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WASTE MANAGEMENT INC

For the period ended May 13, 2025. Filed Apr 1, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 13, 2025 · Filed Apr 1, 2025

WM$236.26-2.1%Stored close · as of Nov 6, 2026
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APPENDIX AA-1

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APPENDIX A

Incentive compensation measures presented in this proxy statement are defined differently than corresponding measures reported in the Company’s quarterly earnings press release. See below for reconciliations of Operating EBITDA, Income from Operations Margin and Cash Flow Generation to the most comparable GAAP measures. Non-GAAP measures should not be considered a substitute for financial measures presented in accordance with GAAP.

RECONCILIATION OF CERTAIN NON-GAAP MEASURES

(In Millions)

(Unaudited)

​ · ​ · ​ · ​ · Twelve Months Ended December 31, 2024 · ​
​ · ​ · ​ · ​ · Revenue · ​ · ​ · Income from Operations · ​ · ​ · Depreciation and amortization · ​ · ​ · Operating EBITDA · ​
​As reported amounts​​​$22,063​​​​$4,063​​​​$2,267​​​​$6,330​​
​Adjustments:​​​​​​​​​​​​​​​​​​​​​​​​​
​LESS: Net impacts of recycling brokerage business​​​​795​​​​​28​​​​​—​​​​​28​​
​LESS: Post-closing contributions from Stericycle acquisition​​​​403​​​​​(69)​​​​​73​​​​​4​​
​ADD: “Restructuring” and “(Gain) Loss from Divestitures, Asset Impairments and Unusual Items, Net”​​​​—​​​​​86​​​​​—​​​​​86​​
​ADD: Stericycle transaction and integration costs​​​​—​​​​​88​​​​​—​​​​​88​​
​Calculated Performance Amounts​​​$20,865​​​​$4,278​​​​$2,194​​​​$6,472​​
​Income from Operations Margin Performance Measure(a)​​​​​​​​​​20.5%​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · Twelve Months Ended December 31, 2023 · ​
​ · ​ · ​ · ​ · Revenue · ​ · ​ · Income from Operations · ​ · ​ · Depreciation and amortization · ​ · ​ · Operating EBITDA · ​
​As reported amounts​​​$20,426​​​​$3,575​​​​$2,071​​​​$5,646​​
​Adjustments:​​​​​​​​​​​​​​​​​​​​​​​​​
​LESS: Net impacts of recycling brokerage business​​​​622​​​​​—​​​​​1​​​​​1​​
​ADD: “Restructuring” and “(Gain) Loss from Divestitures, Asset Impairments and Unusual Items, Net”​​​​—​​​​​247​​​​​—​​​​​247​​
​Calculated Performance Amounts​​​$19,804​​​​$3,822​​​​$2,070​​​​$5,892​​
​ · ​ · ​ · ​ · Twelve Months Ended December 31, 2022 · ​
​ · ​ · ​ · ​ · Revenue · ​ · ​ · Income from Operations · ​ · ​ · Depreciation and amortization · ​ · ​ · Operating EBITDA · ​
​As reported amounts​​​$19,698​​​​$3,365​​​​$2,038​​​​$5,403​​
​Adjustments:​​​​​​​​​​​​​​​​​​​​​​​​​
​LESS: Net impacts of recycling brokerage business​​​​779​​​​​(9)​​​​​2​​​​​(7)​​
​ADD: “Restructuring” and “(Gain) Loss from Divestitures, Asset Impairments and Unusual Items, Net”​​​​—​​​​​63​​​​​—​​​​​63​​
​ADD: Accrual adjustment(b)​​​​—​​​​​2​​​​​—​​​​​2​​
​Calculated Performance Amounts​​​$18,919​​​​$3,439​​​​$2,036​​​​$5,475​​

​

(a)

As reported, income from operations, divided by revenue, is equal to 18.4%.

​

(b)

Accrual adjustment to true-up recorded accrual amounts against reported financial results.

