Waste Management 2013 Annual Report Download - page 60

Equity Compensation Plan Table
The following table provides information as of December 31, 2013 about the number of shares to be issued
upon vesting or exercise of equity awards and the number of shares remaining available for issuance under our
equity compensation plans.
Plan Category
Number of
Securities to be
Issued Upon
Exercise
of Outstanding
Options and Rights
Weighted-Average
Exercise Price of
Outstanding
Options and Rights
Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation Plans
Equity compensation plans approved by security holders(a) 14,141,265(b) $35.99(c) 5,914,001(d)
Equity compensation plans not approved by security holders(e) 16,850(f) $29.24 —
Total 14,158,115 $35.98 5,914,001
(a) Includes our 2000 Stock Incentive Plan, 2004 Stock Incentive Plan and 2009 Stock Incentive Plan. Only our 2009 Stock Incentive Plan is
available for awards. Also includes our Employee Stock Purchase Plan (ESPP).
(b) Includes: options outstanding for 9,657,869 shares of Common Stock; 296,975 shares of Common Stock to be issued in connection with
deferred compensation obligations; 534,843 shares underlying unvested restricted stock units and up to 3,651,578 shares of Common
Stock that may be issued under unearned performance share units. In determining the number of shares of Common Stock that may be
issued on account of performance share units, we assumed the maximum performance level was achievable, which would result in a
payout in shares of Common Stock equal to two times the number of performance share units granted. This number includes 633,328
shares on account of performance share units with the performance period ended December 31, 2013. The determination of achievement
of performance results and corresponding vesting of performance share units with the performance period ended December 31, 2013 was
performed by the MD&C Committee in February 2014; as a result, 106,140 shares of Common Stock included in this number were
issued in February 2014, net of units deferred, and 496,443 shares included in this number will be available for future issuance. Excludes
purchase rights that accrue under the ESPP. Purchase rights under the ESPP are considered equity compensation for accounting
purposes; however, the number of shares to be purchased is indeterminable until the time shares are actually issued, as automatic
employee contributions may be terminated before the end of an offering period and, due to the look-back pricing feature, the purchase
price and corresponding number of shares to be purchased is unknown.
(c) Excludes performance share units and restricted stock units because those awards do not have exercise prices associated with them. Also
excludes purchase rights under the ESPP for the reasons described in (b) above.
(d) The shares remaining available include 4,186,419 shares under our 2009 Stock Incentive Plan and 1,727,582 shares under our ESPP. No
additional shares may be issued under any of the other plans approved by stockholders, other than on account of awards already
outstanding.
(e) Includes our 2000 Broad-Based Employee Plan. No awards under the Broad-Based Plan are held by, or may be granted to, any of our
directors or executive officers. The Broad-Based Plan allows for the granting of equity awards on such terms and conditions as the
MD&C Committee may decide; provided that, the exercise price of options may not be less than 100% of the fair market value of the
stock on the date of grant, and all options expire no later than ten years from the date of grant.
(f) Includes options exercisable for shares of Common Stock.
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