Attached files
file | filename |
---|---|
EX-10.2 - EX-10.2 - WASTE MANAGEMENT INC | h80480exv10w2.htm |
EX-10.4 - EX-10.4 - WASTE MANAGEMENT INC | h80480exv10w4.htm |
EX-10.1 - EX-10.1 - WASTE MANAGEMENT INC | h80480exv10w1.htm |
EX-10.3 - EX-10.3 - WASTE MANAGEMENT INC | h80480exv10w3.htm |
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, 2011
Waste Management, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware (State or Other Jurisdiction of Incorporation) |
1-12154 (Commission File Number) |
73-1309529 (IRS Employer Identification No.) |
1001 Fannin, Suite 4000 Houston, Texas (Address of Principal Executive Offices) |
77002 (Zip Code) |
Registrants 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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | 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, 2011, the Management Development and Compensation Committee (the
Committee) of the Board of Directors of Waste Management, Inc. (the Company) granted equity
awards under the Companys 2009 Stock Incentive Plan (the Plan) to each of the Companys
currently-serving named executive officers in the Companys most recent proxy statement (the Named
Executives).
Each of the Named Executives currently serving, David P. Steiner, Chief Executive Officer and
President; Robert G. Simpson, Chief Financial Officer; James E. Trevathan, Senior Vice President
Southern 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 40,263; Mr. Simpson 10,051; Mr. Trevathan
7,529; and Mr. Woods 7,529. The material terms of the performance share units are described
below:
PSUs | ||
Performance Calculation Date (PCD)
|
As of December 31, 2013; award (if any) paid out after completion of the audit of the Companys 2013 year-end financial statements and certification by the Committee of actual level of achievement (payment date). | |
Performance Measure
|
Return on invested capital. | |
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 at the end of the fiscal quarter immediately 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, 2013, converted for any conversion factors in the change in control transaction. The new restricted stock units in the successor entity would vest on December 31, 2013. |
The Committee also granted stock options to the Named Executives to purchase the following
number of shares of the Companys common stock: Mr. Steiner 583,333; Mr. Simpson 145,616; Mr.
Trevathan 109,084; and Mr. Woods 109,084. 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. | |
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.
Amendment of Group Senior Vice President Employment Agreements
As of March 10, 2011, amendments to our employment agreements with our Group Senior
Vice Presidents, including Messrs. Trevathan and Woods, were fully executed and deemed effective as
of January 1, 2011. Pursuant to their employment agreements, the Group Senior Vice Presidents are
entitled to participate in an annual incentive compensation plan. The amendments to the employment
agreements provide that each Group Senior Vice Presidents target annual bonus will be seventy-five
percent (75%) of his base salary in effect for such year.
The 2010 target annual bonus of each of Mr. Trevathan and Mr. Woods was eighty-five percent
(85%) of base salary. In the process of establishing the 2011 executive compensation program, our
Management Development and Compensation Committee determined that the allocation of targeted
compensation for our Group Senior Vice President position should be revised to increase the weight
of long-term equity compensation for these operational leaders. Accordingly, the employment
agreements were amended as discussed herein to reduce emphasis on short-term compensation.
The full text of the amendments to the employment agreements of Messrs. Trevathan and Woods
are filed as exhibits to this Form 8-K, and the descriptions of the amendments are qualified in
their entirety by reference to the such exhibits.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit No. | Description of Exhibit | |||
10.1 | Form of 2011PSU Award Agreement |
|||
10.2 | Form of 2011 Stock Option Award Agreement |
|||
10.3 | Amendment to Employment Agreement by and between the Company and Mr. Jim
Trevathan |
|||
10.4 | Amendment to Employment Agreement by and between the Company and Mr. Duane C.
Woods |
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 11, 2011 | By: | /s/ Rick L Wittenbraker | ||
Rick L Wittenbraker | ||||
Senior Vice President |
Exhibit Index
Exhibit No. | Description of Exhibit | |||
10.l | Form of 2011PSU Award Agreement |
|||
10.2 | Form of 2011 Stock Option Award Agreement |
|||
10.3 | Amendment to Employment Agreement by and between the Company
and Mr. Jim Trevathan |
|||
10.4 | Amendment to Employment Agreement by and between the Company
and Mr. Duane C. Woods |