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TABLE OF CONTENTS

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

TABLE OF CONTENTS

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;

•

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

•

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

•

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