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): July 13, 2007
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
(Address of Principal Executive Offices)
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77002
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers. |
On July 13, 2007, Waste Management, Inc. (the “Company”) entered into an employment agreement
with Brett W. Frazier, Senior Vice President — Eastern Group. The agreement is for a term of two
years, and automatically renews for successive one-year periods thereafter. During the employment
period, Mr. Frazier will be paid a minimum base salary of $425,000 per year and is entitled to a
bonus in accordance with the Company’s incentive compensation plan. Mr. Frazier’s target annual
bonus will be 85% of his base salary, although his actual bonus may range from 0 — 170% of his
base salary, depending on the achievement of certain performance goals. Mr. Frazier is entitled to
certain perquisites, including an annual automobile allowance, financial planning services, social
organization initiation fees and dues and an annual physical examination, and is entitled to
participate in or receive benefits under any and all plans and programs made available to executive
employees of the Company generally. Mr. Frazier also will receive transitional living allowance,
as described in the agreement, to compensate Mr. Frazier for his relocation to the Company’s
Eastern Group location.
In the event of the termination of Mr. Frazier’ employment by the Company, he will be entitled
to certain severance payments. Specifically, if Mr. Frazier is terminated without cause, in
addition to the benefits all employees receive, Mr. Frazier may receive cash payments equal to two
times his base salary and target bonus; continuation of all health and welfare plan benefits for
him and his family; and a pro-rated bonus payment for the year in which he is terminated. In the
event Mr. Frazier is terminated without cause or leaves the Company for good reason in connection
with a change in control, he generally is entitled to the same benefits that he would receive as
described for a termination without cause, except that his cash payment will be three times his
base salary and target bonus, benefits will continue for a period of three years and he will
receive 100% of the maximum bonus available, pro rated to the date of termination. In accordance
with the Company’s Executive Severance Policy, Mr. Frazier’ agreement provides that if the present
value of severance benefits payable under his agreement would exceed 2.99 times the sum of his then
current base salary and bonus (the “maximum severance amount”), the payments to Mr. Frazier will be
reduced to an amount not to exceed the maximum severance amount. In the event Mr. Frazier’
employment is terminated by reason of death or total disability, he generally will receive all
amounts accrued but unpaid at the date of termination, a pro rated bonus payment and any benefits
to which he is entitled pursuant to the plans, policies and arrangements of the Company in
accordance with their terms. Mr. Frazier’ agreement also states that if the Company, within one
year of termination of Mr. Frazier’ employment for any reason other than cause, determines that he
could have been terminated for cause, the Company shall have the right to stop any payments
otherwise payable and Mr. Frazier shall be obligated to repay to the Company any of the severance
benefits he received.
Mr. Frazier’ agreement also contains certain restrictive covenants, including covenants not to
compete or solicit Company customers or employees for a period of two years after the termination
of his employment, and a covenant not to disparage the Company.
Certain terms in this description, which is qualified in its entirety by the terms of the
employment agreement attached as an exhibit hereto, are defined in the employment agreement.