Waste Management 2011 Annual Report Download - page 11

Effect of Abstentions and Broker
Non-Votes Abstentions will have no effect on the election of directors. For each
of the other proposals, abstentions will have the same effect as a vote
against these matters because they are considered present and entitled
to vote.
If your shares are held by a broker, the broker will ask you how you
want your shares to be voted. If you give the broker instructions, your
shares must be voted as you direct. If you do not give instructions,
one of two things can happen depending on the type of proposal. For
some proposals, including the ratification of the Company’s
independent registered public accounting firm, the broker may vote
your shares at its discretion. But for other proposals, including the
election of directors, the amendment to our ESPP, the advisory vote
on executive compensation, and each of the stockholder proposals,
the broker cannot vote your shares at all. When that happens, it is
called a “broker non-vote.” Broker non-votes are counted in
determining the presence of a quorum at the meeting, but they are not
counted for purposes of calculating the shares present and entitled to
vote on particular proposals at the meeting. Broker non-votes also are
not considered votes cast for purposes of determining whether votes
representing more than 50% of our outstanding shares of Common
Stock were cast, as is required for approval of the amendment to the
ESPP.
Voting Instructions You may receive more than one proxy card depending on how you
hold your shares. If you hold shares through a broker, your ability to
vote by phone or over the Internet depends on your broker’s voting
process. You should complete and return each proxy or other voting
instruction request provided to you.
If you complete and submit your proxy voting instructions, the
persons named as proxies will follow your instructions. If you submit
your proxy but do not give voting instructions, we will vote your
shares as follows:
•FOR our director candidates;
•FOR the ratification of the independent registered public
accounting firm;
•FOR approval of our executive compensation;
•FOR the proposal to amend our ESPP;
•AGAINST the stockholder proposal relating to stock retention by
senior executives; and
•AGAINST the stockholder proposal relating to the right to call a
special stockholder meeting.
If you give us your proxy, any other matters that may properly come
before the meeting will be voted at the discretion of the proxy
holders.
Attending in Person Only stockholders, their proxy holders and our invited guests may
attend the meeting. If you plan to attend, please bring identification
and, if you hold shares in street name, bring your bank or broker
statement showing your beneficial ownership of Waste Management
stock in order to be admitted to the meeting.
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