Waste Management 2011 Annual Report Download - page 66

PROPOSAL TO AMEND THE COMPANY’S EMPLOYEE STOCK PURCHASE PLAN
(Item 4 on the Proxy Card)
Description of the Proposed Amendment
Our Employee Stock Purchase Plan was approved by stockholders at our 1997 Annual Meeting. An
aggregate of 1,000,000 shares of Common Stock was originally authorized for issuance under the ESPP and
stockholders have approved an additional 8,750,000 shares for issuance since then. As of March 13, 2012,
approximately 32,000 employees were eligible to participate in the ESPP and less than 700,000 shares remained
available for issuance. Therefore, the Board of Directors has concluded it is in the best interest to amend the
ESPP to authorize an additional 3,000,000 shares of Common Stock for issuance under the ESPP, subject to
stockholder approval.
Description of the ESPP
The following description of the ESPP is qualified in its entirety by, and should be read in conjunction with,
the text of the ESPP, a copy of which, as proposed to be amended, is attached hereto as Appendix A.
Purpose
The purpose of the ESPP is to provide an incentive for present and future employees of the Company and its
participating subsidiaries to acquire or increase their proprietary interest in the Company through the purchase of
shares of Common Stock at a discount.
Administration
The ESPP is administered by the Administrative Committee of the Waste Management Employee Benefit
Plans, a committee appointed by the Board of Directors. The Administrative Committee has the authority to
interpret all provisions of the ESPP.
Eligibility
Any employee who customarily works for the Company or one of its participating subsidiaries at least 20
hours per week and more than five months in a calendar year is eligible to participate in the ESPP after having
been employed for at least 30 days prior to an enrollment date.
Operation of the ESPP
On the last day of each six-month period between January 1 and June 30 and July 1 and December 31 (each,
an “Offering Period”), each employee who is enrolled in the ESPP will automatically purchase a number of
shares of Common Stock determined by dividing such employee’s payroll deductions accumulated in the ESPP
during such Offering Period by the Offering Price. The Offering Price of each of the shares purchased in a given
Offering Period shall be the lower of (a) 85% of the fair market value of a share of Common Stock on the first
day of the Offering Period and (b) 85% of the fair market value of a share of Common Stock on the last day of
the Offering Period. If an employee withdraws from participation during an Offering Period, the monies
contributed to the Plan are refunded immediately without interest.
Eligible employees may elect to participate in the ESPP by completing an enrollment agreement that
authorizes payroll deductions from the employee’s pay in an amount from 1% to 10% (in whole percentages) of
the employee’s gross base pay. No employee may (a) make payroll deductions during any calendar year in excess
of $21,250; (b) purchase shares under the ESPP if such purchase would result in the employee owning five
percent or more of the total combined voting power or value of the Company’s outstanding capital stock; or
(c) purchase shares under the ESPP with a fair market value in excess of $25,000 per calendar year.
All payroll deductions for the ESPP are placed in our general corporate account. No interest accrues on the
payroll deductions. Employees may purchase Common Stock under the ESPP only through payroll deductions,
and an employee participating in the ESPP may not make any additional payments into the account.
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