Waste Management 2015 Annual Report Download - page 62
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provide reasonable assurance to named executives that they can realize the expected value of their equity-based
awards and would penalize named executives that consummate a change in control transaction, particularly those
that remain with the Company afterwards, with the loss of their incentive compensation.
Undue restriction on the MD&C Committee’s structuring of executive compensation
Our Board believes that stockholders’ interests are best served by recognizing that the MD&C Committee,
comprised of seven independent, non-management directors, is in the best position to set the terms of executive
compensation arrangements. Our stockholders have evidenced their overwhelming support of the MD&C
Committee’s actions, with 97%, 97%, 97%, 96% and 97% of shares present and entitled to vote casting votes in
favor of our Company’s executive compensation at the last five annual meetings of stockholders, respectively.
The Board believes that the Company’s treatment of equity-based awards upon a change in control, as
summarized in our Compensation Discussion & Analysis, is already prudent and appropriately balances the
interests of all parties, while not granting executives an undeserved windfall.
The MD&C Committee should continue to retain the flexibility to design and administer competitive
compensation programs that reflect market conditions. Permitting the MD&C Committee to accelerate vesting of
equity awards can incentivize management to maximize stockholder value, further aligning the interests of
management with our stockholders. Conversely, adopting the rigid policy advanced by the proponent would
frustrate the purpose of the MD&C Committee and interfere with the objective of our compensation program.
The Board recommends that you vote against this proposal.
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.
O
THER
M
ATTERS
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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