As filed with the Securities and Exchange Commission on
May 16, 2023
Registration No. 333-195980
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to FORM S-8
Registration Statement No. 333- 195980
UNDER THE SECURITIES ACT OF 1933
WASTE MANAGEMENT, INC.
(Exact name of Registrant as specified in its charter)
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Delaware |
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73-1309529 |
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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800 Capitol Street, Suite 3000
Houston, Texas 77002
(713) 512-6200
(Address, including zip code, and telephone number, including
area code of Registrant’s principal executive offices)
WASTE MANAGEMENT, INC. 2014 STOCK INCENTIVE PLAN
WASTE MANAGEMENT, INC. 2023 STOCK INCENTIVE PLAN
(Full titles of the Plans)
Charles C. Boettcher, Chief Legal Officer
Waste Management, Inc.
800 Capitol Street, Suite 3000
Houston, Texas 77002
(713) 512-6200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer or
a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large
accelerated filer |
x |
Accelerated
filer |
¨ |
| |
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| Non-accelerated
filer |
¨ (Do not check if
a smaller reporting company) |
Smaller
reporting company |
¨ |
EXPLANATORY NOTE
Waste Management Inc., a Delaware corporation (the “Registrant”),
previously filed its Registration Statement on Form S-8 (File
No. 333-195980) with the Securities and Exchange Commission
(the “Commission”) on May 15, 2014 (the “Prior Registration
Statement”) with respect to 24,942,050 shares of the
Registrant’s common stock, par value $0.01 per share (the “Common
Stock”), issuable under the Registrant’s 2014 Stock Incentive Plan
(the “2014 Plan”).
On May 9, 2023 (the “Approval Date”), the Registrant’s
stockholders approved the Registrant’s 2023 Stock Incentive Plan
(the “2023 Plan”) and, in connection therewith, no further awards
will be granted under the 2014 Plan. Pursuant to the terms of the
2023 Plan, 15,160,725 shares of Common Stock that were available
for issuance pursuant to future grants of awards under the 2014
Plan and any shares of Common Stock that were subject to
outstanding awards under the 2014 Plan as of the Approval Date that
subsequently cease to be subject to such awards as a result of the
forfeiture, cancellation or termination of such awards will become
available for issuance under the 2023 Plan (the “Rollover
Shares”).
The Company is filing this Post-Effective Amendment No. 1 to
Form S-8 pursuant to SEC Compliance and Disclosure
Interpretation 126.43 to amend the Prior Registration Statement to
register the offer of the Rollover Shares under the 2023 Plan (as
such shares would no longer be issuable under the 2014 Plan). For
avoidance of doubt, the Registrant is not registering any
additional shares of Common Stock that were not previously approved
by the Registrant’s stockholders as of the Approval Date and as
such no filing fee is required for this Post-Effective
Amendment.
Part I
INCORPORATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
As permitted by the rules of the Securities and Exchange
Commission (the “Commission”), this Registration Statement omits
the information specified in Part I of Form S-8. The
documents containing the information specified in Part I will
be delivered to the participants in the 2023 Plan, and have been
delivered to the participants in the 2014 Plan, as required by
Rule 428(b)(1) under the Securities Act. Such documents
are not being filed with the Commission as part of this
Registration Statement or as a prospectus or prospectus supplement
pursuant to Rule 424. These documents and the documents
incorporated by reference in this Post-Effective Amendment pursuant
to Item 3 of Part II hereof, taken together, constitute a
prospectus that meets the requirements of
Section 10(a) of the Securities Act.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, previously filed by the Registrant with
the Commission, are incorporated by reference herein and shall be
deemed to be a part hereof, except to the extent that information
therein is deemed furnished and not filed pursuant to securities
laws and regulations:
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a) |
The Registrant’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2022,
filed with the Commission on February 7, 2023; |
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b) |
The Registrant’s Quarterly Report on
Form 10-Q for the quarter ended March 31, 2023 filed with
the Commission on April 27, 2023; |
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c) |
The Registrant’s Current Reports on Form 8-K filed with
the Commission on February 6, 2023, February 13, 2023, March 10, 2023 and May 10, 2023 (excluding
Items 2.02 and 7.01, or corresponding information furnished under
Item 9.01 or included as an exhibit); and |
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d) |
The Registrant’s description of
Common Stock, incorporated by reference to Exhibit 4.9 to the
Registrant’s Annual Report on Form 10-K for the year ended
December 31, 2019. |
In addition, all documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Exchange Act, excluding any information furnished under Item 2.02
or Item 7.01 of any Current Report on Form 8-K and
corresponding information furnished under Item 9.01 or included as
an exhibit, prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities
offered have been sold or which deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained
in a document incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Courtney Tippy will issue an opinion regarding the validity of the
Registrant’s Common Stock offered hereby. Ms. Tippy is the
Registrant’s Vice President and Corporate Secretary. Ms. Tippy
currently owns less than .01% of the Registrant’s outstanding
Common Stock and is eligible to participate in the 2014 Plan and
the 2023 Plan.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the
“DGCL”) provides that a corporation may indemnify directors and
officers as well as other employees and individuals against
expenses (including attorneys’ fees), judgments, fines and amounts
paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation—a “derivative action”), if they acted in good faith and
in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal
actions or proceedings, had no reasonable cause to believe their
conduct was unlawful. A similar standard is applicable in the case
of derivative actions, except that indemnification only extends to
expenses (including attorneys’ fees) actually and reasonably
incurred in connection with the defense or settlement of such
action, and the DGCL requires court approval before there can be
any indemnification where the person seeking indemnification has
been found liable to the corporation.
