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Form 8-K

sec.gov

8-K — WASTE MANAGEMENT INC

Accession: 0001104659-26-060755

Filed: 2026-05-14

Period: 2026-05-12

CIK: 0000823768

SIC: 4953 (REFUSE SYSTEMS)

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — tm2614440d2_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2614440d2_ex10-1.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: tm2614440d2_8k.htm · Sequence: 1

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0000823768

WASTE MANAGEMENT INC

0000823768

2026-05-12

2026-05-12

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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 12, 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

WM

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

¨

If

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 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders

of Waste Management, Inc. (the “Company”) held on May 12, 2026, a total of 345,284,283 shares of the Company’s

common stock, out of a total of 402,913,509 shares of common stock outstanding and entitled to vote, were present in person or represented

by proxies. The items voted on by the Company’s stockholders and final vote results are set forth below. Each of the director nominees

listed under item 1 were elected, and the Company’s stockholders approved the proposals in each of items 2, 3 and 4.

1. Election to the Company’s Board of Directors of the following nine director nominees:

Broker

Name

For

Against

Abstentions

Non-Votes

Thomas L. Bené

298,076,937

2,679,806

272,188

44,255,352

Bruce E. Chinn

299,224,102

1,530,399

274,430

44,255,352

James C. Fish, Jr.

298,876,351

1,896,186

256,394

44,255,352

Andrés R. Gluski

287,458,467

13,306,133

264,331

44,255,352

Victoria M. Holt

283,356,243

17,430,889

241,799

44,255,352

Kathleen M. Mazzarella

292,290,728

7,907,126

831,077

44,255,352

Sean E. Menke

295,773,278

4,985,161

270,492

44,255,352

William B. Plummer

296,653,894

4,106,490

268,547

44,255,352

Maryrose T. Sylvester

295,508,489

5,090,590

429,852

44,255,352

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, 2026:

For

Against

Abstentions

321,725,515

23,078,548

480,220

3. Approval, on an advisory basis, of the Company’s executive compensation as described in the Company’s 2026 proxy statement:

For

Against

Abstentions

Broker Non-Votes

281,781,929

18,039,768

1,207,234

44,255,352

4. Approval to amend and restate the Company’s Employee Stock Purchase Plan to increase the number

of shares authorized for issuance:

For

Against

Abstentions

Broker Non-Votes

299,089,720

1,363,901

575,310

44,255,352

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Index

Exhibit

Number

Description

10.1

Waste Management, Inc.

Employee Stock Purchase Plan (As Amended and Restated Effective May 12, 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 14, 2026

By:

/s/ Charles C. Boettcher

Charles C. Boettcher

Executive Vice President and Chief Legal Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2614440d2_ex10-1.htm · Sequence: 2

Exhibit 10.1

Waste

Management, Inc.

Employee Stock Purchase Plan

(As Amended and Restated Effective May 12,

2026)

The Waste Management, Inc. Employee Stock

Purchase Plan (the “Plan”) has been established for the benefit of its eligible employees, and is hereby amended and restated,

effective as of the date upon which shareholder approval is obtained pursuant to Section 17. The terms of the amended and restated

Plan are set forth below.

1. Definitions.

As used in the Plan the following terms

shall have the meanings set forth below:

a. “Board” means the Board of Directors of the Company.

b. “Code” means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.

c. “Committee” means the Administrative Committee of the Waste Management Employee Benefit Plans

appointed by the Board to administer the Plan as described in Section 4 below, or such other committee appointed by the Board.

d. “Common Stock” means the common stock, $0.01 par value, of the Company.

e. “Company” means Waste Management, Inc., a Delaware corporation, or any successor corporation

by merger, reorganization, consolidation or otherwise.

f. “Continuous Employment” means the absence of any interruption or termination of service as

an Eligible Employee with the Company and/or its Participating Subsidiaries. For purposes of the preceding sentence, an authorized leave

of absence shall not be considered an interruption or termination of service, provided that such leave is for a period of not more than

