WASTE MANAGEMENT INC

For the period ended May 12, 2026. Filed Mar 31, 2026.

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 12, 2026 · Filed Mar 31, 2026

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

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Contents

APPENDIX BB-1

APPENDIX B

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, Margin performance measure 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, 2025 ·
· · · · Revenue · · · Income from Operations · · · Depreciation, Depletion and Amortization · · · Operating EBITDA ·
	As reported amounts	$25,204	$4,308	$2,863	$7,171
	Adjustments:
	LESS: Net impacts of recycling brokerage business	691	38	—	38
	LESS: Contributions from wildfire volumes that exceeded the estimate used when setting performance measures	12	33	4	37
	ADD: “Restructuring” and “(Gain) Loss from Divestitures, Asset Impairments and Unusual Items, Net”	—	299	—	299
	ADD: Stericycle integration costs	—	45	—	45
	LESS: Accrual adjustment(a)	—	2	—	2
	Calculated Performance Amounts	$24,501	$4,579	$2,859	$7,438
	Margin Performance Measure(b)				30.4%

· · · · Twelve Months Ended December 31, 2024 ·
· · · · Revenue · · · Income from Operations · · · Depreciation, Depletion 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

· · · · Twelve Months Ended December 31, 2023 ·
· · · · Revenue · · · Income from Operations · · · Depreciation, Depletion 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

2026 Proxy Statement| B-1

· · · · Twelve Months Ended December 31, 2022 ·
· · · · Revenue · · · Income from Operations · · · Depreciation, Depletion 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(a)	—	2	—	2
	Calculated Performance Amounts	$18,919	$3,439	$2,036	$5,475

· · · · Twelve Months Ended December 31, 2021 ·
· · · · Revenue · · · Income from Operations · · · Depreciation, Depletion 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(a)	—	5	—	5
	Calculated Performance Amounts	$17,931	$2,962	$1,999	$4,961

· · · · Three Years Ended December 31, 2025 ·
· · · · Net Cash Provided by Operating Activities · · · Capital Expenditures · · · Proceeds from Normal Course Divestitures · · · Cash Flow Generation ·
	As reported amounts	$16,152	$9,353	$357	$7,156
	Adjustments:
	Costs associated with labor disruptions and multiemployer plan withdrawal	10	—	—	10
	Restructuring	23	—	—	23
	Transaction and integration costs incurred in support of strategic acquisitions, including Stericycle	110	—	—	110
	Post-closing contributions from the Stericycle acquisition and tax impact	(359)	(221)	—	(138)
	Incremental sustainability growth capital investments(c)	—	(415)	—	415
	Benefits from bonus depreciation legislation	(126)			(126)
	Investment Tax Credits(c)	(73)	—	—	(73)
	Calculated Performance Amounts	$15,737	$8,717	$357	$7,377

(a)

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

(b)

As reported, Operating EBITDA, divided by revenue, is equal to 28.5%.

(c)

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

B-2| 2026 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 RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLYV84807-P44986For Against AbstainFor Against Abstain! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !WASTE MANAGEMENT, INC. 800 CAPITOL STREETSUITE 3000HOUSTON, TX 77002WASTE MANAGEMENT, INC.1. Election of Directors2. Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2026.4. Proposal to amend and restate our Employee Stock Purchase Plan to increase the number of shares authorized for issuance.3. Approval, on an advisory basis, of our executive compensation.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 is made, this proxy will be voted FOR each of the nominees in item 1 and FOR proposals 2, 3 and 4. If any other matters properly come before the meeting, the persons named in this proxy will vote in their discretion.NOTE: In their discretion, upon such other matters that may properly come before the meeting or any adjournment or adjournments thereof.The Board of Directors recommends you vote FOR each of the nominees in item 1.The Board of Directors recommends you vote FOR proposals 2, 3 and 4. Nominees:1a. 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. SylvesterSCAN TO VIEW MATERIALS & VOTE wVOTE BY INTERNET Before 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 information up until 11:59 p.m. Eastern Time on May 11, 2026. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.VOTE BY PHONE -1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May 11, 2026. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

V84808-P44986Important 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, 2025 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 March 31, 2026, 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 12, 2026, at 11:00 A.M., Central Time and at any adjournment(s) or postponement(s) thereof, and to vote all shares of Common Stock which the 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 an independent fiduciary for the plan. The voting deadline for 401(k) plan participants is 11:59 P.M. Eastern Time on May 7, 2026.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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