Item 5. Other Information
Item 5. Other Information .
Securities Trading Plans of Directors and Executive Officers
During the quarter ended June 30, 2024, no executive officer or member of our Board of Directors adopted a securities trading plan.
On June 2, 2024 , Mr. James C. Fish, Jr ., President, Chief Executive Officer and a member of our Board of Directors, terminated a stock trading plan that was adopted on March 2, 2024 (the “Trading Plan”) that was intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Trading Plan was to commence on June 3, 2024 and was to automatically terminate on the earlier of June 3, 2025 and the completion of all of the contemplated transactions set forth therein. The Trading Plan provided for the potential sale of up to 86,209 shares of our common stock upon our common stock reaching specified market prices. The Trading Plan was terminated before it took effect, and no sales of shares under the Trading Plan occurred.
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Item 6. Exhibits.
Exhibit No.
Description
2.1
Agreement and Plan of Merger dated June 3, 2024 by and among WMI, Stag Merger Sub Inc. and Stericycle [Incorporated by reference to Exhibit 2.1 to Form 8-K filed June 5, 2024, as amended by Form 8-K/A filed the same date] (pursuant to Item 601(b)(2) of Regulation S-K, exhibits and schedules to the Agreement and Plan of Merger have been omitted and will be supplementally provided to the SEC upon request).
3.1
Fourth Restated Certificate of Incorporation of WMI [Incorporated by reference to Exhibit 3.2 to Form 8-K filed May 17, 2024].
4.1*
Officers’ Certificate delivered pursuant to Section 301 of the Indenture dated September 10, 1997 establishing the terms and form of the 4.950% Senior Notes due 2027.
4.2*
Officers’ Certificate delivered pursuant to Section 301 of the Indenture dated September 10, 1997 establishing the terms and form of the 4.950% Senior Notes due 2031.
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 4.950% Senior Notes due 2027.
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 4.950% Senior Notes due 2031.
10.1
$3.5 Billion Seventh Amended and Restated Revolving Credit Agreement dated as of May 8, 2024 by and among WMI, Waste Management of Canada Corporation, WM Quebec Inc. and WM Holdings., certain banks party thereto, and Bank of America, N.A., as administrative agent [Incorporated by reference to Exhibit 10.1 to Form 8-K filed May 10, 2024].
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: July 25, 2024
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