Summary
Waste Management, Inc. (WM) filed an 8-K on November 20, 2019, to report an amendment to its bylaws, effective November 19, 2019. The primary change is the adoption of a new bylaw (Section 2.16) that implements a proxy access provision. This provision allows qualifying shareholders to nominate director candidates and have them included in the company's proxy materials. This amendment is significant for investors as it provides a mechanism for shareholders to nominate directors, potentially increasing board accountability and reflecting shareholder interests more directly. The specific requirements for proxy access, including ownership thresholds and holding periods, are detailed within the amended bylaws, which are filed as an exhibit to this report.
Key Highlights
- 1Waste Management, Inc. amended its bylaws on November 19, 2019.
- 2The amendment introduces a proxy access provision (Section 2.16) allowing shareholders to nominate directors.
- 3Shareholders must own at least 3% of outstanding common stock continuously for at least three years to use proxy access.
- 4A shareholder or a group of up to 20 shareholders can collectively meet the 3% ownership requirement.
- 5The proxy access provision allows for the nomination of director candidates representing up to 20% of the Board or two individuals, whichever is greater.
- 6The company's Amended and Restated By-Laws, including the proxy access provision, are filed as Exhibit 3.2.
- 7Conforming changes were made to the bylaws to align with Delaware General Corporation Law and clarify provisions.