Item 1.02 Termination of a Material Definitive Agreement.
On November 17, 2020, Waste Management, Inc. (the "Company") terminated its
364-day $3.0 billion U.S. revolving credit facility dated July 28, 2020, with
the lenders party thereto and Mizuho Bank, Ltd., as administrative agent (the
"Credit Agreement"). All existing debt for borrowed money under the Credit
Agreement was repaid in full with the proceeds from the Company's issuance and
sale of $2.5 billion of senior notes that closed on November 17, 2020.
A summary of the material terms of the Credit Agreement are set forth in Item
1.01 of the Company's Current Report on Form 8-K filed July 30, 2020 and are
incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On November 17, 2020, the Board of Directors (the "Board") approved the amended
and restated by-laws of the Company (the "Amended and Restated By-laws"),
effective as of November 18, 2020. The Amended and Restated By-laws (i) include
a new Section 2.17 that serves to opt-out of Section 116 of the General
Corporation Law of the State of Delaware (the "DGCL") by requiring that notices
and other information or documents provided by stockholders to the Company
pursuant to by-law requirements must be delivered in writing and (ii) provide
that the number of nominees that a stockholder seeks to nominate for election to
the Board under the advance notice by-law provision may not exceed the number of
directors to be elected at the meeting. The Amended and Restated By-laws also
include minor clarifications and changes intended to respond and conform to
recent amendments to the DGCL.
The above description is qualified in its entirety by reference to the Amended
and Restated By-Laws, a copy of which is filed as Exhibit 3.2 to this Current
Report on Form 8-K and is incorporated herein by reference.
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