Item 5. Other Information
Item 5. Other Information .
Securities Trading Plans of Directors and Executive Officers
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:
Plan
Plan
Plan
Adoption
Effective
Expiration
Executive Officer
Date
Date
Date(a)
Type of Transaction
Rafael Carrasco
Senior Vice President, Enterprise Strategy
8/14/2023
12/1/2023
None
Sell-to-Cover Taxes (b)
Michael Watson
Senior Vice President
& Chief Customer Officer
8/22/2023
11/20/2023
1/31/2024
Cashless Exercise and Sale (c)
Cashless Exercise and Hold (d)
Tara Hemmer
Senior Vice President
& Chief Sustainability Officer
8/28/2023
11/27/2023
3/28/2024
Donation (e)
Open Market Sale Upon Payout of Performance Share Units (f)
Cashless Exercise and Hold (g)
John Morris
Executive Vice President
& Chief Operating Officer
9/5/2023
12/4/2023
6/28/2024
Open Market Sale Upon Payout of Performance Share Units (h)
Cashless Exercise and Sale (i)
(a) Mr. Carrasco’s stock trading plan provides that it shall remain in effect for as long as he is employed, unless affirmatively terminated sooner. 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.
(b) Mr. Carrasco’s stock trading plan provides that, upon future vesting and payout of equity compensation awards granted to Mr. 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. The proceeds shall be remitted directly to the U.S. Internal Revenue Service. 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. Carrasco and the Company’s achievement relative to applicable performance measures for such current unvested and future equity compensation awards.
(c) Mr. 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.
(d) Mr. 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; Mr. Watson will then continue to hold all remaining shares of common stock resulting from the option exercise after the settlement.
(e) Ms. 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.
(f) Ms. 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. Ms. Hemmer received a target grant of 11,930 PSU awards with a performance period ending December 31, 2023; the number of shares to be delivered to Ms. Hemmer on account of these PSU awards can range from zero to 200% of the initial target grant. As a result, the number of
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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.
(g) Ms. 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; Ms. Hemmer will then continue to hold all remaining shares of common stock resulting from the option exercise after settlement.
(h) Mr. 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. Mr. Morris received a target grant of 16,140 PSU awards with a performance period ending December 31, 2023; the number of shares to be delivered to Mr. Morris on account of these PSU awards can range from zero to 200% of the initial target grant. 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.
(i) Mr. 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.
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Item 6. Exhibits.
Exhibit No.
Description
4.1*
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 .
4.2*
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.
4.3*
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.
4.4*
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.
22.1*
Guarantor Subsidiary.
31.1*
Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934 James C. Fish, Jr., President and Chief Executive Officer.
31.2*
Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934 Devina A. Rankin, Executive Vice President and Chief Financial Officer.
32.1**
Certification Pursuant to 18 U.S.C. §1350 of James C. Fish, Jr., President and Chief Executive Officer.
32.2**
Certification Pursuant to 18 U.S.C. §1350 of Devina A. Rankin, Executive Vice President and Chief Financial Officer.
95*
Mine Safety Disclosures.
101.INS*
Inline XBRL Instance.
101.SCH*
Inline XBRL Taxonomy Extension Schema.
101.CAL*
Inline XBRL Taxonomy Extension Calculation.
101.LAB*
Inline XBRL Taxonomy Extension Labels.
101.PRE*
Inline XBRL Taxonomy Extension Presentation.
101.DEF*
Inline XBRL Taxonomy Extension Definition.
104*
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Filed herewith.
** Furnished herewith.
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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, thereunto duly authorized.
WASTE MANAGEMENT, INC.
By:
/s/ DEVINA A. RANKIN
Devina A. Rankin
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
WASTE MANAGEMENT, INC.
By:
/s/ JOHN CARROLL
John Carroll
Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
Date: October 25, 2023
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