90 days or reemployment upon the expiration of such leave is guaranteed by contract or statute.

g. “Eligible Compensation” means, with respect to each Participant for each pay period, the regular

base earnings, commissions, overtime and, for employees on an Involuntary Military Leave of Absence, pay differential, paid to the Participant

by the Company and/or one or more Participating Subsidiaries during the Offering Period before reductions are made to Code Section 125

and Section 401(k) plans maintained by the Company and/or its Participating Subsidiaries. However, any incentive compensation

or other bonus amounts shall be excluded for purposes of determining Eligible Compensation.

h. “Eligible Employee” means an employee of the Company or one of its Participating Subsidiaries

who is customarily employed for at least 20 hours per week and more than five months in a calendar year, or are absent from active

employment while on an Involuntary Military Leave of Absence. For purposes of the preceding sentence, employees who are members of a collective

bargaining unit shall be excluded as eligible employees under the Plan, unless their applicable collective bargaining agreement provides

for participation in the Plan.

i. “Enrollment Date” means the first business day of each Offering Period.

j. “Exercise Date” means the last business day of each Offering Period.

k. “Exercise Price” means the price per share of Common Stock offered in a given Offering Period,

which shall be which shall be 85% of the Fair Market Value of a share of the Common Stock on the Exercise Date of such Offering Period.

l. “Fair Market Value” means, with respect to a share of Common Stock as of any Enrollment Date

or Exercise Date, the closing price of such Common Stock on the New York Stock Exchange on such date, as reported in The Wall Street

Journal. In the event that such a closing price is not available for an Enrollment Date or an Exercise Date, the Fair Market Value

of a share of Common Stock on such date shall be the closing price of a share of the Common Stock on the New York Stock Exchange on the

last business day prior to such date or such other amount as may be determined by the Committee by any fair and reasonable means.

m. “Involuntary Military Leave of Absence” means an employee’s leave from employment pursuant

to the Company’s Paid Leave of Absence Policy to perform military service obligations in the United States Air Force, Army, Navy,

Marines, Coast Guard, Public Health Service Corps or National Guard, and the employee is either drafted or a member of the Reserves called

to active duty.

n. “Offering Period” means each six-month period that begins and ends on the business days that

coincide with January 1 through June 30, or July 1 through December 31, or such other period or periods as the Committee

may establish. However, if the first and/or last day of an Offering Period begins or ends (as applicable) on a Saturday, Sunday or holiday,

then (i) the first day of the Offering Period will begin on the immediately following business day, and/or (ii) the last day

of an Offering Period will end on the immediately preceding business day.

o. “Participant” means an Eligible Employee who has elected to participate in the Plan by filing

an enrollment agreement with the Company as provided below in Section 6.

p. “Participating Subsidiary” means any Subsidiary not excluded from participation in the Plan

by the Committee, in its sole discretion.

q. “Subsidiary” means any domestic or foreign corporation of which the Company owns, directly

or indirectly, 50% or more of the total combined voting power of all classes of stock or other equity interests and that otherwise qualifies

as a “subsidiary corporation” within the meaning of Section 424(f) of the Code or any successor thereto.

2. Purpose of the Plan.

The purpose of the Plan is to provide an incentive

for present and future employees of the Company and its Participating Subsidiaries to acquire a proprietary interest (or increase an existing

proprietary interest) in the Company through the purchase of Common Stock. The Company intends that the Plan qualify as an “employee

stock purchase plan” under Section 423 of the Code, and that the Plan shall be administered, interpreted and construed in a

manner consistent with the requirements of Section 423 of the Code.

3. Shares Reserved for the Plan.

As of the effective date of this restatement,

the Company shall reserve for issuance and purchase by Participants under the Plan an aggregate of 3,000,000 shares of Common Stock in

addition to shares previously reserved under the Plan, subject to adjustment as provided below in Section 13. Shares of Common Stock

subject to the Plan may be newly issued shares or treasury shares. If and to the extent that any option to purchase shares of Common Stock

shall not be exercised for any reason, or if such right to purchase shares shall terminate as provided herein, the shares that have not

been so purchased hereunder shall again become available for the purposes of the Plan, unless the Plan shall have been terminated.

