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DEF 14A 1 tm223363-1_def14a.htm DEF 14A tm223363-1_def14a - none - 13.640677s

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

Waste Management, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Due to on-going public health concerns related to the COVID-19 pandemic, we will be holding a virtual Annual Meeting. You may access and participate in the virtual Annual Meeting using your control number, including asking questions, examining the list of registered stockholders and voting shares, if you were a stockholder of record as of the close of business on the record date or held shares through a bank, broker, or nominee on that date.

Virtual Meeting Date:

Tuesday, May 10, 2022

Virtual Meeting Time:

11:00 a.m. Central Time

Virtual Meeting Location:

www.virtualshareholdermeeting.com/WM2022

Record Date:

March 15, 2022

Agenda for the Annual Meeting (or any adjournment or postponement thereof):

•

To elect the nine nominees named in the attached proxy statement to our Board of Directors;

•

To vote on a proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022;

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To vote on a non-binding, advisory proposal to approve our executive compensation;

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To vote on a stockholder proposal regarding a civil rights audit, if properly presented at the Annual Meeting; and

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To conduct other business that is properly raised at the meeting.

		IMPORTANT NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS:
		This Notice of Annual Meeting and Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 are available on the “Investors” website at www.wm.com.
					You may submit your proxy via the Internet by following the instructions provided in the Notice or, if you received printed copies of the proxy materials, on your proxy card.
					If you received printed copies of the materials in accordance with the instructions in the Notice, you also have the option to submit your proxy by telephone by calling the toll-free number listed on your proxy card. Telephone voting is available 24 hours per day until 11:59 p.m., Eastern Time, on May 9, 2022.
					If you received printed copies of the proxy materials in accordance with the instructions in the Notice and would like to submit your proxy by mail, please mark, sign and date your proxy card and return it promptly in the postage-paid envelope provided.
		If your shares of Common Stock are held in street name, you will receive instructions from your broker, bank or nominee that you must follow in order to have your shares of Common Stock voted at the Annual Meeting.

Your vote is important. We urge all stockholders — whether attending the virtual Annual Meeting or not — to vote and submit their proxies as soon as possible using one of the methods described above.

	Courtney A. Tippy Corporate Secretary			Enroll in Electronic Delivery Today. Help us save paper, time and money! If you are a beneficial owner, visit http://www.proxyvote.com or follow the instructions on the Notice, proxy card or voting instructions. All stockholders may also enroll at https://enroll.icsdelivery.com/wmi.
	March 29, 2022

TABLE OF CONTENTS

	Page
GENERAL INFORMATION		1
BOARD OF DIRECTORS		4
Nominees for Director		4
Leadership Structure		4
Independence of Board Members		5
Meetings and Board Committees		5
Role in Risk Oversight		5
Oversight of ESG Risk and Performance		6
Audit Committee		8
Audit Committee Report		9
Management Development and Compensation Committee		10
Compensation Committee Report		10
Compensation Committee Interlocks and Insider Participation		11
Nominating and Governance Committee		11
Related Party Transactions		12
Board of Directors Governing Documents		13
Non-Employee Director Compensation		13
ELECTION OF DIRECTORS (Item 1 on the Proxy Card)		15
DIRECTOR AND OFFICER STOCK OWNERSHIP		20
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS		21
DELINQUENT SECTION 16(A) REPORTS		21
EXECUTIVE OFFICERS		22
EXECUTIVE COMPENSATION		23
Compensation Discussion and Analysis		23
Introduction		23
Executive Summary		23
2021 Pay-For Performance		24
Consideration of Stockholder Advisory Vote		26
2022 Compensation Program Preview		26

	Page
Our Compensation Philosophy for Named Executive Officers		26
Overview of Elements of Our 2021 Compensation Program		27
How Named Executive Officer Compensation Decisions are Made		28
Named Executives’ 2021 Compensation Program and Results		32
Post-Employment and Change in Control Compensation; Clawback Policies		36
Other Compensation Policies and Practices		37
Executive Compensation Tables		39
Summary Compensation Table		39
Grant of Plan-Based Awards in 2021		41
Outstanding Equity Awards as of December 31, 2021		42
Option Exercises and Stock Vested		43
Nonqualified Deferred Compensation in 2021		44
Potential Payments Upon Termination or Change in Control		45
Potential Consideration Upon Termination of Employment		47
Chief Executive Officer Pay Ratio		48
Equity Compensation Plan Table		48
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Item 2 on the Proxy Card)		49
ADVISORY VOTE ON EXECUTIVE COMPENSATION (Item 3 on the Proxy Card)		50
STOCKHOLDER PROPOSAL (Item 4 on the Proxy Card)		51
OTHER MATTERS		52

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PROXY STATEMENT

Waste Management, Inc. is a holding company, and all operations are conducted by its subsidiaries. Our subsidiaries are operated and managed locally and focus on providing services in distinct geographic areas. Through our subsidiaries, we are North America’s leading provider of comprehensive waste management environmental services, providing services throughout the United States (“U.S.”) and Canada. We partner with our residential, commercial, industrial and municipal customers and the communities we serve to manage and reduce waste at each stage from collection to disposal, while recovering valuable resources and creating clean, renewable energy.

