What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-19 compared with 2024-02-13 · 96 added, 34 removed, 157 unchanged (45% of the section changed)

14 unchanged sentences

Based on this assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2024.

On November 4, 2024 we consummated our acquisition of Stericycle, Inc.

(“Stericycle”).

As permitted by the SEC rules and regulations, management's assessment did not include the internal controls of the acquired operations of Stericycle, which are included in our consolidated financial statements as of December 31, 2024 and for the period from the acquisition date through December 31, 2024.

In accordance with our integration efforts, we plan to incorporate the acquired operations of Stericycle into our internal control over financial reporting program within the time period provided by applicable SEC rules and

The assets, excluding goodwill, of the acquired operations of Stericycle constituted approximately 13.0% of total assets as of December 31, 2024.

Operating results of the acquired operations of Stericycle comprised approximately 1.8% of consolidated operating revenues for the year ended December 31, 2024.

The effectiveness of our internal control over financial reporting has been audited by Ernst & Young LLP, the independent registered public accounting firm that audited our consolidated financial statements, as stated in their report, which is included in Item 8 of this Annual Report on Form 10-K.

4 unchanged sentences

Securities Trading Plans of Directors and Executive Officers

On October 30, 2023 , James C.

, President, Chief Executive Officer and member of our Board of Directors, adopted a stock trading plan (the “Fish Trading Plan”).

On November 5, 2024 , James C.

Fish, Jr ., President, Chief Executive Officer and member of our Board of Directors , adopted a stock trading plan (the “Fish Trading Plan”).

The 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.

The 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 on or before December 7, 2023, 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.

The Fish Trading Plan provided that Mr.

Fish would continue to hold all remaining shares of common stock resulting from the option exercise after the net share settlement process.

The Fish Trading Plan provided for the exercise of 44,125 vested stock options upon our common stock reaching a specified market price on or before December 6, 2024.

The options were automatically exercised pursuant to such terms, and the Company withheld shares of common stock necessary to cover tax requirements and the exercise price of such options.

All remaining shares of common stock resulting from the option exercise after the net share settlement process were delivered to Mr.

On November 5, 2024 , Mr.

Rafael Carrasco , Senior Vice President, Enterprise Strategy , adopted a stock trading plan (the “Carrasco Trading Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The Carrasco Trading Plan will commence on February 20, 2024 and will automatically terminate on the earlier of February 20, 2025 and the completion of all of the contemplated transactions set forth therein.

The Carrasco Trading Plan provides for the potential cashless exercise of two stock option awards totaling 4,207 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;

Carrasco will then continue to hold all remaining shares of common stock resulting from the option exercise after the settlement.

On November 21, 2023 , Ms.

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.

The Rankin Trading Plan will commence on February 20, 2024 and will automatically terminate on the earlier of February 20, 2025 and the completion of all of the contemplated transactions set forth therein.

The Rankin Trading Plan provides for 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, 2023, upon our common stock reaching a specified market price.

Rankin received a target grant of 14,736 PSU awards with a performance period ended December 31, 2023;

the number of shares to be paid out to Ms.

Rankin 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 the Rankin Trading Plan will be determined in the first quarter of 2024 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.

On December 1, 2023 , Mr.

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.

The Second Fish Trading Plan will commence on March 1, 2024 and will automatically terminate on the earlier of February 20, 2025 and the completion of all of the contemplated transactions set forth therein.

The Second Fish Trading Plan provides for (a) the potential sale of up to 19,100 shares of our common stock upon our common stock reaching specified market prices and (b) 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, 2023, upon our common stock reaching a specified market price.

The Second Fish Trading Plan will commence two business days following the filing of this Annual Report on Form 10-K, and will automatically terminate on the earlier of February 3, 2026 and the completion of all of the contemplated transactions set forth therein.

The Second Fish Trading Plan provides for the potential sale of all 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, upon our common stock reaching specified market prices.

Fish received a target grant of 47,620 PSU awards with a performance period ended December 31, 2024;

1 unchanged sentence

Fish on account of these PSU awards can range from zero to 200% of the initial target grant.

As a result, as described above in connection with the Rankin Trading Plan, the number of shares of common stock to potentially be sold pursuant to the Second Fish Trading Plan will be determined in the first quarter of 2024.

As a result, the number of shares of common stock to potentially be sold pursuant to the Second Fish 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.

On November 5, 2024 , Michael J.

Watson , Senior Vice President and Chief Customer Officer , adopted a stock trading plan (the “Watson Trading Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The Watson Trading Plan will commence two business days following the filing of this Annual Report on Form 10-K and will automatically terminate on the earlier of February 12, 2026 and the completion of all of the contemplated transactions set forth therein.

The Watson Trading Plan provides for (i) the sale of 3,000 shares of our common stock;

(ii) the potential cashless exercise of 11,594 stock options, pursuant to which shares of common stock will be sold to cover option costs, tax obligations, commissions and fees, and Mr.

Watson will then continue to hold all remaining shares of common stock resulting from the option exercise after the settlement;

(iii) the potential sale of 50% of 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 (iv) 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.

Each of the contemplated transactions will occur upon our common stock reaching specified market prices.

Watson received a target grant of 5,986 PSU awards with a performance period ended December 31, 2024;

the number of shares to be paid out to Mr.

Watson on account of

these PSU awards can range from zero to 200% of the initial target grant.

As a result, as described above in connection with the Second Fish Trading Plan, the number of shares of common stock to potentially be sold pursuant to the Watson Trading Plan will be determined in the first quarter of 2025.

On November 8, 2024 , Mr.

Boettcher , Executive Vice President and Chief Legal Officer , adopted a stock trading plan (the “Boettcher Trading Plan”).

