SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 1, 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
(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)) |
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On December 1, 2006, Waste Management, Inc. (the “Company”) entered into an employment
agreement with Jeff Harris, Senior Vice President — Midwest Group, effective as of March 30, 2006.
The Company announced in March of this year that it had named Mr. Harris, who has been with the
Company since 1999 and most recently served as Area Vice President in charge of the Michigan, SW
Ontario and Greater Toronto Market Areas, as Senior Vice President — Midwest Group.
The agreement is for a term of two years, and automatically renews for successive one-year
periods thereafter. During the employment period, Mr. Harris shall be paid a minimum base salary
of $435,000 per year and shall be entitled to a bonus in accordance with the Company’s incentive
compensation plan. Mr. Harris shall have a target annual bonus of 85% of his base salary, although
his actual bonus may range from 0 — 170% of his base salary, depending on the achievement of
certain personal and corporate performance goals. Additionally, Mr. Harris shall be entitled to
certain perquisites, including an annual automobile allowance, financial planning services, social
organization initiation fees and dues and an annual physical examination. Mr. Harris shall also be
entitled to participate in or receive benefits under any and all plans and programs made available
to executive employees of the Company generally.
In the event of the termination of Mr. Harris’ employment by the Company, he will be entitled
to certain severance payments. Specifically, if Mr. Harris is terminated without cause, in
addition to the benefits all employees receive, including all accrued but unpaid base salary and
payments under applicable Company plans, policies and arrangements, Mr. Harris generally is
entitled to 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 for the lesser of two years, his death or
until he becomes covered by a subsequent employer; and a pro-rated bonus payment for the year in
which he is terminated. In the event Mr. Harris 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. Harris’ agreement
provides that if the present value of severance benefits payable under his agreement (excluding
certain amounts, including the value of accelerated vesting or payment
of outstanding equity awards, as described in 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. Harris will be reduced
to an amount not to exceed the maximum severance amount. In the event Mr. Harris’ 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. Harris’ 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.
The terms “cause,” “good reason,” and “total disability” are all defined in Mr. Harris’
employment agreement, which is attached as exhibit 10.1 hereto.