Waste Management 2014 Annual Report Download - page 62

P ROPOSAL TO A MEND THE C OMPANY ’ S
E MPLOYEE S TOCK P URCHASE P LAN
(I TEM 4 ON THE P ROXY C ARD )
Description of the Proposed Amendment
Our ESPP was approved by stockholders at our 1997 Annual Meeting. An aggregate of one million shares
of Common Stock was originally authorized for issuance under the ESPP and stockholders have approved an
additional 11.75 million shares for issuance since then. As of March 16, 2015, approximately 31,000 employees
were eligible to participate in the ESPP and approximately 1 million shares remained available for issuance. The
total number of shares issued under the ESPP in each of 2014, 2013 and 2012 was approximately 774,000,
928,000 and 1 million, respectively. Therefore, the Board of Directors has concluded it is in the best interest to
amend the ESPP to authorize an additional three million shares of Common Stock for issuance under the ESPP,
subject to stockholder approval.
Key considerations applicable to the ESPP and the proposed amendment include the following. Please read
“Operation of ESPP” below for further detail.
• The price of shares of Common Stock purchased under the ESPP is 85% of the lower of the fair market
value on the first day and the last day of the offering period.
• Each offering period is six months.
• The additional three million shares proposed to be authorized for issuance pursuant to the amendment
comprise less than 1% of the Company’s outstanding shares of Common Stock.
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’s
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 one of the Company’s 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
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