4. Administration of the Plan.

a. The Committee has been appointed by the Board to administer the Plan. The Committee shall have the authority

to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, to correct any defect or rectify

any omission in the Plan, or to reconcile any inconsistency in this Plan and any option to purchase shares granted hereunder, and to make

all other determinations necessary or advisable for the administration of the Plan. The Committee’s actions and determinations with

respect to the foregoing shall be final, conclusive and binding on all persons. The act or determination of a majority of the members

of the Committee shall be deemed to be the act or determination of the entire Committee.

b. The Committee may, in its discretion, request advice or assistance, or employ such other persons as it

deems necessary or appropriate for the proper administration of the Plan, including, but not limited to employing a brokerage firm, bank

or other financial institution to assist in the purchase of shares, delivery of reports or other administrative aspects of the Plan.

5. Eligibility to Participate in the Plan.

Subject to limitations imposed by Section 423(b) of

the Code, each Eligible Employee who is employed by the Company or a Participating Subsidiary for 30 days prior to an Enrollment

Date shall be eligible to participate in the Plan for the Offering Period beginning on that Enrollment Date.

6. Election to Participate in the Plan.

a. Each Eligible Employee may elect to participate in the Plan by completing an enrollment agreement in the

form provided by the Company and filing such enrollment agreement with the Company prior to the applicable Enrollment Date, unless the

Committee establishes another deadline for filing the enrollment agreement with respect to a given Offering Period.

b. Unless a Participant withdraws from participation in the Plan as provided in Section 10 or authorizes

a different payroll deduction by filing a new enrollment agreement prior to the Enrollment Date of a succeeding Offering Period, a Participant

who is participating in an Offering Period as of the Exercise Date of such Offering Period shall be deemed to have (i) elected to

participate in the immediately succeeding Offering Period and (ii) authorized the same payroll deduction percentage for such

immediately succeeding Offering Period as was in effect for such Participant immediately prior to such succeeding Offering Period.

7. Payroll Deductions.

a. All Participant contributions to the Plan shall be made only by payroll deductions. Each time a Participant

files the enrollment agreement with respect to an Offering Period, the Participant shall authorize payroll deductions to be made during

the Offering Period in an amount from 1% to 10% (in whole percentages) of the Eligible Compensation that the Participant receives

on each payroll date during such Offering Period. Payroll deductions for a Participant shall commence on the first payroll date following

the Enrollment Date and shall end on the last payroll date in the Offering Period to which such authorization is applicable, unless sooner

terminated by the Participant as provided below in Section 10.

b. All payroll deductions made for a Participant shall be deposited in the Company’s general corporate

account and shall be credited to the Participant’s account under the Plan. No interest shall accrue on or be credited with respect

to the payroll deductions of a Participant under the Plan. A Participant may not make any additional contributions into such account.

All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose, and the Company

shall not be obligated to segregate such payroll deductions.

c. Except as provided in Section 10, a Participant may not change his contribution election during an

Offering Period.

d. Notwithstanding the foregoing provisions of this Section 7, no Participant may make payroll deductions

during any calendar year in excess of $21,250, or such other limit as may be established by the Committee, in its discretion.

8. Grant of Options.

a. On the Enrollment Date of each Offering Period, subject to the limitations set forth in Sections 3

and 8(b) hereof, each Eligible Employee shall be granted an option to purchase on the Exercise Date for such Offering Period a number

of whole and, to the extent permitted by the Committee, fractional shares of the Company’s Common Stock determined by dividing such

Eligible Employee’s payroll deductions accumulated during the Offering Period by the Exercise Price established for such Offering

Period.

b. Notwithstanding any provision of the Plan to the contrary, no Eligible Employee shall be granted an option

under the Plan (i) if, immediately after the grant, such Eligible Employee (or any other person whose stock would be attributed to

such Employee pursuant to Section 424(d) of the Code) would own stock and/or hold outstanding options to purchase stock possessing

5% or more of the total combined voting power or value of all classes of stock of the Company or of any Subsidiary of the Company, or

(ii) which permits such Eligible Employee’s rights to purchase stock under all employee stock purchase plans of the Company

and its Subsidiaries to accrue at a rate which exceeds $25,000 of fair market value of such stock (determined at the time such option

is granted) for each calendar year in which such option is outstanding at any time.

