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

Waste Management, Inc.

Delaware (State or Other Jurisdiction of Incorporation)		1-12154 (Commission File Number)		73-1309529 (IRS Employer Identification No.)

1001 Fannin, Suite 4000 Houston, Texas (Address of Principal Executive Offices)		77002 (Zip Code)

Registrant’s Telephone number, including area code: (713) 512-6200

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.02(e) Compensatory Arrangements of Certain Officers

     Effective March 9, 2010, the Management Development and Compensation Committee (the “Committee”) of the Board of Directors of Waste Management, Inc. (the “Company”) granted equity awards under the Company’s 2009 Stock Incentive Plan (the “Plan”) to each of the Company’s named executive officers. The awards were made pursuant to the Company’s annual grant of equity compensation awards to eligible employees.

     Each of the named executive officers, David P. Steiner, Chief Executive Officer; Lawrence O’Donnell, III, President and Chief Operation Officer; Robert G. Simpson, Chief Financial Officer; James E. Trevathan, Senior Vice President — Southern Group; and Duane C. Woods, Senior Vice President — Western Group, received performance share units and stock options. The target number of performance share units granted to each of the named executive officers is as follows: Mr. Steiner — 69,612; Mr. O’Donnell — 26,543; Mr. Simpson — 17,536; Mr. Trevathan — 10,864; and Mr. Woods — 10,864. The material terms of the performance share units are described below:

PSUs
Performance Calculation Date (“PCD”)		As of December 31, 2012; award (if any) paid out after completion of the audit of the Company’s 2012 year-end financial statements and certification by the Committee of actual level of achievement (“payment date”).
Performance Measure		Return on invested capital.
Range of Possible Awards		0 — 200% of targeted amount, based on actual results achieved.
Death or Disability before PCD		Payable on payment date as if participant had remained an active employee through PCD.
Voluntary Termination before PCD		Immediate forfeiture.
Involuntary Termination other than for Cause or Qualifying Retirement before PCD		Payable on payment date based on actual results, prorated based on portion of performance period completed prior to termination of employment.
Change in Control before PCD		Performance measured at the end as of the fiscal quarter immediately prior to the change in control and paid on prorated basis on actual results achieved up to such date. Thereafter, participant also receives a replacement award generally equal to the number of restricted stock units in the successor entity equal to the

		number of PSUs that would have been earned had no change in control occurred and target performance levels had been met from the time of the change of control through December 31, 2012, converted for any conversion factors in the change in control transaction. The new restricted stock units in the successor entity would vest on December 31, 2012.

     The Committee also granted stock options to purchase the following number of shares of the Company’s common stock: Mr. Steiner — 331,008; Mr. O’Donnell — 126,213; Mr. Simpson — 83,383; Mr. Trevathan — 51,657; and Mr. Woods — 51,657. The material terms of the stock options are described below:

Stock Options
Vesting Schedule		25% on first anniversary 25% on second anniversary 50% on third anniversary.
Term		10 years from date of grant.
Exercise Price		Fair Market Value on date of grant.
Termination of Employment

		Death or Disability		All options immediately vest and remain exercisable for one year; but in no event later than the original term.
		Qualifying Retirement		Continued vesting and exercisability for three years; but in no event later than the original term.
		Involuntary Termination other than for Cause		All options that are then vested are exercisable for 90 days; but in no event later than the original term.
		Involuntary Termination for Cause		All options are forfeited, whether or not then exercisable.
		Involuntary Termination or Resignation for Good Reason following a Change in Control		All options immediately vest and remain exercisable for one year; but in no event later than the original term.

     The forms of award agreements for the performance share units and the stock options are filed as exhibits to this Form 8-K and the descriptions of the material terms of the awards are qualified in their entirety by reference to the award agreements.

Item 9.01 Financial Statements and Exhibits

10.1 — Form of 2010 PSU Award Agreement
10.2 — Form of 2010 Stock Option Award Agreement

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.