SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| 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 | ||