<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
WMX TECHNOLOGIES, INC.
(Name of Registrant as Specified In Its Charter)
THE BOARD OF DIRECTORS OF WMX TECHNOLOGIES, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:/1/
(4) Proposed maximum aggregate value of transaction:
- --------
/1/Set forth the amount on which the filing fee is calculated and state how it
was determined.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
WMX LOGO
WMX TECHNOLOGIES, INC.
3003 Butterfield Road-Oak Brook, Illinois 60521
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 13, 1994
You are cordially invited to attend the annual meeting of stockholders of WMX
Technologies, Inc. which will be held at the Drury Lane Theater, 100 Drury Lane
(Illinois Highway 83 and Roosevelt Road), Oakbrook Terrace, Illinois, on
Friday, May 13, 1994, at 2:00 p.m., Central time, for the following purposes:
1. To elect directors.
2. To transact such other business as may properly come before the meeting.
Only stockholders of record at the close of business on March 23, 1994 are
entitled to vote at the meeting. A list of such stockholders will be available
for examination by any stockholder for any purpose germane to the meeting,
during normal business hours, at the principal office of the Company, 3003
Butterfield Road, Oak Brook, Illinois, for a period of 10 days prior to the
meeting.
It is important that your shares be represented at the meeting regardless of
the size of your holdings. Whether or not you intend to be present at the
meeting in person, we urge you to mark, date and sign the enclosed proxy and
return it in the envelope provided for that purpose, which does not require
postage if mailed in the United States.
/s/ Herbert A. Getz
Herbert A. Getz
Vice President and Secretary
Oak Brook, Illinois
March 30, 1994
YOU ARE URGED TO MARK, DATE AND SIGN THE ENCLOSED
PROXY AND RETURN IT PROMPTLY. THE PROXY IS
REVOCABLE AT ANY TIME PRIOR TO ITS USE.
Printed on
recycled paper
LOGO
<PAGE>
WMX TECHNOLOGIES, INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 13, 1994
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of WMX Technologies, Inc. (the "Company") of proxies for use
at the annual meeting of stockholders of the Company to be held at the Drury
Lane Theater, 100 Drury Lane (Illinois Highway 83 and Roosevelt Road), Oakbrook
Terrace, Illinois at 2:00 p.m., Central time, on May 13, 1994, and at any
adjournment or adjournments thereof. Proxies properly executed and returned in
a timely manner will be voted at the meeting in accordance with the directions
noted thereon. If no direction is indicated, they will be voted for the
election of the nominees named herein as directors and on other matters
presented for a vote in accordance with the judgment of the persons acting
under the proxies. Any stockholder giving a proxy has the power to revoke it at
any time before it is voted, either in person at the meeting, by written notice
to the Secretary of the Company or by delivery of a later-dated proxy.
Election of each director requires the affirmative vote of the holders of a
plurality of the shares of the Company's common stock present in person or
represented by proxy and entitled to vote at the meeting. Abstentions and
broker non-votes are counted as shares present in the determination of whether
the shares of stock represented at the meeting constitute a quorum. Each is
tabulated separately. Abstentions are counted in tabulations of the votes cast
on proposals presented to stockholders, whereas broker non-votes are not
counted for purposes of determining whether a proposal has been approved. The
Board of Directors has adopted a confidential voting policy whereby any proxy,
written consent or ballot submitted to the Company by a stockholder in
connection with the annual meeting will be kept confidential and not be
disclosed to the Company or any of its directors, officers, or employees except
in the event of a contested proxy solicitation or whenever necessary to meet
applicable legal requirements (including asserting or defending a claim by or
against the Company and investigating possible voting irregularities). The
Company's transfer agent may continue to send the Company any proxy card on
which a stockholder has written a comment. The confidential voting policy also
provides that the vote tabulators and inspectors of election acting at the
meeting will be independent.
The Company's executive offices are located at 3003 Butterfield Road, Oak
Brook, Illinois 60521 (telephone 708/572-8800). It is expected that proxy
materials will be mailed to stockholders beginning on or about March 30, 1994.
SHARES OUTSTANDING AND VOTING RIGHTS
Only stockholders of record at the close of business on March 23, 1994 are
entitled to vote at the annual meeting of stockholders. The only voting stock
of the Company outstanding is its common stock, of which 483,615,700 shares
were outstanding of record as of the close of business on March 23, 1994. Each
share of common stock is entitled to one vote.
ELECTION OF DIRECTORS
Four directors are to be elected at the meeting. The persons named below have
been designated by the Board as nominees for election as Class III directors,
for a term expiring at the annual meeting of stockholders in 1997. All of the
nominees are serving as Class III directors as of the date hereof, with the
exception of Mr. Peer Pedersen, who is currently serving as a Class II
director. It is the intention of the Board of Directors to fill the vacancy
which will exist in Class II by electing an additional director to that class
from among candidates recommended by the Board's independent Nominating
Committee.
1
<PAGE>
Unless otherwise instructed, properly executed proxies which are returned in
a timely manner will be voted for election of the four nominees for Class III
directors. If, however, any of such nominees should be unable or should fail to
act as such by virtue of an unexpected occurrence, the proxies will be voted
for such other person or persons as will be determined by the holders of the
proxies in their discretion, or the Board of Directors may make an appropriate
reduction in the number of directors to be elected. The Class I and Class II
directors named below have terms which expire in 1995 and 1996, respectively.
NOMINEES FOR TERMS EXPIRING AT THE ANNUAL MEETING IN 1997 (CLASS III
DIRECTORS):
Dean L. Buntrock, age 62, has been a director of the Company and has served
as its Chairman of the Board and Chief Executive Officer since 1968. From
September 1980 to November 1984, he also served as President of the Company.
Since May 1993, Mr. Buntrock has also been Chairman of the Board of Chemical
Waste Management, Inc. ("CWM"), which is an approximately 79%-owned subsidiary
of the Company, a position he previously held from 1986 to September 1991. Mr.
Buntrock is also a director of Wheelabrator Technologies Inc. ("WTI"), which is
an approximately 55%-owned subsidiary of the Company, and Waste Management
International plc ("WM International"), which is a subsidiary owned 56% by the
Company and 12% by each of WTI and Rust International Inc. ("Rust"), Rust,
which is a subsidiary owned approximately 56% by CWM and 40% by WTI, Boston
Chicken, Inc., First Chicago Corporation and Stone Container Corporation.
