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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 29, 2006
Waste Management, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or Other Jurisdiction of Incorporation)
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1-12154
(Commission File Number)
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73-1309529
(IRS Employer Identification No.) |
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| 1001 Fannin, Suite 4000 Houston, Texas
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77002 |
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(Zip Code) |
Registrant’s Telephone number, including area code: (713) 512-6200
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On June 29, 2006, the Board of Directors of Waste Management, Inc. (the “Company”) elected
Patrick W. Gross as a member of the Board. Mr. Gross will serve as a member of the Board’s Audit
and Nominating and Governance Committees. Mr. Gross is Chairman of The Lovell Group, a private
business and technology advisory and investment firm, which he joined in October 2002. Mr. Gross is
a founder of, and served in a variety of positions from 1970 to 2002 at, American Management
Systems, Inc., an information technology consulting, software development, and systems integration
firm. He is a director of Capital One Financial Corporation, Career Education Corporation, Mobius
Management Systems, Inc. and Liquidity Services, Inc.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Also on June 29, 2006, the Board of Directors adopted amendments to the Company’s Bylaws,
effective as of that date, to update, clarify and correct provisions to ensure consistency with
Delaware law and current practice. The substantive amendments include (i) setting the number of
directors at no fewer than six and no more than ten; (ii) clarifying that the Management Succession
and Compensation Committee (f/k/a the Compensation Committee) is responsible for setting the
compensation of the Company’s executive officers; (iii) clarifying that the power of the Chief
Executive Officer and the President to remove certain officers without approval of the Board of
Directors is limited; and (iv) revising the indemnification provisions to provide that
indemnification by the Company is only mandatory with respect to officers and directors. A copy of
the amended and restated Bylaws is attached hereto as Exhibit 3.2.
Item 9.01 Financial Statements and Exhibits
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| Exhibit No. |
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Description |
3.2
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Amended and Restated Bylaws |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused
this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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WASTE MANAGEMENT, INC.
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| Date: July 6, 2006 |
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/s/ Rick L Wittenbraker
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Rick L Wittenbraker |
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Senior Vice President |
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Exhibit List
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| Exhibit No. |
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Description |
3.2
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Amended and Restated Bylaws |