8-KLeadership ChangesExhibits & Filings

WASTE MANAGEMENT INC 8-K Report, Executive Changes (Jul 18, 2007)

Filed July 18, 2007For Securities:WM

Summary

Waste Management, Inc. (WM) filed an 8-K report on July 18, 2007, to disclose the execution of an employment agreement with Brett W. Frazier, Senior Vice President — Eastern Group, effective July 13, 2007. This agreement details Mr. Frazier's compensation, benefits, and severance provisions, which are material to understanding executive compensation and potential liabilities for the company. The agreement outlines a two-year initial term with automatic one-year renewals, a minimum base salary of $425,000, and a target annual bonus of 85% of his base salary, with a potential range from 0% to 170%. The filing also specifies generous severance packages in the event of termination without cause, particularly in connection with a change in control, and includes restrictive covenants such as non-compete and non-solicitation clauses for two years post-employment. Investors should note the terms of executive compensation and the financial implications of potential severance payouts.

Key Highlights

  • 1Waste Management, Inc. has entered into a new employment agreement with Brett W. Frazier, Senior Vice President — Eastern Group.
  • 2The agreement has an initial term of two years, with automatic one-year renewals.
  • 3Mr. Frazier's minimum base salary is set at $425,000 annually.
  • 4He is eligible for an annual bonus with a target of 85% of his base salary, ranging from 0% to 170% based on performance.
  • 5Significant severance packages are detailed for termination without cause (two times base salary and target bonus) and for termination without cause/good reason during a change in control (three times base salary and target bonus, extended benefits).
  • 6Restrictive covenants, including non-compete and non-solicitation clauses, are in place for two years following employment termination.
  • 7The agreement is subject to the company's Executive Severance Policy, with a cap on total severance payments.

Frequently Asked Questions

The primary purpose of this 8-K filing is to disclose the details of an employment agreement entered into between Waste Management, Inc. and its Senior Vice President — Eastern Group, Brett W. Frazier, on July 13, 2007.

Mr. Frazier's compensation includes a minimum base salary of $425,000 per year, an annual bonus with a target of 85% of his base salary (ranging from 0% to 170% based on performance), and various perquisites like an automobile allowance and financial planning services.

If terminated without cause, Mr. Frazier is entitled to cash payments equal to two times his base salary and target bonus, continued health benefits, and a pro-rated bonus. In the event of a change in control where he is terminated without cause or leaves for good reason, the cash payment increases to three times his base salary and target bonus, and benefits continue for three years.

Yes, the agreement includes restrictive covenants that prohibit Mr. Frazier from competing with the Company or soliciting its customers or employees for a period of two years after his employment terminates. He is also restricted from disparaging the Company.