Waste Management 2011 Annual Report Download - page 73

The Board has already acted to permit stockholders who own 25% or more of the Company’s Common
Stock, in the aggregate, to call a special meeting. The Board believes that an ownership threshold of 25% strikes
a reasonable balance between enhancing stockholder rights and protecting against the risk that a small minority
of stockholders could trigger a special meeting and the resulting financial expense and disruption to the
Company’s business. The Board believes special meetings should only be called to consider extraordinary events
that are of interest to a broad base of stockholders and that cannot wait until the next annual meeting. For every
special meeting of stockholders, the Company is required to provide each holder of its Common Stock a notice
and proxy materials, which results in significant legal, printing and mailing expenses, as well as other costs
normally associated with holding a meeting of stockholders. Additionally, preparing for stockholder meetings
requires significant attention of the Company’s directors, officers and employees, diverting their attention away
from performing their primary function, which is to operate the Company’s business in the best interests of the
stockholders. The existing 25% threshold for the right of stockholders to call a special meeting provides
stockholders a meaningful ability to request that the Board call a special meeting, while helping protect against
these concerns. The requirement that stockholders requesting a special meeting must have held a net long
position in the Company’s Common Stock for at least one year ensures that stockholders seeking to exercise the
right have a true economic interest in the Company. Further, the current By-laws contain various exceptions and
timing mechanisms that are intended to avoid the cost and distraction that would result from multiple stockholder
meetings being held in a short time period.
The Board is strongly committed to good governance practices and is keenly interested in the views and
concerns of our stockholders. In addition to the existing right of stockholders to call a special meeting, our
stockholders have the ability to act by written consent. We also provide significant opportunity for our
stockholders to raise matters at our annual meetings. Stockholders have frequently used our annual meetings to
propose business by making proposals through the proxy rules, such as this one, and are able to communicate
their concerns during the question and answer session of an annual meeting. Institutional Shareholder Services,
Inc. has rated our shareholder rights practices as a “low concern,” which is its lowest rating. The Corporate
Library has assigned the Board a “Low” Corporate Governance Risk Assessment, indicating that our Company’s
governance practices are not a cause for concern.
In light of the Board’s continuing commitment to ensuring effective corporate governance, and the other
reasons outlined in this response, the Board believes that adopting a proposal that would permit any holder of one
single share of the Company’s Common Stock to call a special stockholder meeting would be detrimental to the
Company and its stockholders.
Vote Required for Approval
If this proposal is properly presented at the meeting, approval requires the affirmative vote of a majority of
the shares present at the meeting, in person or represented by proxy, and entitled to vote.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE AGAINST THE ADOPTION
OF THIS PROPOSAL.
OTHER MATTERS
We do not intend to bring any other matters before the Annual Meeting, nor do we have any present
knowledge that any other matters will be presented by others for action at the meeting. If any other matters are
properly presented, your proxy card authorizes the people named as proxy holders to vote using their judgment.
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