Item 5.07. Submission of Matters to a Vote of Security Holders.






At the Annual Meeting of Stockholders of Waste Management, Inc. (the "Company")
held on May 12, 2020, a total of 367,426,884 shares of the Company's common
stock, out of a total of 423,627,187 shares of common stock outstanding and
entitled to vote, were present in person or represented by proxies. The
proposals set forth below were voted on by the Company's stockholders. Each of
the director nominees were elected, and the Company's stockholders approved

each
of proposals 2, 3 and 4.



1. Election to the Company's Board of Directors of the following eight director
nominees:



                                             Number of             Number of                             Broker
                Name                     Affirmative Votes       Negative Votes      Abstentions       Non-Votes
Frank M. Clark, Jr.                          299,155,493              13,127,073         424,930        54,719,388
James C. Fish, Jr.                           308,997,590               3,302,060         407,846        54,719,388
Andrés R. Gluski                             310,290,557               1,958,991         457,948        54,719,388
Victoria M. Holt                             181,760,684             129,447,656        1,449,156       54,719,388
Kathleen M. Mazzarella                       302,942,559               9,296,867         468,070        54,719,388
William B. Plummer                           306,728,291               5,521,207         457,998        54,719,388
John C. Pope                                 267,406,110              44,873,819         427,567        54,719,388
Thomas H. Weidemeyer                         291,161,110              21,107,629         438,757        54,719,388

2. Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020:





    For          Against      Abstentions
359,784,976     6,944,739       697,169

3. Approval, by non-binding vote, of the Company's executive compensation as described in the Company's 2020 proxy statement:





    For          Against       Abstentions     Broker Non-Votes
297,892,941     13,378,394      1,436,161         54,719,388

4. Approval to amend and restate the Company's Employee Stock Purchase Plan to authorize additional shares for issuance:





    For          Against      Abstentions     Broker Non-Votes
309,572,986     2,396,101       738,409          54,719,388




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Item 8.01 Other Events.




On May 13, 2014, the stockholders of the Company approved adoption of the Waste
Management, Inc. 2014 Stock Incentive Plan (the "Plan"). On May 12, 2020, the
Board of Directors of the Company amended the Plan to provide that any future
shares surrendered in payment of the exercise price or purchase price of an
award pursuant to the Plan, and any future shares withheld for payment of
applicable employment taxes and/or withholding obligations associated with an
award pursuant to the Plan, shall be deemed issued and shall no longer be
available for the grant of another award under the Plan. This description is
qualified in its entirety by reference to the First Amendment to the Plan, filed
herewith as Exhibit 10.2.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits



                                 Exhibit Index

Exhibit
Number                                   Description
             Waste Management, Inc. Employee Stock Purchase Plan (As

Amended and


  10.1     Restated Effective May 12, 2020)

             First Amendment to the Waste Management, Inc. 2014 Stock Incentive
  10.2     Plan

           Cover Page Interactive Data File (embedded within the Inline XBRL
104        document)




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