. Rankin, Executive Vice President and Chief Financial Officer; Tara J. Hemmer, Senior Vice President, Operations and Mr. Steven R. Batchelor, Senior Vice President, Operations, received performance share units and stock options. The number of performance share units granted to each of the Executives is as follows: Mr. Fish — 59,650; Mr.

On February 25, 2020, Waste Management, Inc. (the “Company”) filed a Form 8-K (the “Prior 8-K”) to disclose that the Management Development and Compensation Committee of its Board of Directors granted annual equity incentive awards under the Company’s 2014 Stock Incentive Plan to each of the Company’s currently-serving named executive officers, as identified in the Company’s prior proxy statement. This amended Form 8-K is being filed because, due to an administrative error, the Prior 8-K incorrectly reported the number of performance share units and stock options granted to James C. Fish, Jr., President and Chief Executive Officer. Mr. Fish was granted 52,892 performance share units and 101,138 options to purchase shares of the Company’s common stock.

On February 19, 2020, 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, as identified in the Company’s most recent proxy statement (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, Executive 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 — 49,586; Mr. Morris — 14,546 and Ms. Rankin — 13,224.

On August 19, 2019, the Board of Directors of Waste Management, Inc. elected William B. Plummer as a member of the Board, with a term expiring at the 2020 annual meeting of stockholders. Additionally, Mr. Plummer was appointed to the Audit Committee and the Management Development & Compensation Committee of the Board of Directors. Mr. Plummer, age 60, was most recently employed as the Executive Vice President and Chief Financial Officer of United Rentals, Inc. for approximately ten years, having retired in January 2019. Previously, Mr. Plummer served as Chief Financial Officer of Dow Jones & Company, Inc., and prior to that, he served for over six years as Vice President and Treasurer at Alcoa, Inc. Mr.

On February 19, 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.

Waste Management, Inc. (the “Company”) filed a Form 8-K on September 4, 2018 disclosing that Mr. John J. Morris, Jr. will be named to the position of Executive Vice President and Chief Operating Officer of the Company, effective immediately following the previously-announced retirement of Mr. James E. Trevathan, Jr. at the end of 2018. Pursuant to Instruction 2 to

Mr. John J. Morris, Jr. will be named to the position of Executive Vice President and Chief Operating Officer of Waste Management, Inc. (the “Company”), to be effective immediately following the previously-announced retirement of Mr. James E. Trevathan, Jr. at the end of 2018. Mr. Morris, age 49, has been with the Company for over 20 years in a number of operating positions of increasing responsibility. Most recently, Mr. Morris has served as Senior Vice President — Operations since 2012. Prior to that promotion, Mr. Morris held positions including Chief Strategy Officer, Area Vice President and Market Area General Manager. Mr. Morris earned a Bachelor of Science degree from Rutgers University. The terms of modified compensation to be provided to Mr. Morris in connection with his promotion are not currently available. In accordance with Instruction 2 to

On April 10, 2018, Mr. Bradbury H. Anderson notified Waste Management, Inc. (the “Company”) of his decision to resign from his positions as Chairman of the Board and as a director of the Company, effectively immediately. Mr. Anderson resigned due to personal reasons and not due to any disagreement on any matter relating to the Company’s operations, policies or practices. In accordance with the Company’s By-Laws, Mr. Thomas H. Weidemeyer, Chairman of the Nominating and Governance Committee of the Board of Directors, will perform the duties of the Chairman of the Board on an interim basis until a successor is elected by the members of the Board. 2

On February 20, 2018, 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 and the Company’s principal financial officer elected in 2017 (collectively, the “Executives”). Each of the Executives, which includes James C. Fish, Jr., President and Chief Executive Officer; Devina A. Rankin, Senior Vice President and Chief Financial Officer; James E. Trevathan, Jr., Executive Vice President and Chief Operating Officer; Jeff M. Harris, Senior Vice President — Operations and John J. Morris, Jr., Senior Vice President — Operations, received performance share units and stock options. The number of performance share units granted to each of the Executives is as follows: Mr.

On February 1, 2018, Mr. James E. Trevathan, Jr., Executive Vice President & Chief Operating Officer of Waste Management, Inc. (the “Company”), and Mr. Jeff M. Harris, Senior Vice President — Operations of the Company, provided notice that they intend to retire from the Company at the end of 2018. The Company is grateful to Messrs. Trevathan and Harris for their decades of dedicated and outstanding service, which will continue through the remainder of this year. The Company will finalize plans over the course of 2018 to ensure an orderly transition of their responsibilities. 2

On December 22, 2017, (i) Waste Management Holdings, Inc. (“WM Holdings”), a wholly-owned subsidiary of Waste Management, Inc. (the “Registrant”) adopted the Waste Management Holdings, Inc. Executive Severance Protection Plan (the “Severance Plan”) and (ii) USA Waste-Management Resources, LLC (“WM Resources”), an indirect subsidiary of the Registrant, entered into new or amended and restated (as applicable) Employment Agreements (the “Employment Agreements”) with James C. Fish, Jr., the Registrant’s President and Chief Executive Officer, Devina A. Rankin, the Registrant’s Senior Vice President and Chief Financial Officer and John J. Morris, Jr., the Registrant’s Senior Vice President — Operations. Below is a brief summary of the material terms of the Severance Plan and Employment Agreements.

