Form 8-K

8-K — WASTE MANAGEMENT INC

Accession: 0001104659-26-059860

Filed: 2026-05-13

Period: 2026-05-08

CIK: 0000823768

SIC: 4953 (REFUSE SYSTEMS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — tm2614440d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2614440d1_ex99-1.htm)

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0000823768

WASTE MANAGEMENT INC

0000823768

2026-05-08

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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): May 8, 2026

Waste

Management, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

1-12154

73-1309529

(State

or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

800

Capitol Street, Suite

3000, Houston,

Texas

77002

(Address

of Principal Executive Offices)

(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:

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of

the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common

Stock, $0.01 par value

New

York Stock Exchange

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨

Item 5.02 Departure of Directors or Certain

Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retirement of Mr. Carrasco

May 8, 2026, Mr. Rafael E. Carrasco, Senior Vice President, Enterprise Strategy and President, WM Healthcare Solutions of Waste Management, Inc.

(the “Company”), provided notice of his decision to retire as of July 17, 2026. The Company is grateful to Mr. Carrasco for

his 10 years of dedicated service to the Company in a range of operational leadership roles, including his recent leadership over the

Stericycle, Inc. acquisition and the successful integration and development of the Company’s healthcare solutions business.

Promotion of Ms. Hemmer

May 13, 2026, the Company announced that its Board of Directors (the “Board”) has promoted Ms. Tara J. Hemmer to the position

of Executive Vice President and Chief Operating Officer, reporting to President John J. Morris, Jr. Mr. Morris voluntarily resigned from

the position of Chief Operating Officer. Ms. Hemmer, age 53, has served as the Company’s Senior

Vice President and Chief Sustainability Officer since 2021. Ms. Hemmer does not have any interest in transactions required to be

disclosed pursuant to Item 404(a) of Regulation S-K.

connection with Ms. Hemmer’s promotion, her annual base salary has been increased to $850,000, and her target annual cash incentive

will be 105% of her base salary in effect at year end. Additionally, the Management Development and Compensation Committee of the

Board approved an award of restricted stock units (“RSUs”) under the Company’s 2023 Stock Incentive Plan with a grant

date of May 20, 2026 and a value of $575,000. The number of RSUs granted will be calculated by dividing such value by the average of the

high and low price of the Company’s common stock over the 30 trading days preceding the grant date. Key terms of the RSUs are described

below.

RSUs

The “Vesting Dates”

34% on the first anniversary of grant

33% on the second anniversary of grant

33% on the third anniversary of grant

Each RSU will be converted into one share of Company common stock upon vesting.

Dividend Equivalents

Dividends will accrue and be paid in cash upon any payout of RSUs.

Termination of Employment

Death or Disability

All unvested RSUs will vest and be issued and paid following the date of such death or disability.

Retirement (as defined in the award agreement)

If Retirement occurs after January 1, 2027, all RSUs will vest and be issued and paid following the normal Vesting Dates. (The earliest date that Ms. Hemmer will potentially be eligible for Retirement is October 2027.)

Involuntary Termination without Cause

RSUs equal to the total number of unvested RSUs, prorated based on the portion of the entire three-year vesting period that the employee was employed, will vest and be issued and paid following the normal Vesting Dates.

Resignation; Involuntary Termination for Cause

All unvested RSUs are forfeited.

Involuntary Termination without Cause following a Change in Control

All unvested RSUs will vest and be issued and paid following the normal Vesting Dates.

The

above description is qualified in its entirety by reference to the RSU award agreement that is Exhibit 10.1 to this report and incorporated

herein by reference. A copy of the press release announcing the developments disclosed in this Form 8-K is Exhibit 99.1 to this report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Index

Exhibit

Number

Description

10.1

Form of 2026 Long Term Incentive Compensation RSU Award Agreement (incorporated by reference to Exhibit 10.4 to Form 10-Q for the quarter ended March 31, 2026).

99.1

Press Release dated May 13, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto

duly authorized.

