Waste Management Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 21, 2025, the Management Development and Compensation Committee of the Board of Directors of Waste Management, Inc. (the “Company”) approved a one-time retention award (the “Award”) of restricted stock units (“RSUs”) with a value of $2,100,000 to Ms. Tara J. Hemmer, Senior Vice President and Chief Sustainability Officer, under the Company’s 2023 Stock Incentive Plan. The Award will be granted to Ms. Hemmer on September 2, 2025, and the number of RSUs granted to Ms. Hemmer on such date will be calculated by dividing the Award 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” | 50%
on the second anniversary of grant 50% 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) | Ms. Hemmer will not be Retirement eligible until reaching age 55 in October 2027. If Retirement occurs after such date, but before the final Vesting Date, then the remaining 50% of the RSUs will vest but will be issued and paid following the final Vesting Date. | |
| 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 Ms. Hemmer 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. | |
The above description is qualified in its entirety by reference to the form of RSU award agreement that is Exhibit 10.1 to this report and incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Index
| Exhibit
Number | Description | |
| 10.1 | Form of 2025 Long Term Incentive Compensation RSU Award Agreement for Tara Hemmer Retention Award. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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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: August 27, 2025 | By: | /s/ Charles C. Boettcher |
| Charles C. Boettcher | ||
| Executive Vice President and Chief Legal Officer |