The Registrant’s Certificate of Incorporation and By-laws require
that it provide indemnification to the maximum extent permitted
from time to time under DCGL, and upon request shall advance
expenses to any person who is or was a party or is threatened to be
made a party to any threatened, pending or completed action, suit,
proceeding or claim, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was or
has agreed to be a director or officer of the Registrant or any of
its direct or indirect subsidiaries or while such a director or
officer is or was serving at the request of the Registrant as a
director, officer, partner, trustee, employee or agent of any
corporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, against
expenses (including attorney’s fees and expenses), judgments,
fines, penalties and amounts paid in settlement incurred in
connection with the investigation, preparation to defend or defense
of such action, suit, proceeding or claim; provided, however, that
the Registrant is not required to indemnify or advance expenses to
any person in connection with any action, suit, proceeding, claim
or counterclaim initiated by or on behalf of such person. Such
indemnification is not be exclusive of other indemnification rights
arising under any By-laws, agreement, vote of directors or
stockholders or otherwise and shall inure to the benefit of the
heirs and legal representatives of such person. Additionally, the
Registrant has direct contractual obligations to provide
indemnification to each of the members of its Board of Directors
and each of its executive officers. These agreements provide
directors and executive officers with the same indemnification by
the Registrant as described above and assure directors and
executive officers that indemnification will continue to be
provided despite future changes in the By-laws of the
Registrant.
Section 102(b)(7) of the DGCL permits a corporation to
provide in its certificate of incorporation that a director of the
corporation shall not be personally liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty
as a director, except for liability (i) for any breach of the
director’s duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,
(iii) for payments of unlawful dividends or unlawful stock
repurchases, redemptions or other distributions, or (iv) for
any transaction from which the director derived an improper
personal benefit. The Registrant’s Certificate of Incorporation
provides that no director will be liable to the Registrant or its
stockholders for any breach of fiduciary duty, except as limited
under DGCL.
The Registrant’s directors and officers are covered by insurance
policies indemnifying against certain liabilities, including
certain liabilities arising under the Securities Act that might be
incurred by them in such capacities and against which the
Registrant may not indemnify them.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in this registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
Provided,
however, that paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required to
be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by
the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby further undertakes that,
for the purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant’s annual report pursuant
to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new
registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.
SIGNATURES AND POWER OF
ATTORNEY
The
Registrant. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all requirements for
filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston,
State of Texas on the 16th day of May, 2023.
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WASTE
MANAGEMENT, INC. |
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By: |
/s/ James C. Fish, Jr. |
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James
C. Fish, Jr. |
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President,
Chief Executive Officer and Director |
Each person whose signature appears below appoints James C.
Fish, Jr., Devina A. Rankin and Chuck C. Boettcher, and each
of them severally, as his or her true and lawful attorney or
attorneys-in-fact and agent or agents, each of whom shall be
authorized to act with or without the other, with full power of
substitution and resubstitution, for him or her and in his or her
name, place and stead in his or her capacity as a director or
officer or both, as the case may be, to sign a Registration
Statement on Form S-8 and any and all amendments to the
Registration Statement and all documents or instruments necessary
to comply with the Securities Act of 1933, as amended, and to file
the same with the Securities and Exchange Commission, with full
power and authority to each of said attorneys-in-fact and agents to
do and perform in the name and on behalf of each such director or
officer, or both, as the case may be, each and every act whatsoever
that is necessary, appropriate or advisable in connection with any
or all of the above-described matters and to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
them or their substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the
following persons in the capacities indicated on the 16th day of
May, 2023.
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Signature
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Title
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/s/ James C.
Fish, Jr.
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President,
Chief Executive Officer and Director |
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James
C. Fish, Jr. |
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(Principal
Executive Officer) |
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/s/ Devina A.
Rankin
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Executive
Vice President and Chief Financial |
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Devina
A. Rankin |
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Officer
(Principal Financial Officer) |
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/s/ John Carroll
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Vice
President and Chief Accounting Officer |
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John
Carroll |
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(Principal
Accounting Officer) |
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/s/ Bruce E. Chinn
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Director |
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Bruce
E. Chinn |
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/s/
Andrés R. Gluski
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Director |
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Andrés
R. Gluski |
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/s/ Victoria M.
Holt
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Director |
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Victoria
M. Holt |
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/s/ Kathleen M.
Mazzarella
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Chairman
of the Board and Director |
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Kathleen
M. Mazzarella |
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/s/ Sean E. Menke
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Director |
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Sean
E. Menke |
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/s/ William B.
Plummer
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Director |
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William
B. Plummer |
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/s/ John C. Pope
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Director |
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John
C. Pope |
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/s/ Maryrose T.
Sylvester
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Director |
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Maryrose
T. Sylvester |
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