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): March 9, 2012
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 5.02(e) | Compensatory Arrangements of Certain Officers. |
Grant of Equity Awards
Effective March 9, 2012, 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 2009 Stock Incentive Plan (the “Plan”) to each of the Company’s currently-serving named executive officers (the “Named Executives”).
Each of the Named Executives currently serving, David P. Steiner, Chief Executive Officer and President; Steven C. Preston, Executive Vice President — Finance, Recycling and Energy Services; James E. Trevathan, Executive Vice President — Growth, Innovation and Field Support; Jeff M. Harris, Senior Vice President — Midwest Group; and Duane C. Woods, Senior Vice President — Western Group, received performance share units and stock options. The target number of performance share units granted to each of the Named Executives is as follows: Mr. Steiner — 138,583; Mr. Preston — 26,454; Mr. Trevathan — 24,651; Mr. Harris — 19,817 and Mr. Woods — 19,817. The material terms of the performance share units are described below:
| PSUs |
||
| Performance Calculation Date (“PCD”) | As of December 31, 2014; award (if any) paid out after completion of the audit of the Company’s 2014 year-end financial statements and certification by the Committee of actual level of achievement (“payment date”). | |
| Performance Measure | 50% of the PSUs will have a return on invested capital performance measure, and 50% of the PSUs will have a total shareholder return performance measure. | |
| Range of Possible Awards | 0 — 200% of targeted amount, based on actual results achieved. | |
| Death or Disability before PCD | Payable on payment date as if participant had remained an active employee through PCD. | |
| Voluntary Termination before PCD | Immediate forfeiture. | |
| Involuntary Termination other than for Cause or Qualifying Retirement before PCD | Payable on payment date based on actual results, prorated based on portion of performance period completed prior to termination of employment. | |
| Change in Control before PCD | Performance measured prior to the change in control and paid on prorated basis on actual results achieved up to such date. Thereafter, participant also generally receives a replacement award of restricted stock units in the successor entity generally equal to the number of PSUs that would have been earned had no change in control occurred and target performance levels had been met from the time of the change of control through December 31, 2014, adjusted for any conversion factors in the change in control transaction. The new restricted stock units in the successor entity would vest on December 31, 2014. | |
The Committee also granted stock options to the Named Executives to purchase the following number of shares of the Company’s common stock: Mr. Steiner — 218,881; Mr. Preston — 41,782; Mr. Trevathan — 38,935; Mr. Harris — 31,300; and Mr. Woods — 31,300. The material terms of the stock options are described below:
| Stock Options |
||
| Vesting Schedule | 25% on first anniversary 25% on second anniversary 50% on third anniversary. | |
| Term | 10 years from date of grant. | |
| Exercise Price | Fair Market Value on date of grant, $34.935 | |
| Termination of Employment | ||
| Death or Disability |
All options immediately vest and remain exercisable for one year; but in no event later than the original term. | |
| Qualifying Retirement |
Continued vesting and exercisability for three years; but in no event later than the original term. | |
| Involuntary Termination other than for Cause |
All options that are then vested are exercisable for 90 days; but in no event later than the original term. | |
| Involuntary Termination for Cause |
All options are forfeited, whether or not then exercisable. | |
| Involuntary Termination or Resignation for Good Reason following a Change in Control |
All options immediately vest and remain exercisable for three years; but in no event later than the original term. | |
The forms of award agreements for the performance share units and the stock options are filed as exhibits to this Form 8-K, and the descriptions of the material terms of the awards are qualified in their entirety by reference to the award agreements.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description of Exhibit | |
| 10.1 | Form of 2012 PSU Award Agreement with ROIC Performance Measure | |
| 10.2 | Form of 2012 PSU Award Agreement with TSR Performance Measure | |
| 10.3 | Form of 2012 Stock Option Award Agreement | |
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: March 14, 2012 | By: | /s/ Rick L Wittenbraker | ||||
| Rick L Wittenbraker | ||||||
| Senior Vice President | ||||||
Exhibit Index
| Exhibit No. | Description of Exhibit | |
| 10.1 | Form of 2012 PSU Award Agreement with ROIC Performance Measure | |
| 10.2 | Form of 2012 PSU Award Agreement with TSR Performance Measure | |
| 10.3 | Form of 2012 Stock Option Award Agreement | |