secwatch / observer
8-K filed May 17, 2024, 7:59 PM ET ticker WM CIK 0000823768
other material confidence high sentiment neutral materiality 0.40

Waste Management shareholders approve officer exculpation amendment; elect directors

WASTE MANAGEMENT INC

item 5.03item 5.07item 9.01

Machine-readable event card

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WASTE MANAGEMENT INC
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JSON Markdown Plain text

Source-grounded claims

983fad2aaafef95b3ccb6ebf7e3d75e166836b4a

WASTE MANAGEMENT INC: Stockholders approved an amendment to the Third Restated Certificate of Incorporation to provide for officer exculpation and to simplify the director exculpation provision by referencing the Delaware General Corporation Law as amended from time to time (effective 2024-05-14).

At the Annual Meeting of Stockholders of Waste Management, Inc. (the “Company”) held on May 14, 2024 (the “Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s Third Restated Certificate of Incorporation (the “Certificate”) to eliminate or limit the personal liability of certain officers for monetary damages associated with claims of breach of the duty of care in certain instances (referred to as “exculpation”) as permitted by the Delaware General Corporation Law (“DGCL”) and also simplify the existing exculpation provision related to directors of the Company set forth in the Certificate by referring to the DGCL as the same exists or may hereafter be amended instead of specifying each instance where exculpation for directors is currently not available under the DGCL (the “Charter Amendment”).

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

3f768838aa0ad97d897a0250317e7a0f2a2cc027

WASTE MANAGEMENT INC shareholders approved Election of nine director nominees.

1. Election to the Company’s Board of Directors of the following nine director nominees: Name For Against Abstentions Broker Non-Votes Thomas L. Bené 298,944,012 3,021,689 358,398 42,325,852 Bruce E. Chinn 298,749,747 3,215,839 358,513 42,325,852 James C. Fish, Jr. 298,860,021 3,107,616 356,462 42,325,852 Andrés R. Gluski 292,489,565 9,478,223 356,311 42,325,852 Victoria M. Holt 286,998,734 14,975,886 349,479 42,325,852 Kathleen M. Mazzarella 292,298,272 9,669,679 356,148 42,325,852 Sean E. Menke 293,876,225 8,091,150 356,724 42,325,852 William B. Plummer 295,627,666 6,339,435 356,998 42,325,852 Maryrose T. Sylvester 293,209,573 8,778,902 335,624 42,325,852

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

a7a61eb0677b92354782a6cae30c0bd5cff54f78

WASTE MANAGEMENT INC shareholders approved Advisory vote to approve executive compensation.

3. Approval, on an advisory basis, of the Company’s executive compensation as described in the Company’s 2024 proxy statement: For Against Abstentions Broker Non-Votes 279,746,494 21,569,162 1,008,443 42,325,852

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

dde2839cccbc607a84dc461b920a0e9a2c71dec9

WASTE MANAGEMENT INC shareholders approved Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 at the 2024-12-31 meeting.

2. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024: For Against Abstentions 327,464,750 16,486,752 698,449

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

f7387f9ec16cbe039be25e928a18d282eea0b14f

WASTE MANAGEMENT INC shareholders approved Amendment to the Certificate of Incorporation to Provide for Officer Exculpation.

4. Approval of an Amendment to the Certificate of Incorporation to Provide for Officer Exculpation: For Against Abstentions Broker Non-Votes 266,220,807 35,233,110 870,182 42,325,852

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

Comparable filings

LKQ

LKQ stockholders approve 25% special meeting right; all director nominees elected

LKQ CORP May 8, 2026, 7:59 PM ET other_material Items 5.03, 5.07, 9.01

same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

At the Annual Meeting of Stockholders of Waste Management, Inc. (the “Company”) held on May 14, 2024 (the “Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s Third Restated Certificate of Incorporation (the “Certificate”) to eliminate or limit the personal liability of certain officers for monetary damages associated with claims of breach of the duty of care in certain instances (referred to as “exculpation”) as permitted by the Delaware General Corporation Law (“DGCL”) and also simplify the existing exculpation provision related to directors of the Company set forth in the Certificate by referring to the DGCL as the same exists or may hereafter be amended instead of specifying each instance where exculpation for directors is currently not available under the DGCL (the “Charter Amendment”).