Our Board of Directors is soliciting your proxy for the 2022 Annual Meeting of Stockholders and at any postponement or adjournment of the meeting. We are furnishing proxy materials to our stockholders primarily via the Internet. On March 29, 2022, we sent an electronic notice of how to access our proxy materials and our Annual Report to stockholders that have previously signed up to receive their proxy materials via the Internet. On March 29, 2022, we began mailing a Notice of Internet Availability of Proxy Materials to those stockholders that previously have not signed up for electronic delivery. The Notice contains instructions on how stockholders can access our proxy materials on the website referred to in the Notice or request that a printed set of the proxy materials be sent to them.

Enroll in Electronic Delivery Today! We encourage stockholders to elect to receive all future proxy materials electronically, which is free, fast, convenient, environmentally friendly and helps lower our printing and postage costs. If you are a beneficial owner, visit http://www.proxyvote.com or follow the instructions on your Notice, proxy card or voting instructions. All stockholders may also enroll at https://enroll.icsdelivery.com/wmi. Thank you for supporting our sustainability mission.

Record Date March 15, 2022.

Quorum The holders of a majority of the shares of Common Stock outstanding on the record date must be present in person or by proxy.

Shares Outstanding There were 415,159,816 shares of our Common Stock outstanding and entitled to vote as of March 15, 2022.

Attending the Meeting Due to on-going public health concerns related to the COVID-19 pandemic, we will be holding a virtual Annual Meeting. If you were a stockholder of record as of the close of business on the record date or held shares through a bank, broker, or nominee on that date, you are entitled to access and participate in the virtual Annual Meeting, including asking questions, examining the list of registered stockholders and voting shares. To attend the virtual Annual Meeting, you must use the link provided and enter the 16-digit control number found on your Notice, proxy card, or voting instructions. If you do not have your 16-digit control number, you will be admitted to the virtual Annual Meeting as a guest, but you will not have the ability to vote your shares or ask questions at the virtual Annual Meeting. If you are a beneficial owner, you may contact the bank, broker or other institution where you hold your account if you have questions about obtaining your control number. We encourage you to access the virtual Annual Meeting before it begins. Online check-in will start approximately fifteen minutes before the meeting on May 10, 2022. If you have difficulty accessing the meeting, a phone number for technical support will be available at the virtual Annual Meeting web address on the day of the meeting.

Virtual Annual Meeting Web Address www.virtualshareholdermeeting.com/WM2022

Submitting Your Proxy Internet, phone, or mail.

Voting and Asking Questions at the Meeting Stockholders can vote and ask questions during the virtual Annual Meeting by following the instructions available on the meeting website during the meeting. Questions relevant to the business of the Company or the Annual Meeting may be submitted in a field provided by the virtual meeting platform. An audio recording of the virtual Annual Meeting, including the question and answer segment, will be available on the “Investors” website at www.wm.com after the meeting. Whether or not you plan to attend the virtual Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Please read the Notice of Annual Meeting of Stockholders and this Proxy Statement with care and follow the voting instructions to ensure that your shares are represented at the Annual Meeting.

2022 Proxy Statement | 1

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PROXY STATEMENT

Changing Your Vote Stockholders of record may revoke their proxy at any time before we vote it at the meeting by submitting a later-dated proxy via the Internet, by telephone, by mail, by delivering instructions to our Corporate Secretary before the Annual Meeting revoking the proxy or by voting during the virtual Annual Meeting. Attendance at the Annual Meeting, by itself, will not revoke a proxy. If you hold shares through a bank or brokerage firm, you may revoke any prior voting instructions by contacting that firm.

Votes Required to Adopt Proposals Each share of our Common Stock outstanding on the record date is entitled to one vote on each of the nine director nominees and one vote on each other matter. To be elected, a director must receive a majority of the votes cast with respect to that director’s election at the meeting. This means that the number of shares voted “for” a director must exceed 50% of the votes cast with respect to that director. Each of the other proposals requires the favorable vote of the holders of a majority of the outstanding shares of Common Stock present, either by proxy or in person, and entitled to vote on the matter.

Effect of Abstentions and Broker Non-Votes Abstentions will have no effect on the election of directors. For each of the other proposals, abstentions will have the same effect as a vote against

SEC Form DEF 14A filed by Waste Management Inc.