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 13, 2014
Waste Management, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-12154 | 73-1309529 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1001 Fannin, Suite 4000 Houston, Texas | 77002 | |
| (Address of Principal Executive Offices) | (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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting of Waste Management, Inc. (the “Company”) held on May 13, 2014, a total of 418,651,905 shares of the Company’s common stock, out of a total of 465,192,040 shares of common stock outstanding and entitled to vote, were present in person or represented by proxies. The proposals set forth below were voted on by the Company’s stockholders at the Annual Meeting. Each of the director nominees listed under proposal 1 were elected, and each of proposals 2, 3 and 4 were approved by the Company’s stockholders. Stockholder proposal 5 was not approved by the Company’s stockholders.
| 1. | Election to the Company’s Board of Directors of the following eight director nominees: |
| Name |
Number of Affirmative Votes |
Number of Negative Votes |
Abstentions | Broker Non-Votes |
||||||||||||
| Bradbury H. Anderson |
349,577,597 | 1,614,171 | 664,673 | 66,795,464 | ||||||||||||
| Frank M. Clark, Jr. |
348,669,767 | 2,524,743 | 661,931 | 66,795,464 | ||||||||||||
| Patrick W. Gross |
288,580,849 | 62,545,860 | 729,732 | 66,795,464 | ||||||||||||
| Victoria M. Holt |
349,617,095 | 1,597,370 | 641,976 | 66,795,464 | ||||||||||||
| John C. Pope |
346,619,094 | 4,574,543 | 662,804 | 66,795,464 | ||||||||||||
| W. Robert Reum |
348,460,651 | 2,723,341 | 672,449 | 66,795,464 | ||||||||||||
| David P. Steiner |
345,607,568 | 5,522,845 | 726,028 | 66,795,464 | ||||||||||||
| Thomas H. Weidemeyer |
349,813,904 | 1,387,057 | 655,480 | 66,795,464 | ||||||||||||
| 2. | Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014: |
| For |
Against |
Abstentions | ||
| 414,479,810 |
3,411,135 | 760,960 |
| 3. | Approval, by non-binding vote, of the Company’s executive compensation as described in the Company’s 2014 proxy statement: |
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 341,482,576 |
6,828,307 | 3,545,558 | 66,795,464 |
| 4. | Approval of the Company’s 2014 Stock Incentive Plan: |
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 341,832,374 |
8,762,870 | 1,261,197 | 66,795,464 |
| 5. | Stockholder proposal regarding disclosure of political contributions: |
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 117,010,149 |
183,602,027 | 51,244,265 | 66,795,464 |
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| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description of Exhibit | |
| 10.1 | Waste Management, Inc. 2014 Stock Incentive Plan. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| WASTE MANAGEMENT, INC. | ||||||
| Date: May 15, 2014 | By: | /s/ Rick L Wittenbraker | ||||
| Rick L Wittenbraker | ||||||
| Senior Vice President and General Counsel | ||||||
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Exhibit Index
| Exhibit No. |
Description of Exhibit | |
| 10.1 | Waste Management, Inc. 2014 Stock Incentive Plan. | |
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