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2025 Proxy Statement| A-1​

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​ · ​ · ​ · ​ · Twelve Months Ended December 31, 2021 · ​
​ · ​ · ​ · ​ · Revenue · ​ · ​ · Income from Operations · ​ · ​ · Depreciation and amortization · ​ · ​ · Operating EBITDA · ​
​As reported amounts​​​$17,931​​​​$2,965​​​​$1,999​​​​$4,964​​
​Adjustments:​​​​​​​​​​​​​​​​​​​​​​​​​
​ADD: “Restructuring” and “(Gain) Loss from Divestitures, Asset Impairments and Unusual Items, Net”​​​​—​​​​​(8)​​​​​—​​​​​(8)​​
​ADD: Accrual adjustment(b)​​​​—​​​​​5​​​​​—​​​​​5​​
​Calculated Performance Amounts​​​$17,931​​​​$2,962​​​​$1,999​​​​$4,961​​
​ · ​ · ​ · ​ · Twelve Months Ended December 31, 2020 · ​
​ · ​ · ​ · ​ · Revenue · ​ · ​ · Income from Operations · ​ · ​ · Depreciation and amortization · ​ · ​ · Operating EBITDA · ​
​As reported amounts​​​$15,218​​​​$2,434​​​​$1,671​​​​$4,105​​
​Adjustments:​​​​​​​​​​​​​​​​​​​​​​​​​
​ADD: “Restructuring” and “(Gain) Loss from Divestitures, Asset Impairments and Unusual Items, Net”​​​​—​​​​​44​​​​​—​​​​​44​​
​ADD: Advanced Disposal transaction and integration costs​​​​—​​​​​149​​​​​—​​​​​149​​
​ADD: COVID-19 related costs​​​​—​​​​​46​​​​​—​​​​​46​​
​ADD: Strategic initiative costs​​​​—​​​​​27​​​​​—​​​​​27​​
​Calculated Performance Amounts​​​$15,218​​​​$2,700​​​​$1,671​​​​$4,371​​
​ · ​ · ​ · ​ · Three Years Ended December 31, 2024 · ​
​ · ​ · ​ · ​ · Net Cash Provided by Operating Activities · ​ · ​ · Capital Expenditures · ​ · ​ · Proceeds from Normal Course Divestitures · ​ · ​ · Cash Flow Generation · ​
​As reported amounts​​​$14,645​​​​$8,713​​​​$263​​​​$6,195​​
​Adjustments:​​​​​​​​​​​​​​​​​​​​​​​​​
​Costs associated with labor disruptions and multiemployer plan withdrawal​​​​11​​​​​—​​​​​—​​​​​11​​
​Restructuring​​​​7​​​​​—​​​​​—​​​​​7​​
​Transaction and integration costs incurred in support of strategic acquisitions, including Stericycle​​​​49​​​​​—​​​​​—​​​​​49​​
​Post-closing contributions from the Stericycle acquisition and tax impact​​​​(31)​​​​​(50)​​​​​—​​​​​19​​
​Incremental sustainability growth capital investments(c)​​​​—​​​​​(700)​​​​​—​​​​​700​​
​Investment Tax Credits(c)​​​​(134)​​​​​—​​​​​—​​​​​(134)​​
​Calculated Performance Amounts​​​$14,547​​​​$7,963​​​​$263​​​​$6,847​​

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(c)

Sustainability growth investments and benefits of investment tax credits that were not contemplated at the time this performance measure was established.

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A-2| 2025 Proxy Statement

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) DateTO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLYWASTE MANAGEMENT, INC.800 CAPITOL STREETSUITE 3000HOUSTON, TX 77002VOTE BY INTERNETBefore The Meeting - Go to www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of informationup until 11:59 p.m. Eastern Time on May 12, 2025. Have your proxy card in hand whenyou access the website and follow the instructions to obtain your records and to create anelectronic voting instruction form.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until11:59 p.m. Eastern Time on May 12, 2025. Have your proxy card in hand when you call andthen follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope wehave provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way,Edgewood, NY 11717.WASTE MANAGEMENT, INC.1. Election of Directors2. Ratification of the appointment of Ernst & Young LLP as theindependent registered public accounting firm for 2025.3. Approval, on an advisory basis, of our executivecompensation.The shares represented by this proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder(s). If no direction ismade, this proxy will be voted FOR each of the nominees in item 1 and FOR proposals 2 and 3. If any other matters properly come before the meeting, thepersons named in this proxy will vote in their discretion.NOTE: In their discretion, upon such other matters that mayproperly come before the meeting or any adjournment oradjournments thereof.The Board of Directors recommends you vote FOR eachof the nominees in item 1.The Board of Directors recommends you vote FORproposals 2 and 3.Nominees:V63344-P246361a. Thomas L. Bené1b. Bruce E. Chinn1c. James C. Fish, Jr.1d. Andrés R. Gluski1e. Victoria M. Holt1f. Kathleen M. Mazzarella1g. Sean E. Menke1h. William B. Plummer1i. Maryrose T. SylvesterFor Against AbstainFor Against Abstain! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !SCAN TOVIEW MATERIALS & VOTE w

V63345-P24636Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Combined Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2024 are available on the Internet at investors.wm.comWASTE MANAGEMENT, INC. Annual Meeting of Stockholders THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS The undersigned stockholder(s) of Waste Management, Inc., a Delaware corporation, hereby acknowledge(s) receipt of the Proxy Statement dated April 1, 2025, and hereby appoint(s) James C. Fish, Jr. and Charles C. Boettcher, Sr., and each of them, proxies and attorneys-in-fact, with full power to each of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the Annual Meeting of Stockholders of Waste Management, Inc., to be held May 13, 2025, at 11:00 A.M., Central Time and at any adjournment(s) or postponement(s) thereof, and to vote all shares of Common Stock whichthe undersigned would be entitled to vote if then and there personally present, on all matters set forth on the reverse side.Attention participants in 401(k) plans: If you have an interest in the Common Stock of Waste Management, Inc. through participation in the Waste Management Retirement Savings Plan, you may confidentially instruct the Trustee(s) of the plan on how to vote the shares representing your proportionate interest in such plan's assets. The Trustee(s) shall vote shares in accordance with any instructions received. Any shares for which the Trustee(s) has/have not received timely voting instructions shall be voted by the Trustee(s), pursuant to the direction of the State Street Bank and Trust Company, as Investment Manager for the Common Stock held through the plan. The voting deadline for 401(k) plan participants is 11:59 P.M. Eastern Timeon May 11, 2025.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.