Comparable filing

the Company’s stockholders, upon the recommendation of the Company’s board of directors (the “Board”), approved an amendment (the “Charter Amendment”) to the Company’s Restated Certificate of Incorporation to provide stockholders holding a combined 25% or more of the Company’s common stock with the right to request a special meeting of stockholders.

Filing page SEC filing

AEIS

AEIS stockholders approve doubling of authorized shares to 140M and expansion of equity plan to 4.9M shares

ADVANCED ENERGY INDUSTRIES INC May 8, 2026, 7:59 PM ET other_material Items 5.02, 5.07, 5.03, 9.01

same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

At the Annual Meeting of Stockholders of Waste Management, Inc. (the “Company”) held on May 14, 2024 (the “Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s Third Restated Certificate of Incorporation (the “Certificate”) to eliminate or limit the personal liability of certain officers for monetary damages associated with claims of breach of the duty of care in certain instances (referred to as “exculpation”) as permitted by the Delaware General Corporation Law (“DGCL”) and also simplify the existing exculpation provision related to directors of the Company set forth in the Certificate by referring to the DGCL as the same exists or may hereafter be amended instead of specifying each instance where exculpation for directors is currently not available under the DGCL (the “Charter Amendment”).

Comparable filing

the amendment increases the number of authorized shares of common stock from 70,000,000 shares to 140,000,000 shares. The amendment became effective upon the filing of a Certificate of Amendment to the Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on May 7, 2026.

Filing page SEC filing

ENTG

Entegris shareholders eliminate supermajority voting; all directors elected

ENTEGRIS INC May 8, 2026, 7:59 PM ET other_material Items 5.03, 5.07, 9.01

same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

At the Annual Meeting of Stockholders of Waste Management, Inc. (the “Company”) held on May 14, 2024 (the “Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s Third Restated Certificate of Incorporation (the “Certificate”) to eliminate or limit the personal liability of certain officers for monetary damages associated with claims of breach of the duty of care in certain instances (referred to as “exculpation”) as permitted by the Delaware General Corporation Law (“DGCL”) and also simplify the existing exculpation provision related to directors of the Company set forth in the Certificate by referring to the DGCL as the same exists or may hereafter be amended instead of specifying each instance where exculpation for directors is currently not available under the DGCL (the “Charter Amendment”).

Comparable filing

On February 5, 2026, the Board approved the adoption of the Amended and Restated By-Laws of the Company to conform to the Second Amended and Restated Certificate of Incorporation. The Board’s approval of the Amended and Restated By-Laws was contingent upon the stockholders’ approval of the Second Amended and Restated Certificate of Incorporation. The Amended and Restated By-Laws became effective on May 7, 2026.

Filing page SEC filing

MAN

ManpowerGroup declares $0.72 dividend; shareholders approve equity plan amendment and director removal without cause

ManpowerGroup Inc. May 8, 2026, 7:59 PM ET other_material Items 5.02, 5.03, 5.07, 8.01, 9.01

same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

At the Annual Meeting of Stockholders of Waste Management, Inc. (the “Company”) held on May 14, 2024 (the “Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s Third Restated Certificate of Incorporation (the “Certificate”) to eliminate or limit the personal liability of certain officers for monetary damages associated with claims of breach of the duty of care in certain instances (referred to as “exculpation”) as permitted by the Delaware General Corporation Law (“DGCL”) and also simplify the existing exculpation provision related to directors of the Company set forth in the Certificate by referring to the DGCL as the same exists or may hereafter be amended instead of specifying each instance where exculpation for directors is currently not available under the DGCL (the “Charter Amendment”).

Comparable filing

the Board of Directors of the Company amended Section 3.3 of Article III of the Company’s Amended and Restated By-Laws (the “ By-Laws Amendment ”) to permit the removal of a director with or without cause by the affirmative vote of two-thirds of the outstanding shares of capital stock of the Company entitled to vote at a meeting of shareholders duly called for such purpose. The effective date of the By-Laws Amendment is May 8, 2026.