Howard H. Baker, Jr., age 68, has served as a director of the Company since
1989 and has been a member of the law firm of Baker, Worthington, Crossley,
Stansberry & Woolf for more than the past five years. From March 1987 to July
1988, Mr. Baker held the position of Chief of Staff to the President of the
United States. Mr. Baker served three terms as a member of the United States
Senate from 1967 to 1985. Mr. Baker is also a director of Federal Express
Corporation, Pennzoil Company and United Technologies Corp.
Peter H. Huizenga, age 55, has served as a director of the Company since 1968
and President of Huizenga Capital Management, an investment management firm,
since October 1990. He has also been of counsel to the law firm of Hlustik,
Huizenga & Williams for more than the past five years. From January 1, 1989
until December 31, 1993, Mr. Huizenga served as a consultant to the Company.
Mr. Huizenga served as Vice President and Secretary of the Company from May
1975 and September 1968, respectively, until his retirement from those
positions on January 1, 1988. Mr. Huizenga is also a director of CWM.
Peer Pedersen, age 69, has served as a director of the Company since 1979 and
Chairman of the Board of the law firm of Pedersen & Houpt, P.C. for more than
the past five years. Mr. Pedersen is also a director of Aon Corporation, Boston
Chicken, Inc., Discovery Zone, Inc., Mallard Coach Company, Inc. and CWM.
DIRECTORS WHOSE TERMS EXPIRE AT THE ANNUAL MEETING IN 1995 (CLASS I DIRECTORS):
H. Jesse Arnelle, age 60, has been a director of the Company since 1992 and
senior partner of Arnelle & Hastie, a San Francisco-based corporate law firm,
for more than the past five years. He currently also serves as the Vice
Chairman of the Penn State University Board of Trustees. Mr. Arnelle is also a
director of Florida Power & Light (FPL Group), Eastman Chemical Corporation,
Textron Corporation, Wells Fargo & Company and Wells Fargo Bank N.A.
Jerry E. Dempsey, age 61, has served as a director of the Company since 1984,
and since September 1993, as Chairman and Chief Executive Officer of PPG
Industries, Inc., a glass, coatings and chemicals company. From April 1984 to
May 1988, Mr. Dempsey served as Vice Chairman of the
2
<PAGE>
Board of the Company. From May 1988 to June 1993, Mr. Dempsey was Senior Vice
President of the Company. From July 1985 to September 1991, he was also
President and Chief Executive Officer of CWM. From September 1991 to May 1993,
Mr. Dempsey served as Chairman of the Board of CWM. Mr. Dempsey is also a
director of Navistar International Corp. and PPG Industries, Inc.
James R. Peterson, age 66, has served as a director of the Company since 1980
and was a director and President and Chief Executive Officer of The Parker Pen
Company from January 1982 to January 1985. The Parker Pen Company was
principally involved in the manufacture and distribution of writing instruments
and in providing temporary help services. Mr. Peterson is also a director of
The Dun & Bradstreet Corporation.
Alexander B. Trowbridge, age 64, has served as a director of the Company
since 1985 and President of Trowbridge Partners, Inc., a consulting services
firm, since January 1990. He was President of the National Association of
Manufacturers, Washington, D.C., from January 1980 to January 1990. Mr.
Trowbridge also served as U.S. Secretary of Commerce in 1967 and 1968 and as
Vice Chairman of Allied Signal Corp. from 1976 to 1980. Mr. Trowbridge has
served as a consultant to the Company since 1991. He also serves as a director
of New England Mutual Life Insurance Co., PHH Corp., The Rouse Co., Sun Resorts
International Ltd., Harris Corp., Sun Co. Inc., The Gillette Co., Warburg-
Pincus Counsellors Funds and Icos Corp.
DIRECTORS WHOSE TERMS EXPIRE AT THE ANNUAL MEETING IN 1996 (CLASS II
DIRECTORS):
Donald F. Flynn, age 54, has served as a director of the Company since 1981
and as Chairman of the Board and President of Flynn Enterprises, Inc., a
financial advisory and venture capital firm, since February 1988. He has also
served as Chairman of the Board and Chief Executive Officer of Discovery Zone,
Inc., a franchisor and operator of indoor fun and fitness centers for children,
since July 1992. Since January 1, 1991, Mr. Flynn has also served as a
consultant to the Company. Mr. Flynn was a Senior Vice President of the Company
from May 1975 to January 1991. He also served as the Company's Chief Financial
Officer from March 1972 to December 1989 and the Company's Treasurer from May
1979 to December 1986. Mr. Flynn also serves as a director of CWM, Discovery
Zone, Inc., Blockbuster Entertainment Corporation, Psychemedics Corporation,
WTI and WM International.
Phillip B. Rooney, age 49, has served as a director of the Company since 1981
and as its President and Chief Operating Officer since November 1984. Since
January 1994, he has also served as Chairman of the Board and Chief Executive
Officer of Waste Management, Inc., a wholly owned subsidiary of the Company.
Mr. Rooney commenced employment with the Company in March 1969 and first became
an officer of the Company in 1971. Since November 1990, he has served as
Chairman of the Board and Chief Executive Officer of WTI, and since January
1993, as Chairman of the Board of Rust. Mr. Rooney is also a director of
Illinois Tool Works Inc., Caremark International Inc., Urban Shopping Centers,
Inc., ServiceMaster Management Corporation (the general partner of
ServiceMaster Limited Partnership), WTI, Rust, CWM and WM International.
3
<PAGE>
SECURITIES OWNERSHIP OF MANAGEMENT
OWNERSHIP OF COMPANY COMMON STOCK
The following table sets forth certain information as of February 1, 1994 as
to the beneficial ownership of common stock of the Company by the directors,
the Chairman of the Board and Chief Executive Officer and the four other most
highly compensated executive officers of the Company as of December 31, 1993,
by each of two individuals who ceased to be executive officers of the Company
during 1993 but whose reportable salary and bonus would have placed them in the
group of the four other most highly compensated executive officers of the
Company, and by all directors and persons serving as executive officers of the
Company as a group:
<TABLE>
<CAPTION>
NUMBER OF SHARES
OF COMMON STOCK PERCENT OF
OF THE COMPANY COMMON
BENEFICIALLY STOCK OF HE
NAME OWNED(1)(2) COMPANY(2)(3)
---- ---------------- --------------
<S> <C> <C>
Dean L. Buntrock............................ 3,073,992 *
Phillip B. Rooney........................... 742,239 *
H. Jesse Arnelle............................ 6,100 *
Howard H. Baker, Jr......................... 22,000 *
Jerry E. Dempsey............................ 540,393 *
Donald F. Flynn............................. 1,012,526 *
Peter H. Huizenga........................... 8,131,130 1.7
Peer Pedersen............................... 212,381 *
James R. Peterson........................... 82,400 *
Alexander B. Trowbridge..................... 20,000 *
James E. Koenig............................. 192,786 *
J. Steven Bergerson......................... 218,820 *
Thomas C. Hau............................... 49,880 *
William P. Hulligan......................... 212,770 *
D. P. Payne................................. 71,939 *
All directors and executive officers as a
group
including persons named above (17 persons). 14,735,281 3.0
</TABLE>
- --------
* Less than 1 percent.
