SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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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.
On May 14, 2025, Waste Management, Inc. (the “Company”) announced that its Board of Directors (the “Board”) has promoted John J. Morris, Jr. to the position of President, reporting to Chief Executive Officer James C. Fish, Jr., and Mr. Fish voluntarily resigned from the position of President. Mr. Morris, age 55, has served as the Company’s Executive Vice President and Chief Operating Officer since 2019, and he will now serve as President and Chief Operating Officer. Information about Mr. Morris’s interest in transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K is set forth under the heading “Related Party Transactions” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 1, 2025 and is incorporated herein by reference.
In connection with Mr. Morris’s promotion, his annual base salary has been increased to $1 million, and his target annual cash incentive will be 125% of his base salary in effect at year end. 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 grant date of May 20, 2025 and a value of $1.05 million. The number of RSUs granted 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. | |
| 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. | |
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Retirement (as defined in the award agreement)
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If Retirement occurs on or after January 1, 2026, all RSUs will vest and be issued and paid following the normal Vesting Dates. If Retirement occurs before January 1, 2026, RSUs equal to the total number of unvested RSUs, prorated based on the portion of calendar year 2025 that the employee was employed, will vest and be issued and paid following the normal Vesting Dates.
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Involuntary Termination without Cause |
RSUs equal to the total number of unvested RSUs, prorated based on the portion of the entire three-year vesting period that the employee was employed, will vest and be issued and paid following the normal Vesting Dates. | |
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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. | |
2
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 Mr. Morris’s promotion 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 May 14, 2025 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
3
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.
| WASTE MANAGEMENT, INC. |
| Date: May 14, 2025 | By: | /s/ Charles C. Boettcher |
| Charles C. Boettcher | ||
| Executive Vice President and Chief Legal Officer |