WM Waste Management

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 8, 2022, the Board of Directors of Waste Management, Inc. (the “Company”) approved and adopted the amended and restated by-laws of the Company (the “Amended and Restated By-laws”).

The Amended and Restated By-laws address the new universal proxy rules under Rule 14a-19 of the Securities Exchange Act of 1934, as amended (“Rule 14a-19”), by, among other things, providing that: (i) a stockholder who submits a director nomination notice must also make a representation as to whether such stockholder intends to solicit proxies in support of its proposed nominee in accordance with Rule 14a-19 and (ii) if the stockholder provides notice pursuant to Rule 14a-19 with respect to a proposed nominee and subsequently fails to comply with requirements of Rule 14a-19, the Company will disregard the nomination of the proposed nominee.

The Amended and Restated By-laws also amend Section 2.13 “Stockholder Proposals” and Section 2.14 “Nomination of Directors” to require that a stockholder update and supplement certain information required by those sections to be included in the stockholder’s notice as of the record date for the applicable meeting and a date prior to the applicable meeting.

The Amended and Restated By-laws also include revisions to align with recent amendments to the General Corporation Law of the State of Delaware (“DGCL”) including updating the procedural mechanics with respect to adjourned meetings of stockholders and the availability of the list of stockholders entitled to vote at a meeting of stockholders. Finally, the Amended and Restated By-laws incorporate minor administrative changes and other clarifications intended to conform to recent amendments to the DGCL.

The above description is qualified in its entirety by reference to the Amended and Restated By-Laws, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.