8-KLeadership ChangesExhibits & Filings

WASTE MANAGEMENT INC 8-K Report, Executive Changes (Jul 5, 2012)

Filed July 5, 2012For Securities:WM

Summary

Waste Management, Inc. (WM) filed a Form 8-K on July 5, 2012, to report a significant change in its senior finance leadership. Steven C. Preston, Executive Vice President – Finance, Recycling and Energy Services, has resigned to pursue CEO opportunities, with his departure effective August 1, 2012. He will remain with the company through the third quarter to ensure a smooth transition. Mr. Preston's resignation will be considered a voluntary termination without good reason, and he will not be eligible for a 2012 bonus and will forfeit unvested equity awards. In conjunction with Mr. Preston's departure, Waste Management has appointed James C. Fish, Jr. as the new Executive Vice President and Chief Financial Officer, effective upon Mr. Preston's resignation. Mr. Fish, a long-time WM employee since 2001 with extensive experience in financial planning, pricing, and various operational roles, will succeed Mr. Preston as the principal financial officer. The company also outlined Mr. Fish's new compensation package, including a base salary, bonus target, and a significant equity award comprising restricted stock units and stock options, with specific vesting schedules and terms.

Key Highlights

  • 1Resignation of Steven C. Preston, EVP – Finance, Recycling and Energy Services, effective August 1, 2012, to pursue CEO opportunities.
  • 2Mr. Preston's departure is classified as a voluntary termination without good reason, resulting in forfeiture of unvested equity and ineligibility for the 2012 bonus.
  • 3Appointment of James C. Fish, Jr. as Executive Vice President and Chief Financial Officer, succeeding Mr. Preston.
  • 4Mr. Fish brings extensive internal experience with Waste Management since 2001.
  • 5Mr. Fish's new compensation package includes a $500,000 annual base salary and an 85% target annual bonus.
  • 6Mr. Fish will receive an equity award valued at $300,000, consisting of restricted stock units (RSUs) and stock options, with detailed vesting schedules.
  • 7Waste Management is holding a conference call and webcast to discuss the senior management change.

Frequently Asked Questions

Mr. Preston is leaving to pursue chief executive officer opportunities at another company. His resignation is effective August 1, 2012, though he will stay through the third quarter to ensure an orderly transition.

As his departure is classified as a voluntary termination without good reason, Mr. Preston will not be eligible for any bonus for the calendar year 2012. He will also forfeit all equity awards that are not vested by the time his employment terminates.

James C. Fish, Jr. has been appointed as the new Executive Vice President and Chief Financial Officer. Mr. Fish has been with Waste Management since 2001 and has held various senior positions in finance, pricing, and operations, most recently as Senior Vice President, Eastern Group.

Mr. Fish's new compensation includes an annual base salary of $500,000, a target annual bonus of 85% of his base salary (prorated for 2012), and an equity award valued at $300,000, composed of an equal value of restricted stock units and stock options with specific vesting terms.