1、2018ANNUALREPORTProxy Statement12MAR2018031612429MAR2018140906601001 Fannin StreetHouston,Texas 77002NOTICE OF ANNUAL MEETING OF STOCKHOLDERSOF WASTE MANAGEMENT,INC.Date and Time:May 14,2019 at 11:00 a.m.,Central TimePlace:The Maury Myers Conference CenterWaste Management,Inc.1021 Main StreetHouston
2、,Texas 77002Purpose:To elect eight directors;To vote on a proposal to ratify the appointment of Ernst&Young LLP as our independentregistered public accounting firm for the fiscal year ending December 31,2019;To vote on a proposal to approve our executive compensation;To vote on a stockholder proposa
3、l regarding a policy on acceleration of vesting of equity awards inthe event of a change in control,if properly presented at the meeting;and To conduct other business that is properly raised at the meeting.Only stockholders of record on March 19,2019 may vote at the meeting.Your vote is important.We
4、 urge you to promptly vote your shares by telephone,by the Internet or,ifthis Proxy Statement was mailed to you,by completing,signing,dating and returning your proxy card assoon as possible in the enclosed postage prepaid envelope.COURTNEY A.TIPPYCorporate SecretaryMarch 27,2019IMPORTANT NOTICE REGA
5、RDING THE AVAILABILITY OF PROXY MATERIALS FOR THEANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 14,2019:This Notice of AnnualMeeting and Proxy Statement and the Companys Annual Report on Form 10-K for the year endedDecember 31,2018 are available at .TABLE OF CONTENTSPageGENERAL INFORMATION.1BOARD
6、OF DIRECTORS.5Leadership Structure.5Role in Risk Oversight.5Independence of Board Members.6Meetings and Board Committees.7Audit Committee.7Audit Committee Report.9Management Development and Compensation Committee.10Compensation Committee Report.11Compensation Committee Interlocks and Insider Partici