The Boettcher 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.

The Boettcher Trading Plan provided for the exercise of 7,500 vested stock options upon our common stock reaching a specified market price on or before December 6, 2024.

The options were automatically exercised pursuant to such terms, and the Company withheld shares of common stock necessary to cover tax requirements and the exercise price of such options.

All remaining shares of common stock resulting from the option exercise after the net share settlement process were delivered to Mr.

On November 26, 2024 , Mr.

Fish adopted a stock trading plan (the “Third Fish Trading Plan”).

The Third 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.

The Third Fish Trading Plan provided for the exercise of 19,805 vested stock options upon our common stock reaching a specified market price on or before December 6, 2024.

The options were automatically exercised pursuant to such terms, and the Company withheld shares of common stock necessary to cover tax requirements and the exercise price of such options.

All remaining shares of common stock resulting from the option exercise after the net share settlement process were delivered to Mr.

On November 26, 2024 , Mr.

Boettcher, adopted a stock trading plan (the “Second Boettcher Trading Plan”).

The Second Boettcher 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.

The Second Boettcher Trading Plan provided for the exercise of 8,458 vested stock options upon our common stock reaching a specified market price on or before December 4, 2024.

The options were automatically exercised pursuant to such terms, and the Company withheld shares of common stock necessary to cover tax requirements and the exercise price of such options.

All remaining shares of common stock resulting from the option exercise after the net share settlement process were delivered to Mr.

On December 4, 2024 , John J.

Morris, Jr ., Executive Vice President and Chief Operating Officer , adopted a stock trading plan (the “Morris Trading Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The Morris Trading Plan will commence on March 7, 2025 and will automatically terminate on the earlier of March 6, 2026 and the completion of all of the contemplated transactions set forth therein.

The Morris 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 10,204 RSU equity compensation awards and (ii) the potential sale of all 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.

Each of the contemplated transactions will occur upon our common stock reaching specified market prices.

Morris received a target grant of 14,150 PSU awards with a performance period ended December 31, 2024;

the number of shares to be paid out to Mr.

Morris on account of these PSU awards can range from zero to 200% of the initial target grant.

As a result, as described above in connection with the Second Fish Trading Plan, the number of shares of common stock to potentially be sold pursuant to the Morris Trading Plan will be determined in the first quarter of 2025.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections .

2 unchanged sentences

We have adopted a code of ethics that applies to our CEO, CFO and Chief Accounting Officer, as well as other officers, directors and employees of the Company.

The code of ethics, entitled “Code of Conduct,” is available on-line at investors.wm.com in the tab “ESG — Corporate Governance” (https://investors.wm.com/esg-practices/governance).

We intend to post any amendments to the Code of Conduct that apply to our officers and directors, and any required disclosure of waivers from the Code of Conduct, to the “ESG – Corporate Governance” tab at investors.wm.com.

The code of ethics, entitled “Code of Conduct,” is available on-line at investors.wm.com in the tab “ESG — Corporate Governance” (investors.wm.com/esg-practices/governance).

to post any amendments to the Code of Conduct that apply to our officers and directors, and any required disclosure of waivers from the Code of Conduct, to the “ESG – Corporate Governance” tab at investors.wm.com.

We have adopted an Insider Trading Policy governing the purchase, sale and other disposition of Company securities by directors, officers, employees, contractors and consultants providing services to the Company, as well as by the Company itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and New York Stock Exchange listing standards.

The foregoing summary of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Insider Trading Policy filed as Exhibit 19.1 to this Annual Report.

All other information required by this Item will be included in the Company’s definitive proxy statement for its 2025 Annual Meeting of Stockholders (the “2025 Proxy Statement”) to be filed with SEC within 120 days of the end of our fiscal year and is incorporated herein by reference.

19 unchanged sentences

(a) (3) Exhibits:

Third Restated Certificate of Incorporation of Waste Management, Inc.

[incorporated by reference to Exhibit 3.1 to Form 10-Q for the quarter ended June 30, 2010].

Fourth Restated Certificate of Incorporation of Waste Management, Inc.

[incorporated by reference to Exhibit 3.2 to Form 8-K dated May 14, 2024].

Amended and Restated By-laws of Waste Management, Inc.

9 unchanged sentences

(the current successor to Texas Commerce Bank National Association), as trustee [incorporated by reference to Exhibit 4.1 to Form 8-K dated September 10, 1997].

Description of Waste Management, Inc.’s Common Stock [incorporated by reference to Exhibit 4.9 to Form 10-K for the year ended December 31, 2019].

Description of Waste Management, Inc.’s Common Stock.

Schedule of Officers’ Certificates delivered pursuant to Section 301 of the Indenture dated September 10, 1997 establishing the terms and form of Waste Management, Inc.’s Senior Notes.

1 unchanged sentence

Pursuant to paragraph 4(iii)(A) of Item 601(b) of Regulation S-K, Waste Management agrees to furnish a copy of such instruments to the SEC upon request.

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 [incorporated by reference to Exhibit 4.1 to Form 10-Q for the quarter ended September 30, 2023].

Officers’ Certificate delivered pursuant to Section 301 of the Indenture dated September 10, 1997 establishing the terms and form of the 4.500% Senior Notes due 2028.

Officers’ Certificate delivered pursuant to Section 301 of the Indenture dated September 10, 1997 establishing the terms and form of the 4.650% Senior Notes due 2030.

Officers’ Certificate delivered pursuant to Section 301 of the Indenture dated September 10, 1997 establishing the terms and form of the 4.800% Senior Notes due 2032.

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 2035.

Officers’ Certificate delivered pursuant to Section 301 of the Indenture dated September 10, 1997 establishing the terms and form of the 5.350% Senior Notes due 2054.