Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Annual Meeting of Stockholders of Waste Management, Inc. (the "Company") held on May 9, 2023 (the "Annual Meeting"), the Company's stockholders approved the 2023 Stock Incentive Plan ("2023 Plan"). The 2023 Plan had been previously approved by the Company's Board of Directors, subject to stockholder approval. The Company did not approve any additional shares of the Company's common stock for issuance under the 2023 Plan; instead, 15,160,725 shares that were previously approved by the Company's stockholders for issuance under the Company's 2014 Stock Incentive Plan ("2014 Plan") and remained available for issuance, as of May 9, 2023, shall be reserved for issuance pursuant to awards under the 2023 Plan. Additionally, any shares of the Company's common stock that were subject to outstanding awards under the 2014 Plan, as of May 9, 2023, that subsequently cease to be subject to such awards as a result of the forfeiture, cancellation or termination of such awards will become available for issuance under the 2023 Plan. The 2023 Plan authorizes the following types of awards to be made to employees, including executive officers, of the Company or its affiliates and non-employee directors: incentive stock options; options that do not constitute incentive stock options; restricted stock awards; restricted stock unit awards; phantom stock awards; bonus stock awards; cash awards; and other stock-based awards.

A description of the material terms of the 2023 Plan is set forth under the heading "Approval of 2023 Stock Incentive Plan (Item 5 on the Proxy Card)" in the Company's definitive proxy statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission on March 28, 2023 and is incorporated herein by reference. The foregoing is qualified by reference to the full text of the 2023 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is also incorporated herein by reference.




Item 5.07.        Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, a total of 351,338,360 shares of the Company's common stock, out of a total of 406,767,204 shares of common stock outstanding and entitled to vote, were present in person or represented by proxies. The items set forth below were voted on by the Company's stockholders. 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 5. With respect to item 4, the stockholders recommended that future non-binding advisory votes on executive compensation be conducted annually. Final vote results are as follows:

1. Election to the Company's Board of Directors of the following nine director


    nominees:




                                                                          Broker
         Name                For          Against       Abstentions     Non-Votes
    Bruce E. Chinn       307,373,741      665,333         420,421       42,878,865
  James C. Fish, Jr.     305,091,092     2,960,485        407,918       42,878,865
   Andrés R. Gluski      299,778,330     8,278,795        402,370       42,878,865

Victoria M. Holt 300,305,002 7,767,487 387,006 42,878,865 Kathleen M. Mazzarella 298,370,433 9,705,180 383,882 42,878,865

Sean E. Menke 304,078,362 3,958,940 422,193 42,878,865

William B. Plummer 303,225,459 4,812,750 421,286 42,878,865

John C. Pope 292,049,805 15,993,395 416,295 42,878,865 Maryrose T. Sylvester 302,902,398 5,178,415 378,682 42,878,865

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, 2023:




    For          Against       Abstentions
334,478,144     16,201,638       658,578

3. Approval, on an advisory basis, of the Company's executive compensation as


    described in the Company's 2023 proxy statement:




    For          Against       Abstentions     Broker Non-Votes
289,678,028     17,715,298      1,066,169         42,878,865

4. Recommendation, on an advisory basis, of the frequency of future advisory

votes on the Company's executive compensation:






  1 Year        2 Years      3 Years      Abstentions     Broker Non-Votes
302,329,846     740,581     4,753,082       635,986          42,878,865

In consideration of these results, the Company will follow the recommendation to hold the non-binding advisory vote on executive compensation annually until the next stockholder vote on the frequency of such vote.

5. Approval of the Company's 2023 Stock Incentive Plan:






    For          Against       Abstentions     Broker Non-Votes
289,736,055     17,959,277       764,163          42,878,865

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