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): February 6, 2023

Waste Management, Inc.

(Exact Name of Registrant as Specified in Charter)

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:

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

On February 6, 2023, the Board of Directors (the “Board”) of Waste Management, Inc. (the “Company”) increased its size to ten members and elected Mr. Bruce E. Chinn as an additional member of the Board, effective as of February 10, 2023, with a term expiring at the 2023 annual meeting of stockholders (the “2023 Annual Meeting”). Mr. Chinn was also appointed to the Audit Committee of the Board.

Mr. Chinn, age 65, is President and Chief Executive Officer of Chevron Phillips Chemical Company LLC, a global petrochemical joint venture of Chevron U.S.A. Inc. and Phillips 66 Company, and a member of its board of directors.

Mr. Chinn will receive compensation for his service as a non-employee director of the Company as described in the Company’s Proxy Statement. Mr. Chinn will receive pro-rated compensation for the current six-month director compensation period ending July 15, 2023, consisting of (i) a stock award under the Company’s 2014 Stock Incentive Plan for the number of shares of Common Stock of the Company equal in fair market value to $70,200, rounded to the nearest full share, on the grant date of February 10, 2023 and (ii) a cash payment of $46,800.

Mr. Chinn will stand for re-election at the 2023 Annual Meeting. Director Thomas H. Weidemeyer has reached the retirement age set forth in the Company’s Corporate Governance Guidelines; therefore, he will not stand for re-election and his term as a director of the Company will expire at the 2023 Annual Meeting. The Board intends to reduce its size to nine members effective as of the expiration of Mr. Weidemeyer’s term.

A copy of the news release relating to this disclosure is furnished herewith as Exhibit 99.1.

(d) Exhibits

Exhibit Index 

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.