(1) Directors and executive officers included in the group have sole voting
power and sole investment power over shares listed, except (i) shares
covered by options granted under the Company's stock option plans which
were exercisable within 60 days of February 1, 1994; (ii) shares held
pursuant to the Company's Profit Sharing and Savings Plan; and (iii)
Messrs. Bergerson, Buntrock, Huizenga, Koenig, Pedersen and Rooney, and all
executive officers and directors as a group (including such individuals),
who have shared voting and investment power over 850, 132,888, 224,394,
82,428, 12,381, 30,074 and 519,827 shares, respectively. Such shares shown
for Messrs. Buntrock, Huizenga, Pedersen and Rooney are held in trusts or
foundations over which such individuals share voting and investment power
with other co-trustees or directors of such trusts and foundations. Such
shares shown for Mr. Bergerson are held jointly with his spouse, and such
shares shown for Mr. Koenig are held jointly with his former spouse.
Ownership of shares shown for Messrs. Buntrock, Dempsey, Huizenga and
Rooney, and for all executive officers and directors as a group, includes
shares of common stock of the Company not held directly by them but held by
or for the benefit of (i) their spouses or (ii) their minor children and
other children residing with them, as to which they have neither investment
power nor voting power. Shares were held by or for the benefit of such
spouses or children of the following persons and the executive officers and
directors as a group at February 1, 1994, in the amounts indicated: Mr.
4
<PAGE>
Buntrock-40,314 (held by spouse); Mr. Dempsey-1,000 (held by spouse); Mr.
Huizenga-680,598 (held by spouse directly and as trustee); Mr. Rooney-
104,643 (held directly by adult child and by spouse directly and as trustee
for children); and all executive officers and directors as a group
(including such individuals)-826,872. Additionally, ownership of shares
shown for Mr. Koenig includes 1,200 shares held by him as trustee of a
family trust in which Mr. Koenig has no pecuniary interest. Each of the
above named persons and the members of such group disclaim any beneficial
ownership of such shares.
(2) The numbers and percentages of shares shown in the table above are based on
the assumption that currently outstanding stock options covering shares of
the Company's common stock which were exercisable within 60 days of
February 1, 1994 had been exercised as follows: Mr. Arnelle-6,000; Mr.
Baker-20,000; Mr. Bergerson-59,506; Mr. Buntrock-282,122; Mr. Dempsey-
120,373; Mr. Flynn-29,893; Mr. Hau-49,852; Mr. Hulligan-81,766; Mr. Koenig-
107,767; Mr. Payne-71,739; Mr. Rooney-211,521; Mr. Trowbridge-20,000; and
all executive officers and directors as a group (including such
individuals)-1,162,261. Such persons and the members of such group disclaim
any beneficial ownership of the shares subject to such options.
(3) The Company does not know of any person who, as of February 1, 1994, owned
more than five percent of the Company's outstanding common stock.
OWNERSHIP OF CWM COMMON STOCK
The following table sets forth certain information as of February 1, 1994 as
to the beneficial ownership of CWM common stock by the directors, the Chairman
of the Board and Chief Executive Officer and the four other most highly
compensated executive officers of the Company as of December 31, 1993, by each
of two individuals who ceased to be executive officers of the Company during
1993 but whose reportable salary and bonus would have placed them in the group
of the four other most highly compensated executive officers of the Company,
and by all directors and persons serving as executive officers of the Company
as a group:
<TABLE>
<CAPTION>
NUMBER OF
SHARES OF CWM
COMMON STOCK PERCENT OF
BENEFICIALLY CWM COMMON
NAME OWNED(1)(2)(3) STOCK(2)(3)
---- -------------- -----------
<S> <C> <C>
Dean L. Buntrock................................. 614,033 *
Phillip B. Rooney................................ 627,105 *
H. Jesse Arnelle................................. 0 *
Howard H. Baker, Jr.............................. 0 *
Jerry E. Dempsey................................. 400,934 *
Donald F. Flynn.................................. 300,668 *
Peter H. Huizenga................................ 170,516 *
Peer Pedersen.................................... 40,000 *
James R. Peterson................................ 5,200 *
Alexander B. Trowbridge.......................... 1,000 *
James E. Koenig.................................. 89,021 *
J. Steven Bergerson.............................. 900 *
Thomas C. Hau.................................... 45 *
William P. Hulligan.............................. 10,164 *
D. P. Payne...................................... 123,530 *
All directors and executive officers as a group
including persons named above (17 persons)...... 2,383,216 1.1
</TABLE>
- --------
*Less than 1 percent.
5
<PAGE>
(1) Directors and executive officers included in the group have sole voting
power and sole investment power over CWM shares listed, except (i) CWM
shares covered by options exercisable within 60 days of February 1, 1994;
(ii) CWM shares issuable upon exchange of Liquid Yield Option Notes due
2012 ("Exchangeable LYONs"); (iii) CWM shares held pursuant to the
Company's Profit Sharing and Savings Plan; and (iv) Messrs. Koenig and
Trowbridge, and all executive officers and directors as a group (including
such individuals), who have shared voting and investment power over 1,203,
1,000 and 2,303 CWM shares, respectively. Such CWM shares shown for Mr.
Koenig are held jointly with his former spouse, and such CWM shares shown
for Mr. Trowbridge are held jointly with his spouse. Ownership of shares
shown for Messrs. Dempsey and Huizenga, and for all executive officers and
directors as a group, includes CWM shares not held directly by them but
held by or for the benefit of (i) their spouses or (ii) their minor
children and other children residing with them, as to which they have
neither investment power nor voting power. CWM shares were held by or for
the benefit of such spouses or children of the following persons and the
directors and executive officers as a group at February 1, 1994, in the
amounts indicated: Mr. Dempsey--2,000 (held by spouse); Mr. Huizenga--9,142
(including 345 shares issuable upon exchange of Exchangeable LYONs (held by
spouse as custodian for children)); and all executive officers and
directors as a group (including such individuals)--11,142 (including 345
shares issuable upon exchange of Exchangeable LYONs). Each of the above
named persons and the members of such group disclaim any beneficial
ownership of such shares.