9. Automatic Purchase.

Unless a Participant withdraws from the Plan as

provided below in Section 10, the Participant’s option for the purchase of shares will be exercised automatically on each Exercise

Date for which an enrollment agreement has been filed, and the maximum number of whole and, to the extent permitted by the Committee,

fractional shares subject to the option will be purchased for the Participant at the Exercise Price established for that Offering Period,

as provided above in Section 8. Any accumulated payroll deductions in excess of the amount applied to purchase shares on the Exercise

Date shall be refunded to the Participant as soon as administratively feasible after the Exercise Date, unless the Committee establishes

otherwise.

If, on an Exercise Date, the aggregate number

of shares that Participants are entitled to purchase exceeds the number of reserved shares remaining available for purchase under the

Plan, the remaining shares shall be sold to Participants on a pro rata basis. Such oversubscription shall not result in the automatic

termination of the Plan.

10. Withdrawal; Termination of Employment.

a. A Participant may withdraw all of the payroll deductions credited to the Participant’s account for

a given Offering Period by providing written notice to the Company no later than 45 days prior to the last day of such Offering Period.

A Participant shall not be permitted to make a partial withdrawal of the payroll deductions credited to his account. All of the Participant’s

payroll deductions credited to the Participant’s account will be paid to him promptly after receipt of the Participant’s notice

of withdrawal, the Participant’s participation in the Plan will be automatically terminated, and no further payroll deductions for

the purchase of shares hereunder will be made. Payroll deductions will not resume on behalf of a Participant who has withdrawn from the

Plan, unless written notice is delivered to the Company within the enrollment period preceding the commencement of a new Offering Period

directing the Company to resume payroll deductions.

b. Upon termination of the Participant’s Continuous Employment prior to the Exercise Date of the Offering

Period for any reason, including retirement or death, the payroll deductions credited to the Participant’s account will be returned

to the Participant or, in the case of death, to the Participant’s estate, and the Participant’s options to purchase shares

under the Plan will be automatically terminated.

c. In the event a Participant ceases to be an Eligible Employee during an Offering Period, the Participant

will be deemed to have elected to withdraw all payroll deductions credited to his account from the Plan. In such circumstance, the payroll

deductions credited to the Participant’s account will be returned to the Participant, and the Participant’s options to purchase

shares under the Plan will be terminated.

11. Transferability.

Options to purchase Common Stock granted under

the Plan are not transferable, in any manner, by a Participant and are exercisable only by the Participant.

12. Reports.

Individual notional accounts will be maintained

for each Participant in the Plan. Following each Exercise Date, Participants who have purchased shares under Section 9 may access

a summary of their purchases in the manner determined by the Committee.

13. Adjustments Upon Changes in Capitalization.

a. If the outstanding shares of Common Stock are increased or decreased, or are changed into or are exchanged

for a different number or kind of shares, as a result of one or more reorganizations, restructurings, recapitalizations, reclassifications,

stock splits, reverse stock splits, stock dividends or the like, upon authorization of the Committee, appropriate adjustments shall be

made in the number and/or kind of shares, and the per share purchase price thereof, which may be issued in the aggregate and to any Participant

upon exercise of options granted under the Plan.