Effective November 13, 2017, the Board of Directors (the “Board”) of Waste Management, Inc. (the “Company”) elected Ms. Leslie K. Nagy as Vice President and Chief Accounting Officer. As disclosed in a Form 8-K filed on August 4, 2017, Ms. Devina A. Rankin had been serving as the Company’s principal accounting officer on an interim basis. Ms. Rankin remains the Company’s Senior Vice President and Chief Financial Officer. Ms. Nagy, age 43, was previously employed by Parker Drilling Company as its Principal Accounting Officer and Controller from April 2014 through November 2017 and as its Director of Finance and Assistant Controller from July 2010 through April 2014. Before joining Parker Drilling, Ms. Nagy worked for Ernst & Young LLP from 1997 to 2010. Ms. Nagy earned a Bachelor of Business Administration and Master of Science in Accounting from Texas A&M University. Ms.

On August 4, 2017, Mr. Darren K. Shade gave notice of his decision to resign from his position as Vice President and Chief Accounting Officer of Waste Management, Inc. (the “Company”). Following Mr. Shade’s departure on August 18, 2017, Ms. Devina A. Rankin, Senior Vice President, Chief Financial Officer & Treasurer of the Company, will also lead the accounting organization until Mr. Shade’s successor is identified to ensure an orderly transition of responsibilities. 2

On February 27, 2017, the Board of Directors of Waste Management, Inc. (the “Company”) elected Ms. Devina A. Rankin to serve as Senior Vice President, Chief Financial Officer and Treasurer. Ms. Rankin, age 41, had been serving as Vice President, Treasurer and Acting Chief Financial Officer since January 11, 2017. Ms. Rankin had previously served as the Company’s Vice President and Treasurer since August 2012, having been promoted from the position of Assistant Treasurer. She joined the Company in 2002 and has held a number of corporate finance positions of increasing responsibility during her tenure. Ms. Rankin began her career at Arthur Andersen, a public accounting firm, in 1999. Ms. Rankin earned a Bachelor of Business Administration and a Master of Science degree in accounting from Texas A&M University and is a certified public accountant licensed in Texas.

On February 5, 2017, Mr. W. Robert Reum, a director of Waste Management, Inc. (the “Company”), passed away. Mr. Reum served as the Company’s Non-Executive Chairman of the Board since 2012 and served on the Company’s Board of Directors since 2003. The Company issued a press release, attached as Exhibit 99.1 hereto, in appreciation of Mr. Reum’s fourteen years of dedicated service to the Company. In accordance with the Company’s By-Laws, Mr. Thomas H. Weidemeyer, Chairman of the Nominating and Governance Committee of the Board, will perform the duties of the Chairman of Board on an interim basis until a successor is elected by the members of the Board.

Effective January 11, 2017, the Board of Directors of Waste Management, Inc. (the “Company”) elected Ms. Devina A. Rankin to the position of Acting Chief Financial Officer. Ms. Rankin will also retain her existing positions as the Company’s Vice President & Treasurer, and she will receive a $50,000 cash bonus in recognition of her additional responsibilities. Ms. Rankin, age 41, has served as the Company’s Vice President and Treasurer since August 2012, having been promoted from the position of Assistant Treasurer. She joined the Company in 2002 and has held a number of corporate finance positions of increasing responsibility during her tenure. Ms. Rankin began her career at Arthur Andersen, a public accounting firm, in 1999. Ms.

On January 6, 2017, Mr. David P. Steiner resigned from his position on the Board of Directors (the “Board”) of Waste Management, Inc. (the “Company”). In Mr. Steiner’s employment agreement, he agreed to resign from the Board when his employment ended. Mr. Steiner did not resign because of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Steiner’s departure from the Company entitles him to the payments and benefits set forth in Section 6(e)(i) – (e)(v) of his employment agreement dated May 6, 2002, as amended and previously filed as Exhibit 10.1 to the Company’s Form 10-Q for the period ended March 31, 2002. Mr. Steiner’s outstanding performance share unit awards will be prorated as provided for in Section 2.a.

On November 10, 2016, Waste Management, Inc. (the “Company”) announced that the Board of Directors of the Company (the “Board”) appointed James C. Fish, Jr. as the Company’s President and Chief Executive Officer and elected Mr. Fish as a director, effective immediately. Mr. Fish succeeded David P. Steiner, who served as the Company’s Chief Executive Officer since 2004. Mr. Fish, age 54, joined the Company in 2001 as Director, Financial Planning and Analysis. Two years later, he was promoted to Vice President, Price Management and was responsible for running the Company’s pricing programs.

In a Form 8-K filed May 16, 2016, the Company announced that Mr. Don P. Carpenter gave notice of his decision to retire from his position as Vice President and Chief Accounting Officer following the filing of the Company’s Form 10-Q for the quarter ended September 30, 2016 (the “Third Quarter Form 10-Q”). The Company’s Board of Directors has elected Mr. Darren K. Shade to succeed Mr. Carpenter as Vice President and Chief Accounting Officer, effective as of the first day following the filing of the Third Quarter Form 10-Q, anticipated to be on or about October 27, 2016. Mr. Carpenter is expected to remain with the Company into its fourth quarter in order to facilitate an orderly transition to Mr. Shade. Mr. Shade, age 41, joined the Company in July 2016 as Vice President – Accounting. Prior to joining the Company, Mr.

On July 27, 2016, Waste Management, Inc. (the “Company”) announced that its Board of Directors has promoted James C. Fish, Jr. to the position of President, reporting to Chief Executive Officer David Steiner who is resigning the position of President. Effective July 28, 2016, Mr. Fish will serve as President and Chief Financial Officer. In connection with the foregoing, Mr. Fish’s annual base salary has been increased to $700,000. Mr. Fish, age 54, joined Waste Management in 2001 as Director, Financial Planning and Analysis. Two years later, he was promoted to Vice President, Price Management and was responsible for running the Company’s pricing programs.

Director or officer change (Item 5.02). Open the filing for details.

Director or officer change (Item 5.02). Open the filing for details.