Other Information .
+Added: We incorporate by reference into Item 5 of this Quarterly Report on Form 10-Q the information disclosed in Note 14 to the Condensed Consolidated Financial Statements under the heading “Pending Acquisition of Stericycle and Related Financing.”
Securities Trading Plans of Directors and Executive Officers
−Removed: During the quarter ended June 30, 2024, no executive officer or member of our Board of Directors adopted a securities trading plan.
−Removed: On June 2, 2024 , Mr.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The Trading Plan was terminated before it took effect, and no sales of shares under the Trading Plan occurred.
−Removed: Agreement and Plan of Merger dated June 3, 2024 by and among WMI, Stag Merger Sub Inc.
−Removed: 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).
−Removed: Fourth Restated Certificate of Incorporation of WMI [Incorporated by reference to Exhibit 3.2 to Form 8-K filed May 17, 2024].
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: $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.
−Removed: 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].
+Added: On September 4, 2024 , Tara Hemmer , Senior Vice President and Chief Sustainability Officer, adopted a stock trading plan (the “Hemmer Trading Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.
+Added: The Hemmer Trading Plan will commence on December 3, 2024 and will automatically terminate on the earlier of June 30, 2025 and the completion of all of the contemplated transactions set forth therein.
+Added: The Hemmer Trading Plan provides for (i) the donation of 714 shares of our common stock;
+Added: (ii) the potential sale of all net after-tax shares of our common stock received from the vesting on March 1, 2025 of 5,102 restricted share unit (“RSU”) equity compensation awards and (iii) the potential sale of 50% of net after-tax shares of our common stock received from the payout of performance share unit (“PSU”) equity compensation awards, for the performance period ended December 31, 2024.
+Added: Each of the contemplated transactions will occur upon our common stock reaching specified market prices.
+Added: Hemmer received a target grant of 9,252 PSU awards with a performance period ended December 31, 2024;
+Added: the number of shares to be paid out 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 shares of common stock to potentially be sold pursuant to the Hemmer Trading Plan will be determined in the first quarter of 2025 based on certification by the Management Development and Compensation Committee of the Board of Directors of the Company’s achievement relative to applicable performance measures for the underlying PSU awards.
+Added: On September 9, 2024 , Ms.
+Added: Devina Rankin , Executive Vice President and Chief Financial Officer , adopted a stock trading plan (the “Rankin Trading Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.
+Added: The Rankin Trading Plan will commence on February 3, 2025 and will automatically terminate on the earlier of February 3, 2026 and the completion of all of the contemplated transactions set forth therein.
+Added: The Rankin Trading Plan provides for (i) the potential sale of all net after-tax shares of our common stock received from the vesting on March 1, 2025 of 6,803 RSU equity compensation awards and (ii) the potential sale of 50% of net after-tax shares of our common stock received from the payout of PSU equity compensation awards, for the performance period ended December 31, 2024.
+Added: Each of the contemplated transactions will occur upon our common stock reaching specified market prices.
+Added: Rankin received a target grant of 11,972 PSU awards with a performance period ended December 31, 2024;
+Added: the number of shares to be paid out to Ms.
+Added: Rankin on account of these PSU awards can range from zero to 200% of the initial target grant.
+Added: As a result, as described above in connection with the Hemmer Trading Plan, the number of shares of common stock to potentially be sold pursuant to the Rankin Trading Plan will be determined in the first quarter of 2025 .
+Added: Term Credit Agreement dated as of August 28, 2024 by and among WMI, WM Holdings., the banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent [Incorporated by reference to Exhibit 10.1 to Form 8-K filed September 3, 2024].
+Added: Form of 2024 Long Term Incentive Compensation Award Agreement RSU Award Agreement (U.S.) (Three-Year Step Vest).
Guarantor Subsidiary.
30 unchanged sentences
(Principal Accounting Officer)
−Removed: July 25, 2024
+Added: October 28, 2024
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.