(2) Excludes an aggregate of 164,278,417 CWM shares beneficially owned by the
Company that may be deemed to be beneficially owned by Messrs. Buntrock and
Rooney because each such person may be deemed to be an affiliate of the
Company. Each such person disclaims any beneficial ownership of such CWM
shares.
(3) The numbers and percentages of CWM shares shown in the table above are
based on the assumption that currently outstanding stock options covering
CWM shares which were exercisable within 60 days of February 1, 1994 had
been exercised as follows: Mr. Buntrock--342,099; Mr. Dempsey--295,649; Mr.
Flynn--163,384; Mr. Koenig--87,818; Mr. Payne--123,530; Mr. Rooney--
515,951; and all executive officers and directors as a group (including
such individuals)--1,528,431. Such numbers and percentages also assume that
344 CWM shares were issued to Mr. Huizenga upon exchange of Exchangeable
LYONs. Such persons and the members of such group disclaim any beneficial
ownership of the CWM shares subject to such options or issuable upon
exchange of Exchangeable LYONs.
6
<PAGE>
OWNERSHIP OF WTI COMMON STOCK
The following table sets forth certain information as of February 1, 1994 as
to the beneficial ownership of WTI common stock by the directors, the Chairman
of the Board and Chief Executive Officer and the four other most highly
compensated executive officers of the Company as of December 31, 1993, by each
of two individuals who ceased to be executive officers of the Company during
1993 but whose reportable salary and bonus would have placed them in the group
of the four other most highly compensated executive officers of the Company,
and by all directors and persons serving as executive officers of the Company
as a group:
<TABLE>
<CAPTION>
NUMBER OF SHARES
OF WTI COMMON PERCENT OF
STOCK BENEFICIALLY WTI COMMON
NAME OWNED(1)(2)(3) STOCK(2)(3)
---- ------------------ -----------
<S> <C> <C>
Dean L. Buntrock............................. 135,000 *
Phillip B. Rooney............................ 274,769 *
H. Jesse Arnelle............................. 0 *
Howard H. Baker, Jr.......................... 0 *
Jerry E. Dempsey............................. 34,336 *
Donald F. Flynn.............................. 80,245 *
Peter H. Huizenga............................ 0 *
Peer Pedersen................................ 0 *
James R. Peterson............................ 0 *
Alexander B. Trowbridge...................... 0 *
James E. Koenig.............................. 243,000 *
J. Steven Bergerson.......................... 0 *
Thomas C. Hau................................ 0 *
William P. Hulligan.......................... 40,000 *
D. P. Payne.................................. 0 *
All directors and executive officers as a
group
including persons named above (17 persons).. 1,047,550 *
</TABLE>
- --------
*Less than 1 percent.
(1) Directors and executive officers included in the group have sole voting
power and sole investment power over WTI shares listed, except (i) WTI
shares covered by options exercisable within 60 days of February 1, 1994;
(ii) Mr. Koenig, and all executive officers and directors as a group
(including Mr. Koenig), who have shared voting and investment power over
3,000 and 3,200 WTI shares, respectively (such WTI shares shown for Mr.
Koenig are held jointly with his former spouse); and (iii) 10,000 WTI
shares deemed to be beneficially owned by each of Messrs. Buntrock, Flynn
and Rooney as a result of restricted units granted pursuant to WTI's
Restricted Unit Plan for Non-Employee Directors. Such persons disclaim any
beneficial ownership of the WTI shares subject to such restricted units.
(2) Excludes an aggregate of 104,621,810 WTI shares beneficially owned by the
Company that may be deemed beneficially owned by Messrs. Buntrock and
Rooney because each such person may be deemed to be an affiliate of the
Company. Excludes an aggregate of 1,025,724 WTI shares beneficially owned
by CWM that may be deemed beneficially owned by Messrs. Koenig and Payne
because each such person may be deemed to be an affiliate of CWM. Each such
person disclaims any beneficial ownership of such WTI shares.
(3) The numbers and percentages of WTI shares shown in the table above are
based on the assumption that currently outstanding stock options covering
WTI shares which were exercisable within 60 days of February 1, 1994 had
been exercised as follows: Mr. Buntrock--33,336; Mr. Dempsey--33,336; Mr.
Hulligan--40,000; Mr. Koenig--240,000 and all executive officers and
directors as a group (including such individuals)--586,672. Such persons
and the members of such group disclaim any beneficial ownership of the
shares subject to such options.
7
<PAGE>
OWNERSHIP OF RUST COMMON STOCK
The following table sets forth certain information as of February 1, 1994 as
to the beneficial ownership of Rust common stock by the directors, the Chairman
of the Board and Chief Executive Officer and the four other most highly
compensated executive officers of the Company as of December 31, 1993, by each
of two individuals who ceased to be executive officers of the Company during
1993 but whose reportable salary and bonus would have placed them in the group
of the four other most highly compensated executive officers of the Company,
and by all directors and persons serving as executive officers of the Company
as a group:
<TABLE>
<CAPTION>
NUMBER OF SHARES
OF RUST COMMON PERCENT OF
STOCK BENEFICIALLY RUST COMMON
NAME OWNED(1)(2)(3) STOCK(2)(3)
---- ------------------ -----------
<S> <C> <C>
Dean L. Buntrock............................. 15,000 *
Phillip B. Rooney............................ 60,010 *
H. Jesse Arnelle............................. 0 *
Howard H. Baker, Jr.......................... 0 *
Jerry E. Dempsey............................. 0 *
Donald F. Flynn.............................. 0 *
Peter H. Huizenga............................ 0 *
Peer Pedersen................................ 0 *
James R. Peterson............................ 0 *
Alexander B. Trowbridge...................... 0 *
James E. Koenig.............................. 10,168 *
J. Steven Bergerson.......................... 0 *
Thomas C. Hau................................ 0 *
William P. Hulligan.......................... 0 *
D. P. Payne.................................. 4,000 *
All directors and executive officers as a
group
including persons named above (17 persons).. 96,246 *
</TABLE>
- --------
* Less than 1 percent.
