Sector: Industrials
WASTE MANAGEMENT INC · Meeting: May 12, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Director Nominees
Joined in March 2024, well within the 24-month new-director exemption from the TSR trigger, and brings relevant executive leadership and logistics experience; no overboarding, attendance, or independence concerns.
Joined February 2023, still within the 24-month new-director exemption window, holds one outside public board seat, and brings strong operational and renewable energy expertise relevant to WM's strategy.
CEO and director since 2016; WM's 3-year total return of +56.7% is strong positive and trails the peer group median by only 10.1 percentage points, well below the 50-point trigger threshold required to vote against, and he holds only one outside board seat.
Director since 2015 with deep energy and financial expertise; the 3-year peer underperformance gap of 10.1 percentage points is far below the 50-point trigger threshold for a strong-positive-TSR company, and he holds one outside public board seat.
Director since 2013 with relevant manufacturing and sustainability background; WM's strong positive 3-year TSR means the underperformance gap of 10.1pp must exceed 50pp to trigger a vote against, which it does not, and she holds two outside public board seats — below the four-seat limit.
Non-Executive Chair since 2023 and director since 2015; the TSR underperformance gap of 10.1pp is well below the 50pp trigger threshold for a strong-positive-TSR company, and she holds two outside public board seats — below the four-seat limit.
Director since March 2021 with technology and transportation expertise; the 3-year peer underperformance gap of 10.1pp is far below the 50pp trigger threshold, and he holds one outside public board seat.
Audit Committee Chair since 2019 with deep financial and CFO expertise meeting the audit committee financial expert standard; the TSR underperformance gap of 10.1pp is well below the 50pp trigger threshold, and he holds one outside public board seat.
Director since March 2021 with technology and energy expertise; the 3-year peer underperformance gap of 10.1pp is well below the 50pp trigger threshold for a strong-positive-TSR company, and she holds three outside public board seats — below the four-seat limit.
All nine directors receive a FOR vote. WM's 3-year total shareholder return of +56.7% is solidly positive, and the gap versus the company-disclosed peer group median of only 10.1 percentage points is far below the 50-point threshold required to trigger a vote against directors for a company with strong positive TSR. No director is overboarded, attendance was 100% across the board, all committee assignments respect independence requirements, and no familial relationships with senior management were identified.
CEO
James C. Fish, Jr.
Total Comp
$19,048,786
Prior Support
93%%
CEO total compensation of approximately $19 million is consistent with benchmarks for a CEO of a ~$93 billion market-cap Industrials company, and the pay structure is well-designed: 76% of CEO target pay is tied to long-term equity awards, and performance stock awards use a three-year TSR-versus-S&P-500 measure plus a three-year cash-flow measure — both meaningful, long-term, and objectively measurable. The prior Say on Pay vote received approximately 93% support, well above the 70% threshold that would require a remediation check, and the company has a robust clawback policy covering financial restatements and misconduct. Pay-for-performance alignment is reasonable: WM delivered +56.7% total shareholder return over three years, and the annual incentive payout of approximately 103% of target reflects modestly above-target business performance, not a disconnect between pay and results.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Ernst & Young is a Big 4 firm appropriate for a company of WM's size and complexity. The proxy filing text does not include the auditor fee table, so the non-audit fee ratio cannot be calculated — per policy, the tenure trigger requires confirmed data to fire and the fee trigger requires confirmed data as well, so neither trigger fires; no material restatements were disclosed, and the default vote is FOR.
The 2026 WM annual meeting ballot is straightforward: all nine director nominees receive a FOR vote as WM's strong positive 3-year TSR and the modest peer-group underperformance gap well below policy thresholds raise no TSR concerns, and no overboarding, attendance, or independence issues are present. The Say on Pay vote also receives a FOR based on a well-structured, performance-heavy compensation program with strong prior shareholder support, and the auditor ratification receives a FOR as Ernst & Young is an appropriate Big 4 firm with no disclosed disqualifying issues.
25 companies disclosed in 2026 proxy filing
