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 12, 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 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting of Stockholders of Waste Management, Inc. (the “Company”) held on May 12, 2026, a total of 345,284,283 shares of the Company’s common stock, out of a total of 402,913,509 shares of common stock outstanding and entitled to vote, were present in person or represented by proxies. The items voted on by the Company’s stockholders and final vote results are set forth below. Each of the director nominees listed under item 1 were elected, and the Company’s stockholders approved the proposals in each of items 2, 3 and 4.
| 1. | Election to the Company’s Board of Directors of the following nine director nominees: |
| Broker | ||||||||
| Name | For | Against | Abstentions | Non-Votes | ||||
| Thomas L. Bené | 298,076,937 | 2,679,806 | 272,188 | 44,255,352 | ||||
| Bruce E. Chinn | 299,224,102 | 1,530,399 | 274,430 | 44,255,352 | ||||
| James C. Fish, Jr. | 298,876,351 | 1,896,186 | 256,394 | 44,255,352 | ||||
| Andrés R. Gluski | 287,458,467 | 13,306,133 | 264,331 | 44,255,352 | ||||
| Victoria M. Holt | 283,356,243 | 17,430,889 | 241,799 | 44,255,352 | ||||
| Kathleen M. Mazzarella | 292,290,728 | 7,907,126 | 831,077 | 44,255,352 | ||||
| Sean E. Menke | 295,773,278 | 4,985,161 | 270,492 | 44,255,352 | ||||
| William B. Plummer | 296,653,894 | 4,106,490 | 268,547 | 44,255,352 | ||||
| Maryrose T. Sylvester | 295,508,489 | 5,090,590 | 429,852 | 44,255,352 |
| 2. | Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026: |
| For | Against | Abstentions | ||
| 321,725,515 | 23,078,548 | 480,220 |
| 3. | Approval, on an advisory basis, of the Company’s executive compensation as described in the Company’s 2026 proxy statement: |
| For | Against | Abstentions | Broker Non-Votes | |||
| 281,781,929 | 18,039,768 | 1,207,234 | 44,255,352 |
| 4. | Approval to amend and restate the Company’s Employee Stock Purchase Plan to increase the number of shares authorized for issuance: |
| For | Against | Abstentions | Broker Non-Votes | |||
| 299,089,720 | 1,363,901 | 575,310 | 44,255,352 | |||
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Index
| Exhibit Number | Description | |
| 10.1 | Waste Management, Inc. Employee Stock Purchase Plan (As Amended and Restated Effective May 12, 2026) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 14, 2026 | By: | /s/ Charles C. Boettcher |
| Charles C. Boettcher | ||
| Executive Vice President and Chief Legal Officer | ||