(1) Directors and executive officers included in the group have sole voting
power and sole investment power over Rust shares listed, except (i) Rust
shares covered by options exercisable within 60 days of February 1, 1994;
and (ii) Mr. Koenig, and all executive officers and directors as a group
(including Mr. Koenig), who have shared voting and investment power over
3,500 and 3,900 Rust shares, respectively. Such Rust shares shown for Mr.
Koenig are held jointly with his former spouse.
(2) Excludes an aggregate of 79,898,091 Rust shares beneficially owned by the
Company that may be deemed beneficially owned by Messrs. Buntrock and
Rooney because each such person may be deemed to be an affiliate of the
Company. Excludes an aggregate of 46,682,031 Rust shares beneficially owned
by CWM that may be deemed beneficially owned by Messrs. Koenig and Payne
because each such person may be deemed to be an affiliate of CWM, and
excludes an aggregate of 33,216,060 Rust shares beneficially owned by WTI
that may be deemed beneficially owned by Mr. Koenig because he may be
deemed to be an affiliate of WTI. Each such person disclaims any beneficial
ownership of such Rust shares.
(3) The numbers and percentages of Rust shares shown in the table above are
based on the assumption that currently outstanding stock options covering
Rust shares which were exercisable within 60 days of February 1, 1994 had
been exercised as follows: Mr. Koenig--6,668; Mr. Payne--4,000; Mr.
Rooney--50,010; and all executive officers and directors as a group
(including such individuals)--67,346. Such persons and members of such
group disclaim any beneficial ownership of the shares subject to such
options.
8
<PAGE>
OWNERSHIP OF WM INTERNATIONAL ORDINARY SHARES
The following table sets forth certain information as of February 1, 1994 as
to the beneficial ownership of WM International ordinary shares (including
ordinary shares represented by American Depositary Shares) by the directors,
the Chairman of the Board and Chief Executive Officer and the four other most
highly compensated executive officers of the Company as of December 31, 1993,
by each of two individuals who ceased to be executive officers of the Company
during 1993 but whose reportable salary and bonus would have placed them in the
group of the four other most highly compensated executive officers of the
Company, and by all directors and persons serving as executive officers of the
Company as a group:
<TABLE>
<CAPTION>
NUMBER OF SHARES
OF WM INTERNATIONAL PERCENT OF
ORDINARY SHARES WM INTERNATIONAL
BENEFICIALLY ORDINARY
NAME OWNED(1)(2)(3) SHARES (2)(3)
---- ------------------- ----------------
<S> <C> <C>
Dean L. Buntrock....................... 156,534 *
Phillip B. Rooney...................... 153,334 *
H. Jesse Arnelle....................... 0 *
Howard H. Baker, Jr.................... 1,000 *
Jerry E. Dempsey....................... 2,000 *
Donald F. Flynn........................ 333,334 *
Peter H. Huizenga...................... 550,000 *
Peer Pedersen.......................... 10,000 *
James R. Peterson...................... 0 *
Alexander B. Trowbridge................ 600 *
James E. Koenig........................ 143,334 *
J. Steven Bergerson.................... 0 *
Thomas C. Hau.......................... 26,667 *
William P. Hulligan.................... 20,000 *
D. P. Payne............................ 1,000 *
All directors and executive officers as
a group including persons named above
(17 persons).......................... 1,425,470 *
</TABLE>
- --------
*Less than 1 percent.
(1) Directors and executive officers included in the group have sole voting
power and sole investment power over WM International shares listed, except
(i) WM International shares covered by options exercisable within 60 days
of February 1, 1994; and (ii) Messrs. Koenig, Payne and Trowbridge, and all
executive officers and directors as a group (including such individuals),
who have shared voting and investment power over 8,000, 1,000, 600 and
10,600 WM International shares, respectively. Such WM International shares
shown for Mr. Koenig are held jointly with his former spouse, and such WM
International shares shown for Messrs. Payne and Trowbridge are held
jointly with their respective spouses. Ownership of shares shown for
Messrs. Buntrock, Dempsey, Huizenga and Koenig includes WM International
shares not held directly by them but held by or for the benefit of (i)
their spouses or (ii) their minor children, as to which they have neither
investment power nor voting power. WM International shares were held by or
for the benefit of such spouses or children of the following persons at
February 1, 1994 in the amounts indicated: Mr. Buntrock--3,000 (held by
spouse); Mr Dempsey--2,000 (held by spouse), Mr. Huizenga--30,000 (held by
spouse); and Mr. Koenig--2,000 (held by child). Each of the above named
persons disclaim any beneficial ownership of such shares.
(2) Excludes an aggregate of 300,000,000 WM International shares beneficially
owned by the Company that may be deemed beneficially owned by Messrs.
Buntrock and Rooney because each such person may be deemed to be an
affiliate of the Company. Excludes an aggregate of
9
<PAGE>
90,000,000 WM International shares beneficially owned by WTI and Rust that
may be deemed beneficially owned by Mr. Koenig because he may be deemed to
be an affiliate of WTI and Rust. Each such person disclaims any beneficial
ownership of such WM International shares.
(3) The numbers and percentages of WM International shares shown in the table
above are based on the assumption that currently outstanding stock options
covering WM International shares which were exercisable within 60 days of
February 1, 1994 had been exercised as follows: Messrs. Buntrock, Flynn,
Koenig and Rooney--133,334 each; Mr. Hau--26,667; and all executive
officers and directors as a group (including such individuals)--586,670.
Such persons and members of such group disclaim any beneficial ownership of
the shares subject to such options.
MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors has, pursuant to its powers, designated several
committees of the Board, including a Compensation and Stock Option Committee,
an Audit Committee and a Nominating Committee, the functions and membership of
which are described below. The Board of Directors held an aggregate of six
regular and special meetings in 1993.
The Compensation and Stock Option Committee is responsible for making
recommendations to the Board of Directors regarding salaries and incentive
bonuses to be paid to executive officers of the Company and for the
administration of the Company's 1982 Stock Option Plan, as amended (the "1982
Company Plan"), and the administration of and the grant of options under the
Company's 1992 Stock Option Plan (the "1992 Company Plan" and together with the
1982 Company Plan, the "Employee Plans"). The Audit Committee's functions
include making recommendations to the Board of Directors on the selection of
the Company's auditors, reviewing the arrangements for and scope of the
independent auditors' examination, meeting with the independent auditors, the
Board of Directors and certain officers of the Company to review the adequacy
of internal controls and reporting, and performing any other duties or
functions deemed appropriate by the Board. The Nominating Committee's function
is to identify and propose to the full Board nominees to fill vacancies on the
Board as they occur. The Nominating Committee will consider persons brought to
its attention by officers, directors and stockholders. Proposals may be
addressed to the Nominating Committee at the address shown on the cover of this
Proxy Statement, attention of the Secretary of the Company.
