SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 8, 2026
Waste Management, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-12154 | 73-1309529 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 800 Capitol Street, Suite 3000, Houston, Texas | 77002 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone number, including area code: (713) 512-6200
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value | WM | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Retirement of Mr. Carrasco
On May 8, 2026, Mr. Rafael E. Carrasco, Senior Vice President, Enterprise Strategy and President, WM Healthcare Solutions of Waste Management, Inc. (the “Company”), provided notice of his decision to retire as of July 17, 2026. The Company is grateful to Mr. Carrasco for his 10 years of dedicated service to the Company in a range of operational leadership roles, including his recent leadership over the Stericycle, Inc. acquisition and the successful integration and development of the Company’s healthcare solutions business.
Promotion of Ms. Hemmer
On May 13, 2026, the Company announced that its Board of Directors (the “Board”) has promoted Ms. Tara J. Hemmer to the position of Executive Vice President and Chief Operating Officer, reporting to President John J. Morris, Jr. Mr. Morris voluntarily resigned from the position of Chief Operating Officer. Ms. Hemmer, age 53, has served as the Company’s Senior Vice President and Chief Sustainability Officer since 2021. Ms. Hemmer does not have any interest in transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with Ms. Hemmer’s promotion, her annual base salary has been increased to $850,000, and her target annual cash incentive will be 105% of her base salary in effect at year end. Additionally, the Management Development and Compensation Committee of the Board approved an award of restricted stock units (“RSUs”) under the Company’s 2023 Stock Incentive Plan with a grant date of May 20, 2026 and a value of $575,000. The number of RSUs granted will be calculated by dividing such value by the average of the high and low price of the Company’s common stock over the 30 trading days preceding the grant date. Key terms of the RSUs are described below.
| RSUs | ||
| The “Vesting Dates” | 34% on the first anniversary of grant 33% on the second anniversary of grant 33% on the third anniversary of grant Each RSU will be converted into one share of Company common stock upon vesting. | |
| Dividend Equivalents | Dividends will accrue and be paid in cash upon any payout of RSUs. | |
| Termination of Employment | ||
| Death or Disability | All unvested RSUs will vest and be issued and paid following the date of such death or disability. | |
| Retirement (as defined in the award agreement) | If Retirement occurs after January 1, 2027, all RSUs will vest and be issued and paid following the normal Vesting Dates. (The earliest date that Ms. Hemmer will potentially be eligible for Retirement is October 2027.) | |
| Involuntary Termination without Cause | RSUs equal to the total number of unvested RSUs, prorated based on the portion of the entire three-year vesting period that the employee was employed, will vest and be issued and paid following the normal Vesting Dates. | |
| Resignation; Involuntary Termination for Cause | All unvested RSUs are forfeited. | |
| Involuntary Termination without Cause following a Change in Control | All unvested RSUs will vest and be issued and paid following the normal Vesting Dates. | |
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The above description is qualified in its entirety by reference to the RSU award agreement that is Exhibit 10.1 to this report and incorporated herein by reference. A copy of the press release announcing the developments disclosed in this Form 8-K is Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Index
| Exhibit Number | Description | |
| 10.1 | Form of 2026 Long Term Incentive Compensation RSU Award Agreement (incorporated by reference to Exhibit 10.4 to Form 10-Q for the quarter ended March 31, 2026). | |
| 99.1 | Press Release dated May 13, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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, hereunto duly authorized.
| WASTE MANAGEMENT, INC. | ||
| Date: May 13, 2026 | By: | /s/ Charles C. Boettcher |
| Charles C. Boettcher | ||
| Executive Vice President and Chief Legal Officer | ||