WASTE MANAGEMENT, INC.

Date: May 13, 2026

By:

/s/ Charles C. Boettcher

Charles C. Boettcher

Executive Vice President and Chief Legal Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2614440d1_ex99-1.htm · Sequence: 2

Exhibit

99.1

Names Tara Hemmer Chief Operating Officer

Rafa

Carrasco Retiring from WM

Houston

— May 13, 2026

— WM (NYSE: WM) announced that its Board of Directors has appointed Tara Hemmer to the position of Executive Vice President

and Chief Operating Officer (COO), reporting to John Morris, the company’s President, who had also been serving as COO.

Hemmer will assume responsibility for the company’s

operating platform, in addition to continuing to lead the Sustainability businesses, including Recycling, Renewable Energy, and Advisory

Services.

"Tara is an outstanding leader with a proven

track record of delivering strong results over her 27-year tenure with WM. As I've worked closely with her throughout that time, I have

witnessed firsthand Tara's commitment to enhancing shareholder value and growing the WM business through operational excellence,"

said John Morris, WM’s President. "Over the last five years, she has successfully led WM's Sustainability growth strategy –

expanding our asset network to include the addition of 14 new RNG sites and 37 recycling facilities with state-of-the-art technology.

There is no one more well-prepared than Tara to lead and evolve WM's operations for the future."

"I'm honored to be named as WM's Chief Operating

Officer and continue to build on the company’s reputation as an operational and environmental innovator. I'm looking forward to

accelerating WM's Operations transformation focused on deploying next-generation technology that will advance the modernization of our

operating model – delivering increased productivity and valuable solutions for our customers while also delivering results for shareholders,"

said Hemmer. "Most importantly, I'm proud to have the opportunity to lead such an exceptional Operations organization, including

our over 47,000 frontline employees.”

Hemmer joined WM in 1999 and has progressed through

various leadership roles, including Senior Vice President of Field Operations, Senior Vice President of Operations, Safety and Environmental

Compliance, Vice President of Disposal Operations, Area Vice President for the Greater Mid-Atlantic Area and, most recently, Chief Sustainability

Officer. She graduated from Cornell University with a Bachelor of Science in Civil and Environmental Engineering.

The company also announced that Rafael Carrasco,

WM’s Senior Vice President of Enterprise Strategy and President of the WM Healthcare Solutions business, will be retiring from WM

in July. “I want to thank Rafa for his 10 years with the company in a range of operational leadership roles,” said Jim Fish,

WM CEO. “His leadership over the Stericycle business and a successful integration have set the WM medical waste and Shred-it businesses

up with a strong foundation for future growth. We wish Rafa well in his next chapter.” With Rafa’s retirement, the WM Healthcare

Solutions business will report directly to John Morris.

about wm

WM (WM.com)

is North America's leading provider of comprehensive environmental solutions. Previously known as Waste Management and based

in Houston, Texas, WM is driven by commitments to put people first and achieve success with integrity. The company, through its

subsidiaries, provides collection, recycling and disposal services to millions of residential, commercial, industrial, medical and municipal

customers throughout the U.S. and Canada. With innovative infrastructure and capabilities in recycling, organics and renewable

energy, WM provides environmental solutions to and collaborates with its customers in helping them pursue their sustainability goals.

In North America, WM has the largest disposal network and collection fleet, is the largest recycler and is a leader in beneficial

use of landfill gas, with a growing network of renewable natural gas plants and the most landfill gas-to-electricity plants, as well

as the largest heavy-duty natural gas truck fleet in the industry. WM also provides collection and disposal services of regulated

medical waste and secure information destruction services in the U.S., Canada and Western Europe. To

learn more about WM and the company's sustainability progress and solutions, visit Sustainability.WM.com.

FOR MORE INFORMATION

Website

www.wm.com

Analysts

Ed Egl

713.265.1656

eegl@wm.com

Media

Toni Werner

media@wm.com

###

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