The Compensation and Stock Option Committee currently consists of Messrs.
Pedersen (Chairman), Baker and Peterson; the Audit Committee currently consists
of Messrs. Peterson (Chairman), Arnelle, Flynn and Trowbridge; and the
Nominating Committee currently consists of Messrs. Trowbridge (Chairman),
Arnelle, Baker, Flynn and Huizenga. The Compensation and Stock Option Committee
was formed in January 1993 as the successor to the Executive Compensation
Committee of the Board, at which time its functions were combined with those of
the Stock Option Committee and the Stock Option Committee was disbanded.
During 1993, the Compensation and Stock Option Committee met four times, the
Audit Committee met four times and the Nominating Committee met once. In 1993,
during the time each director served in such capacity, nine directors attended
100% of the aggregate of the regular and special meetings of the Board of
Directors and applicable committee meetings, and no director attended less than
80% of the aggregate of all meetings of the Board of Directors and applicable
committee meetings.
10
<PAGE>
COMPENSATION
The following table sets forth certain information with respect to
compensation for services in all capacities paid by the Company and its
subsidiaries for the past three years, to or on behalf of (i) the Chairman of
the Board and Chief Executive Officer of the Company at December 31, 1993, (ii)
each of the four other most highly compensated executive officers of the
Company serving at December 31, 1993 and (iii) each of two individuals who
ceased to be executive officers of the Company during 1993 but whose reportable
salary and bonus would have placed them in the group of the four other most
highly compensated executive officers of the Company:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
---------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
-------------------------------- ----------- ---------
SECURITIES
NAME AND OTHER ANNUAL UNDERLYING LONG-TERM ALL OTHER
PRINCIPAL COMPEN- OPTIONS INCENTIVE COMPEN-
POSITION YEAR SALARY BONUS SATION(1)(2) (SHARES)(4) PAYOUTS SATION(1)
--------- ---- ---------- -------- ------------ ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Dean L. Buntrock, 1993 $1,400,000 $ 0 $78,702(3) 122,449 $ 0 $5,217
Chairman and Chief 1992 1,100,000 550,000 79,854 150,999 0 9,522
Executive Officer 1991 1,100,000 0 -- 93,122 261,250 --
Phillip B. Rooney, 1993 1,000,000 0 -- 87,464 97,800(5) 5,217
President and Chief 1992 900,000 382,500 -- 123,545 880,200(5) 9,522
Operating Officer 1991 800,000 0 -- 67,725 192,500 --
James E. Koenig, 1993 500,000 0 -- 32,799 25,808(5) 5,217
Senior Vice 1992 440,300 161,500 -- 47,258 232,275(5) 9,522
President 1991 360,000 0 -- 25,397 57,968 --
J. Steven Bergerson, 1993 345,000 0 -- 22,631 0 5,217
Senior Vice 1992 312,500 115,500 -- 32,360 0 9,522
President 1991 285,000 0 -- 18,095 57,200 --
Thomas C. Hau, 1993 300,000 0 -- 13,120 0 5,217
Vice President 1992 290,000 72,500 -- 19,905 0 9,522
1991 275,000 0 -- 11,640 5,051 --
William P. Hulligan, 1993 425,000 0 -- 27,879 0 5,217
Former Vice 1992 425,000 170,000 -- 46,298 0 9,522
President(6) 1991 400,000 0 -- 28,219 68,811 --
D. P. Payne, 1993 400,000 0 -- 0 0 5,217
Former Senior Vice 1992 380,000 76,000 -- 22,727 0 9,522
President(7) 1991 340,000 0 -- 21,587 10,047 --
</TABLE>
- --------
(1) In accordance with the revised rules on executive officer and director
compensation disclosure adopted by the Securities and Exchange Commission,
amounts of Other Annual Compensation and All Other Compensation are
excluded for the Company's 1991 fiscal year. Amounts of All Other
Compensation are amounts contributed by the Company (or CWM with respect to
Mr. Payne) for fiscal years 1992 and 1993 under the Company's Profit
Sharing and Savings Plan for the persons named above.
(2) Excludes perquisites and other benefits, unless the aggregate amount of
such compensation is at least the lesser of either $50,000 or 10 percent of
the total annual salary and bonus reported for the named executive officer.
11
<PAGE>
(3) Includes financial planning expenses of $68,000 paid by the Company on
behalf of the named executive officer.
(4) The numbers shown in the table above represent options for the purchase of
shares of the Company's common stock granted to the named persons under the
Employee Plans. The named officers also serve as directors or executive
officers of direct or indirect subsidiaries of the Company. Accordingly,
during 1993, Mr. Rooney also received options for 150,000 Rust shares; Mr.
Koenig also received options for 20,000 Rust shares; and Mr. Payne received
options for 62,696 CWM shares and 20,000 Rust shares. During 1992, Mr.
Buntrock also received options for 213,098 CWM shares and 200,000 WM
International ordinary shares; Mr. Rooney also received options for 174,352
CWM shares and 200,000 WM International ordinary shares; Mr. Koenig also
received options for 63,876 CWM shares, 200,000 WM International ordinary
shares and 12,500 Rust shares and Mr. Payne received options for 73,616 CWM
shares. During 1991, Mr. Buntrock also received options for 127,536 CWM
shares and 12,500 Rust shares; Mr. Rooney also received options for 92,754
CWM shares and 12,500 Rust shares; Mr. Koenig also received options for
25,043 CWM shares; and Mr. Payne also received options for 100,000 CWM
shares. In each case, the options were granted under a plan adopted by the
relevant subsidiary.
(5) Paid pursuant to WTI's Performance Unit Plan, a long term incentive plan
covering the two-year period ended December 31, 1992.
(6) Mr. Hulligan served as Vice President of the Company until May 1993. He
currently serves as President--Midwest Group of the Company's Waste
Management, Inc. subsidiary.
(7) Mr. Payne served as Senior Vice President of the Company until May 1993. He
currently serves as President of CWM.
STOCK OPTIONS
The following tables set forth certain information with respect to stock
options granted to the persons named in the Summary Compensation Table during
the year ended December 31, 1993. No options were granted to the persons named
in the Summary Compensation Table during the year ended December 31, 1993 by
WTI or WM International.