b. In the event of the proposed dissolution or liquidation of the Company, each Offering Period will terminate

immediately prior to the consummation of such proposed action, unless otherwise provided by the Committee. In the event of a proposed

sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, each option

under the Plan shall be assumed or an equivalent option shall be substituted by such successor corporation or a parent or subsidiary of

such successor corporation, unless the Committee determines, in the exercise of its sole discretion and in lieu of such assumption or

substitution, that the Participant shall have the right to exercise the option as to all of the optioned stock, including shares as to

which the option would not otherwise be exercisable. If the Committee makes an option fully exercisable in lieu of assumption or substitution

in the event of a merger or sale of assets, the Committee shall notify the Participant that the option shall be fully exercisable for

a stated period, which shall not be less than 10 days from the date of such notice, and the option will terminate upon the expiration

of such period.

c. In all cases, the Committee shall have full discretion to exercise any of the powers and authority provided

under this Section 13, and the Committee’s actions hereunder shall be final and binding on all Participants. No fractional

shares of stock shall be issued under the Plan pursuant to any adjustment authorized under the provisions of this Section 13.

14. Amendment of the Plan.

The Company may at any time, or from time to time,

amend the Plan in any respect through action of the Board or, for any amendment that does not require shareholder approval, through action

of the Plan Sponsor Committee of the Waste Management Employee Benefit Plans; provided, however, that the Plan may not be amended

in any way that will cause rights issued under the Plan to fail to meet the requirements for employee stock purchase plans as defined

in Section 423 of the Code or any successor thereto, including, without limitation, shareholder approval, if required.

15. Termination of the Plan.

The Plan and all rights of Eligible Employees

hereunder shall terminate at any time, at the discretion of the Board.

16. Notices.

All notices or other communications by a Participant

to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the

Company at the location, or by the person, designated by the Company for the receipt thereof.

17. Shareholder Approval.

This amended and restated the Plan shall be subject

to approval by the shareholders of the Company within twelve months after the date the amended and restated Plan is adopted by the

Board of Directors.

18. Conditions Upon Issuance of Shares.

a. The Plan, the grant and exercise of options to purchase shares of Common Stock under the Plan, and the

Company’s obligation to sell and deliver shares upon the exercise of options to purchase shares shall be subject to all applicable

federal, state and foreign laws, rules and regulations, and to such approvals by any regulatory or governmental agency as may, in

the opinion of counsel for the Company, be required. Notwithstanding anything in the Plan to the contrary, share certificates shall not

be delivered to Participants until the later of (i) the date on which the applicable holding period to avoid a disqualifying disposition

(within the meaning of Code Section 421) expires, or (ii) the date that a Participant specifically requests a certificate for

shares purchased pursuant to the Plan.

b. The Company may make such provisions, as it deems appropriate, for withholding by the Company pursuant

to all applicable tax laws of such amounts as the Company determines it is required to withhold in connection with the purchase or sale

by a Participant of any Common Stock acquired pursuant to the Plan. The Company may require a Participant to satisfy any relevant tax

requirements before authorizing any issuance of Common Stock to such Participant.

19. General Provisions.

a. Notwithstanding any provision of the Plan to the contrary and in accordance with Section 423 of the

Code, all Eligible Employees who are granted options under the Plan shall have the same rights and privileges.

b. Neither the Plan nor any compensation paid hereunder will confer on any Participant the right to continue

as an employee or in any other capacity.

c. A Participant will become a stockholder with respect to the shares of Common Stock that are purchased

pursuant to options granted under the Plan only when the shares are issued to the Participant in accordance with the terms of the Plan.

A Participant will have no rights as a stockholder with respect to shares of Common Stock for which an election to participate in an Offering

Period has been made until such Participant becomes a stockholder as provided above.

d. The Plan shall be binding on the Company and its successors and assigns.

e. This Plan constitutes the entire plan with respect to the subject matter hereof and supersedes all prior

plans with respect to the subject matter hereof.

f. The Plan and all rights hereunder shall be subject to and interpreted in accordance with the laws of the

State of Texas, without reference to the principles of conflicts of laws, and to applicable Federal or other securities laws.

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-Publisher SEC

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Indicate if registrant meets the emerging growth company criteria.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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