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Securities Trading Plans of Directors and Executive Officers
−Removed: On May 22, 2023 , James C.
−Removed: , President, Chief Executive Officer and member of our Board of Directors , adopted a stock trading plan (the “First Fish Trading Plan”).
−Removed: The First Fish Trading Plan went into effect on the date of adoption and was not intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.
−Removed: The First Fish Trading Plan provided for the potential exercise of 83,419 vested stock options and instructed that, upon our common stock reaching a specified market price, the options would automatically be exercised and the Company would withhold shares of common stock necessary to cover tax requirements and the exercise price of such options.
−Removed: The First Fish Trading Plan provided that Mr.
−Removed: Fish would continue to hold all remaining shares of common stock resulting from the option exercise after the net share settlement process.
−Removed: The option exercise did not occur, and the First Fish Trading Plan expired pursuant to its terms on June 7, 2023.
−Removed: On May 30, 2023 , Mr.
−Removed: Fish adopted a stock trading plan (the “Second Fish Trading Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.
−Removed: The Second Fish Trading Plan will commence on September 1, 2023 and will automatically terminate on the earlier of January 31, 2024 and the completion of all of the contemplated stock sales set forth therein.
−Removed: The Second Fish Trading Plan provides for the sale of 9,550 shares of our common stock upon our common stock reaching each of three specified market prices, for an aggregate total sale of up to 28,650 shares of our common stock pursuant to such plan.
−Removed: Waste Management, Inc.
−Removed: 2023 Stock Incentive Plan [Incorporated by reference to Exhibit 10.1 to Form 8-K filed May 10, 2023] .
+Added: During the quarter ended September 30, 2023, the following executive officers adopted the stock trading plans described below, each of which is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act:
+Added: Executive Officer
+Added: Type of Transaction
+Added: Rafael Carrasco
+Added: Senior Vice President, Enterprise Strategy
+Added: Sell-to-Cover Taxes (b)
+Added: Michael Watson
+Added: Senior Vice President
+Added: & Chief Customer Officer
+Added: Cashless Exercise and Sale (c)
+Added: Cashless Exercise and Hold (d)
+Added: Senior Vice President
+Added: & Chief Sustainability Officer
+Added: Open Market Sale Upon Payout of Performance Share Units (f)
+Added: Cashless Exercise and Hold (g)
+Added: Executive Vice President
+Added: & Chief Operating Officer
+Added: Open Market Sale Upon Payout of Performance Share Units (h)
+Added: Cashless Exercise and Sale (i)
+Added: Carrasco’s stock trading plan provides that it shall remain in effect for as long as he is employed, unless affirmatively terminated sooner.
+Added: The remaining stock trading plans will automatically terminate at the earlier of the applicable Plan Expiration Date set forth above or the completion of all of the contemplated transactions set forth therein.
+Added: Carrasco’s stock trading plan provides that, upon future vesting and payout of equity compensation awards granted to Mr.
+Added: Carrasco by the Company or any affiliate, the Corporate Secretary shall cause to be sold the number of shares of common stock that, when added to tax withholding by the Company, will generate sufficient proceeds to cover the full anticipated personal federal tax obligations on account of such equity compensation award.
+Added: The proceeds shall be remitted directly to the U.S.
+Added: Internal Revenue Service.
+Added: The number of shares of common stock to potentially be sold pursuant to this stock trading plan will depend on the terms of current unvested and future equity compensation awards granted to Mr.
+Added: Carrasco and the Company’s achievement relative to applicable performance measures for such current unvested and future equity compensation awards.
+Added: Watson’s stock trading plan provides for the potential cashless exercise of 8,184 stock options, upon our common stock reaching a specified market price, pursuant to which shares of common stock will be sold to cover option costs, tax obligations, commissions and fees, and all net shares received after settlement will also be sold.
+Added: Watson’s stock trading plan also provides for the potential cashless exercise of 8,183 stock options, upon our common stock reaching a specified market price, pursuant to which shares of common stock will be sold to cover option costs, tax obligations, commissions and fees;
+Added: Watson will then continue to hold all remaining shares of common stock resulting from the option exercise after the settlement.
+Added: Hemmer’s stock trading plan provides for a donation of 900 shares of our common stock upon our common stock reaching a specified market price.
+Added: Hemmer’s stock trading plan also provides for the sale of 25% of net after-tax shares of our common stock received upon the payout of performance share unit (“PSU”) equity compensation awards in 2024, for the performance period ending December 31, 2023, upon our common stock reaching each of three specified market prices, for an aggregate total sale of up to 75% of such net after-tax shares.
+Added: Hemmer received a target grant of 11,930 PSU awards with a performance period ending December 31, 2023;
+Added: the number of shares to be delivered to Ms.
+Added: Hemmer on account of these PSU awards can range from zero to 200% of the initial target grant.
+Added: As a result, the number of
+Added: shares of common stock to potentially be sold pursuant to this instruction will be determined based on the Company’s achievement relative to applicable performance measures for the underlying PSU awards.
+Added: Hemmer’s stock trading plan also provides for the potential cashless exercise of an aggregate of 27,005 stock options upon our common stock reaching specified market prices, pursuant to which shares of common stock will be sold to cover option costs, tax obligations, commissions and fees;
+Added: Hemmer will then continue to hold all remaining shares of common stock resulting from the option exercise after settlement.
+Added: Morris’s stock trading plan provides for the sale of all net after-tax shares of our common stock received upon payout of PSU equity compensation awards in 2024, for the performance period ending December 31, 2023, upon our common stock reaching a specified market price.
+Added: Morris received a target grant of 16,140 PSU awards with a performance period ending December 31, 2023;
+Added: the number of shares to be delivered to Mr.
+Added: Morris on account of these PSU awards can range from zero to 200% of the initial target grant.
+Added: As a result, the number of shares of common stock to potentially be sold pursuant to this instruction will be determined based on the Company’s achievement relative to applicable performance measures for the underlying PSU awards.
+Added: Morris’s stock trading plan also provides for the potential cashless exercise of 17,778 stock options upon our common stock reaching a specified market price, pursuant to which shares of common stock will be sold to cover option costs, tax obligations, commissions and fees, and all net shares received after settlement will also be sold.
+Added: Officers’ Certificate delivered pursuant to Section 301 of the Indenture dated September 10, 1997 establishing the terms and form of the 4.875% Senior Notes due 2029 .
+Added: Officers’ Certificate delivered pursuant to Section 301 of the Indenture dated September 10, 1997 establishing the terms and form of the 4.875% Senior Notes due 2034.
+Added: Guarantee Agreement by WM Holdings in favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the holders of the 4.875% Senior Notes due 2029.
+Added: Guarantee Agreement by WM Holdings in favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the holders of the 4.875% Senior Notes due 2034.
Guarantor Subsidiary.
30 unchanged sentences
(Principal Accounting Officer)
−Removed: July 26, 2023
+Added: October 25, 2023
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.