Filing page SEC filing

TCMD

Tactile Systems shareholders approve director removal amendment, re-elect all directors

TACTILE SYSTEMS TECHNOLOGY INC May 7, 2026, 7:59 PM ET other_material Items 5.03, 5.07, 9.01

same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

At the Annual Meeting of Stockholders of Waste Management, Inc. (the “Company”) held on May 14, 2024 (the “Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s Third Restated Certificate of Incorporation (the “Certificate”) to eliminate or limit the personal liability of certain officers for monetary damages associated with claims of breach of the duty of care in certain instances (referred to as “exculpation”) as permitted by the Delaware General Corporation Law (“DGCL”) and also simplify the existing exculpation provision related to directors of the Company set forth in the Certificate by referring to the DGCL as the same exists or may hereafter be amended instead of specifying each instance where exculpation for directors is currently not available under the DGCL (the “Charter Amendment”).

Comparable filing

on May 6, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation that sets forth the Amendment (the “Certificate of Amendment”).

Filing page SEC filing

FBIN

Fortune Brands shareholders approve removal of supermajority voting, board declassification

Fortune Brands Innovations, Inc. May 7, 2026, 7:59 PM ET other_material Items 5.03, 5.07, 9.01

same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

At the Annual Meeting of Stockholders of Waste Management, Inc. (the “Company”) held on May 14, 2024 (the “Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s Third Restated Certificate of Incorporation (the “Certificate”) to eliminate or limit the personal liability of certain officers for monetary damages associated with claims of breach of the duty of care in certain instances (referred to as “exculpation”) as permitted by the Delaware General Corporation Law (“DGCL”) and also simplify the existing exculpation provision related to directors of the Company set forth in the Certificate by referring to the DGCL as the same exists or may hereafter be amended instead of specifying each instance where exculpation for directors is currently not available under the DGCL (the “Charter Amendment”).

Comparable filing

On May 6, 2026, the Company filed with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation, the form of which was included as Appendix B to the Company's definitive Proxy Statement.

Filing page SEC filing

AUB

Atlantic Union shareholders approve removal of supermajority voting requirements

Atlantic Union Bankshares Corp May 6, 2026, 7:59 PM ET other_material Items 5.03, 5.07, 9.01

same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

At the Annual Meeting of Stockholders of Waste Management, Inc. (the “Company”) held on May 14, 2024 (the “Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s Third Restated Certificate of Incorporation (the “Certificate”) to eliminate or limit the personal liability of certain officers for monetary damages associated with claims of breach of the duty of care in certain instances (referred to as “exculpation”) as permitted by the Delaware General Corporation Law (“DGCL”) and also simplify the existing exculpation provision related to directors of the Company set forth in the Certificate by referring to the DGCL as the same exists or may hereafter be amended instead of specifying each instance where exculpation for directors is currently not available under the DGCL (the “Charter Amendment”).

Comparable filing

The Amended and Restated Articles were effective on May 6, 2026.

Filing page SEC filing

ABG

Asbury shareholders remove supermajority vote rules; reject special meeting proposal

ASBURY AUTOMOTIVE GROUP INC May 6, 2026, 7:59 PM ET other_material Items 5.03, 5.07, 9.01

same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

At the Annual Meeting of Stockholders of Waste Management, Inc. (the “Company”) held on May 14, 2024 (the “Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s Third Restated Certificate of Incorporation (the “Certificate”) to eliminate or limit the personal liability of certain officers for monetary damages associated with claims of breach of the duty of care in certain instances (referred to as “exculpation”) as permitted by the Delaware General Corporation Law (“DGCL”) and also simplify the existing exculpation provision related to directors of the Company set forth in the Certificate by referring to the DGCL as the same exists or may hereafter be amended instead of specifying each instance where exculpation for directors is currently not available under the DGCL (the “Charter Amendment”).

Comparable filing

(ii) Section 8.01 of Article VIII of the Company’s By-Laws were amended by replacing the 80% supermajority vote requirement with a majority vote requirement.

Filing page SEC filing

Source: SEC EDGAR
accession 0001104659-24-063047
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