8-KMaterial AgreementsOther EventsExhibits & Filings

WASTE MANAGEMENT INC 8-K Report, Material Agreement (Oct 26, 2004)

Filed October 26, 2004For Securities:WM

Summary

Waste Management, Inc. (WM) filed an 8-K on October 26, 2004, reporting on significant changes in executive employment agreements. The most notable updates involve new employment agreements for Robert G. Simpson (SVP and CFO) and Duane C. Woods (SVP - Western Group), reflecting their recent promotions and formalizing their roles. Furthermore, the company amended existing employment agreements for several key executives. These amendments primarily establish a defined window (six months before or two years after a Change in Control) for executives to receive severance pay in specific termination scenarios (termination with Good Reason or termination without Cause in connection with a Change in Control). This clarifies and potentially limits the conditions under which such payments can be triggered, impacting executive compensation structures tied to corporate control events.

Key Highlights

  • 1New employment agreements established for Senior Vice President and Chief Financial Officer, Robert G. Simpson, and Senior Vice President – Western Group, Duane C. Woods, effective October 20, 2004.
  • 2These new agreements reflect the executives' recent promotions within the Company.
  • 3Amendments were made to existing employment agreements for several executives, including Messrs. Caldwell, Damico, Felago, Hopkins, LaValley, Trevethan, Williams, Wittenbraker, Lowell, Myers, Pio, and Ragiel.
  • 4Key amendments define a specific time period (six months prior to or two years after a Change in Control) for executives to be eligible for severance compensation upon termination with Good Reason or termination without Cause in connection with a Change in Control.
  • 5Ms. Caddell's agreement was amended to modify the definition of 'voluntary retirement' for certain perquisites and to align the 'Change in Control' definition with other executives.
  • 6Amendments were also made to the employment agreements of Messrs. Steiner (CEO) and O’Donnell (President and COO) to reflect their updated titles, salaries, and target bonuses, and to incorporate the same Change in Control severance timing provisions.
  • 7The filing also includes the related Employment Agreements as exhibits.

Frequently Asked Questions

This 8-K filing primarily announces material definitive agreements related to executive employment. Specifically, it details new employment agreements for two key executives and amendments to the employment agreements of several other executives.

The amendments introduce a specific timeframe for severance eligibility in cases of termination with Good Reason or termination without Cause related to a Change in Control. Executives must now be terminated within a window of six months before or two years after a Change in Control event to qualify for these specific severance payments. Previously, the agreements did not have such a defined time limit for change-in-control severance.

The new employment agreements are with Robert G. Simpson, who was promoted to Senior Vice President and Chief Financial Officer, and Duane C. Woods, who was promoted to Senior Vice President – Western Group.

Yes, the employment agreements for Mr. Steiner (CEO) and Mr. O'Donnell (President and COO) were amended. These amendments update their titles, salaries, and target bonus provisions to reflect their current roles and also incorporate the new Change in Control severance timing provisions.