Waste Management, Inc.
Extract: Charter Amended/Restated (Plain English Desc) from a 8-K on 05/17/2024   Download
SEC Document
SEC Filing

At the Annual Meeting of Stockholders of Waste Management, Inc. (the “Company”) held on May 14, 2024 (the “Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s Third Restated Certificate of Incorporation (the “Certificate”) to eliminate or limit the personal liability of certain officers for monetary damages associated with claims of breach of the duty of care in certain instances (referred to as “exculpation”) as permitted by the Delaware General Corporation Law (“DGCL”) and also simplify the existing exculpation provision related to directors of the Company set forth in the Certificate by referring to the DGCL as the same exists or may hereafter be amended instead of specifying each instance where exculpation for directors is currently not available under the DGCL (the “Charter Amendment”). As a result of the Charter Amendment, if the DGCL is further amended to eliminate or limit the liability of officers or directors, the liability of such officers and directors will be limited or eliminated to the fullest extent permitted by law, as so amended.

The Charter Amendment had been previously approved by the Company’s Board of Directors. On May 14, 2024, the Company filed a Certificate of Amendment with the Delaware Secretary of State, which became effective upon filing. The foregoing is qualified by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Company subsequently filed a restatement of the Certificate with the Delaware Secretary of State on May 15, 2024 (the “Fourth Restated Certificate of Incorporation”), which became effective upon filing and only restates the Certificate and integrates the Charter Amendment.