Waste Management (WM) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 12, 2026, with nine director nominees up for election, ratification of Ernst & Young LLP as auditor, advisory vote on executive compensation, and amendment to the Employee Stock Purchase Plan (ESPP) to increase authorized shares.

• Proxy materials are available online, and shareholders can vote via internet, phone, or mail; a majority of outstanding shares is required for quorum and proposal approval.

• The company emphasizes a people-first, technology-led strategy, with sustainability and environmental stewardship embedded in operations.

Voting matters and shareholder proposals

• Proposals include election of directors, auditor ratification, advisory say-on-pay, and ESPP amendment.

• Majority vote required for director election; abstentions and broker non-votes have defined effects on outcomes.

• Shareholder proposals for the 2027 meeting must be submitted by December 1, 2026, with advance notice and proxy access procedures detailed.

Board of directors and corporate governance

• Board consists of nine members, eight of whom are independent; leadership structure separates Chair and CEO roles.

• Non-Executive Chair presides over meetings and serves on all committees; board diversity includes gender and racial/ethnic representation.

• Committees: Audit, Management Development & Compensation (MD&C), and Nominating & Governance, each with defined responsibilities and annual performance reviews.

• Board refreshment supported by retirement age policy and regular evaluation of director skills and diversity.