COMPANY OPTION GRANTS IN 1993
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------
PERCENTAGE
NUMBER OF TOTAL POTENTIAL REALIZABLE VALUE
OF COMPANY AT ASSUMED ANNUAL RATES OF
SECURITIES OPTIONS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO FOR OPTION TERM(4)
OPTIONS EMPLOYEES EXERCISE PRICE EXPIRATION ----------------------------------
NAME GRANTED(1)(2) IN 1993 (PER SHARE) DATE(3) 0% 5% 10%
- ------------------- ------------- ---------- -------------- ---------- --- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Dean L. Buntrock 122,449 4.14 $34.30 04/01/03 $ 0 $ 2,641,358 $ 6,693,719
Phillip B. Rooney 87,464 2.96 34.30 04/01/03 0 1,886,693 4,781,252
James E. Koenig 32,799 1.11 34.30 04/01/03 0 707,510 1,792,969
J. Steven Bergerson 22,631 0.77 34.30 04/01/03 0 488,175 1,237,132
Thomas C. Hau 13,120 0.44 34.30 04/01/03 0 283,013 717,210
William P. Hulligan 27,879 0.94 34.30 04/01/03 0 601,380 1,524,016
D. P. Payne -- -- -- -- -- -- --
All Stockholders as
a group(5) -- -- 34.30 04/01/03 0 10,523,529,484 26,668,689,881
</TABLE>
12
<PAGE>
- --------
(1) The option holder has the right to pay the exercise price by delivering
previously acquired shares of the Company's common stock, and to have
shares withheld to satisfy tax withholding requirements in connection with
the exercise of options. Such options become immediately exercisable upon a
Change in Control of the Company, as defined in the option plan. Options
are non-transferable other than by will or the laws of descent and
distribution.
(2) Options become exercisable in three equal cumulative annual installments
commencing April 1, 1994.
(3) Options have a term of ten years, subject to earlier termination in certain
events related to termination of employment.
(4) The amounts under the columns labeled "5%" and "10%" are included by the
Company pursuant to certain rules promulgated by the Securities and
Exchange Commission and are not intended to forecast future appreciation,
if any, in the price of the Company's stock. Such amounts are based on the
assumption that the named persons hold the options granted for their full
term. The actual value of the options will vary in accordance with the
market price of the Company's common stock. The column headed "0%" is
included to demonstrate that the options were granted at fair market value
and optionees will not recognize any gain without an increase in the stock
price, which increase benefits all stockholders commensurately. The Company
did not use an alternative formula to attempt to value options at the date
of grant, as management is not aware of any formula which determines with
reasonable accuracy a present value of options of the type granted to the
optionees.
(5) Based upon the price of the Company's stock and the total shares
outstanding as of the date of grant, if the price of the Company's common
stock increased at the 5% or 10% rates shown in the table above,
stockholders as a group would realize aggregate gains (excluding dividends)
of $10,523,529,484 and $26,668,689,881, respectively, during the period
from grant date to the April 1, 2003 option expiration date.
CWM OPTION GRANTS IN 1993
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM(4)
-------------------------------------------- ---------------------
PERCENTAGE
OF TOTAL
NUMBER OF CWM
SECURITIES OPTIONS EXERCISE
UNDERLYING GRANTED TO PRICE
OPTIONS EMPLOYEES (PER EXPIRATION
NAME GRANTED(1)(2) IN 1993 SHARE) DATE(3) 0% 5% 10%
- ----------- ------------- ---------- -------- ---------- --- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
D. P. Payne 62,696 3.86 $15.95 04/01/00 0 $407,101 $948,718
</TABLE>
- --------
(1) The option holder has the right to pay the exercise price by delivering
previously acquired shares of CWM's common stock, and to have shares
withheld to satisfy tax withholding requirements in connection with the
exercise of options. Such options become immediately exercisable upon a
Change in Control of CWM, as defined in the option plan. Options are non-
transferable other than by will or the laws of descent and distribution.
(2) Options become exercisable in three equal cumulative annual installments
commencing April 1, 1994.
(3) Options were granted for a term of seven years, subject to earlier
termination in certain events related to termination of employment.
(4) See footnote (4) to the "Company Option Grants in 1993" table above.
13
<PAGE>
RUST OPTION GRANTS IN 1993
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM(3)
----------------------------------------------------------------- ------------------------------
NUMBER PERCENTAGE
OF OF TOTAL
SECURITIES RUST OPTIONS
UNDERLYING GRANTED TO MARKET
OPTIONS EMPLOYEES EXERCISE PRICE PRICE AT GRANT EXPIRATION
NAME GRANTED(1) IN 1993 (PER SHARE)(2) (PER SHARE)(2) DATE 0% 5% 10%
- ----------------- ---------- ------------ -------------- -------------- ----------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Phillip B. Rooney 150,000(4) 11.45 $16.7625 $18.625 03/09/00(6) $279,375 $1,416,712 $2,929,853
James E. Koenig 20,000(4) 1.53 16.7625 18.625 03/09/00(6) 37,250 188,895 390,647
D. P. Payne 20,000(5) 1.53 16.7625 18.625 03/08/03(7) 37,250 271,513 630,919
</TABLE>
- --------
(1) The option holder has the right to pay the exercise price by delivering
previously acquired shares of Rust's common stock, and to have shares
withheld to satisfy tax withholding requirements in connection with the
exercise of options. Such options become immediately exercisable upon a
Change in Control of Rust, as defined in the option plan. Options are non-
transferable other than by will or the laws of descent and distribution.
(2) The exercise price per share is equal to 90% of the average of the closing
price of common stock of The Brand Companies, Inc. ("Brand") on the
National Association of Securities Dealers Automated Quotation System for
each of the five trading days commencing on April 19, 1993. Rust common
stock did not publicly trade until May 10, 1993, the first trading day
after Brand was merged into a subsidiary of Rust and shares of Brand (other
than those owned by Rust or exchanged for cash in the merger) were
converted, on a one-for-one basis, into shares of Rust.
(3) The amounts under the columns labeled "5%" and "10%" are included by the
Company pursuant to certain rules promulgated by the Securities and
Exchange Commission and are not intended to forecast future appreciation,
if any, in the price of Rust's stock. Such amounts are based on the
assumption that the named persons hold the options granted for their full
term. The actual value of the options will vary in accordance with the
market price of Rust's common stock.
(4) Options become exercisable in three equal cumulative annual installments
commencing March 9, 1994.
(5) Options become exercisable in five equal cumulative annual installments
commencing September 8, 1993.
(6) Options were granted for a term of seven years, subject to earlier
termination in certain events related to termination of employment.
(7) Options were granted for a term of ten years, subject to earlier
termination in certain events related to termination of directorship.
14
<PAGE>
The following table sets forth certain information as to each exercise of
stock options during the year ended December 31, 1993 by the persons named in
the Summary Compensation Table and the fiscal year-end value of unexercised
options:
AGGREGATED OPTION EXERCISES IN 1993 AND 1993 YEAR-END OPTION VALUE
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED IN-THE-
SHARES UNEXERCISED OPTIONS AT MONEY OPTIONS AT DECEMBER 31,
ACQUIRED DECEMBER 31, 1993 1993(1)(2)
ON VALUE ------------------------- ------------------------------
NAME EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- -------- ----------- ----------- ------------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Dean L. Buntrock
Company Options....... -- $ -- 183,948 263,761 $ 0 $ 0
CWM Options........... -- -- 255,678 195,421 0 0
WTI Options........... -- -- 33,336 0 294,920 0
Rust Options.......... 5,000 2,188 0 0 0 0
WM International
Options.............. -- -- 66,667 133,333 (Pounds)51,000 (Pounds)102,000
Phillip B. Rooney
Company Options....... -- -- 138,261 200,259 $ 0 $ 0
CWM Options........... -- -- 449,108 156,025 0 0
WTI Options........... 533,336 4,284,475 0 0 0 0
Rust Options.......... -- -- 0 150,000 0 898,125
WM International
Options.............. -- -- 66,667 133,333 (Pounds)51,000 (Pounds)102,000
James E. Koenig
Company Options....... -- -- 80,395 75,880 $ 202,425 $ 0
CWM Options........... -- -- 69,890 55,615 8,483 0
WTI Options........... -- -- 240,000 0 2,123,256 0
Rust Options.......... -- -- 0 20,000 0 119,750
WM International
Options.............. -- -- 66,667 133,333 (Pounds)51,000 (Pounds)102,000
J. Steven Bergerson
Company Options....... -- -- 40,548 52,395 $ 50,883 $ 0
Thomas C. Hau
Company Options....... -- -- 38,129 31,536 $ 0 $ 0
WM International
Options.............. -- -- 13,333 26,667 (Pounds)10,200 (Pounds) 20,400
William P. Hulligan
Company Options....... -- -- 54,595 70,933 $ 0 $ 0
WTI Options........... 60,000 703,313 40,000 0 353,876 0
D. P. Payne
Company Options....... -- -- 56,968 22,346 $ 0 $ 0
CWM Options........... -- -- 87,460 148,852 0 0
Rust Options.......... -- -- 4,000 16,000 23,950 95,800
</TABLE>
- --------
(1) Market value less exercise price, before payment of applicable income
taxes.
(2) Amounts shown for WM International options are expressed in Pounds
Sterling.
15
<PAGE>
LONG TERM INCENTIVE PLAN AWARDS
The following table sets forth certain information as to awards under the WMX
Technologies, Inc. Long Term Incentive Plan (the "LTIP") with respect to the
year ended December 31, 1993 to the persons named in the Summary Compensation
Table:
<TABLE>
<CAPTION>
PERFORMANCE
OR OTHER
PERIOD ESTIMATED FUTURE PAYOUTS
NUMBER OF UNTIL UNDER NON-STOCK PRICE BASED
SHARES, UNITS MATURATION PLANS(3)
OR OTHER OR -----------------------------
NAME RIGHTS(1) PAYOUT(2) THRESHOLD TARGET MAXIMUM
- ---- ------------- ----------- --------- -------- ----------
<S> <C> <C> <C> <C> <C>
Dean L. Buntrock....... -- 2.6 years $350,000 $700,000 $2,100,000
Phillip B. Rooney...... -- 2.6 years 250,000 500,000 1,500,000
James E. Koenig........ -- 2.6 years 100,000 200,000 600,000
J. Steven Bergerson.... -- 2.6 years 69,000 138,000 414,000
Thomas C. Hau.......... -- -- -- -- --
William P. Hulligan.... -- 2.6 years 85,000 170,000 510,000
D. P. Payne(4)......... -- 2.6 years 80,000 160,000 480,000
</TABLE>
- --------
(1) Awards consist of the designation of target percentages of annual salary at
the end of the performance period to be paid if the Company achieves
certain performance objectives. No payout occurs unless the Company
achieves certain threshold performance objectives. Above the threshold,
payouts may be greater or less than the target percentage to the extent
that the Company's performance exceeds or fails to meet the target
objectives specified in the plan. Payouts under the LTIP are based on the
rank of the Company's total stockholder return (stock price appreciation
plus reinvested dividends) among the total stockholder returns of the
companies that comprise the Dow Jones Industrial Average over the
performance period.
(2) The performance period includes seven months of calendar year 1993 and
calendar years 1994 and 1995.
(3) At the end of the performance period, an amount equal to 50% of the
performance award, if any, is paid in cash, and the remaining 50% is deemed
to be invested in common stock of the Company. The participant is entitled
to receive the value of such deemed investment on the date three years
after the end of the performance period; provided that the participant is
an officer of the Company or one of its subsidiaries on that date.
Estimated future payouts were calculated using 1993 salaries and reflect
the total performance award without accounting for any increase or decrease
in the value of the deferred portion of the award.
(4) Mr. Payne is a participant in CWM's LTIP, which contains terms
substantially similar to the Company's LTIP. The amounts shown in the table
above as estimated future payouts for Mr. Payne are calculated pursuant to
CWM's LTIP.
PENSION AND RETIREMENT PLANS
The following table sets forth estimated annual benefits payable upon
retirement under the Company's Pension Plan and its Supplemental Executive
Retirement Plan ("SERP") to employees of the Company in specified remuneration
and years of service classifications. For purposes of the following table, it
is assumed that the seven present and former executive officers named in the
cash compensation table are eligible for the SERP benefits and that each such
officer's annualized Final Average Compensation (as defined below) will be
equal to his average annual compensation for the three years ended December 31,
1993.
16
<PAGE>
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE(2)(3)
---------------------------------------------------------
REMUNERATION(1) 15 20 25 30 35 40
--------------- -------- -------- -------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
$ 400,000....... $ 90,000 $120,000 $150,000 $180,000 $ 210,000 $ 240,000
500,000....... 112,500 150,000 187,500 225,000 262,500 300,000
600,000....... 135,000 180,000 225,000 270,000 315,000 360,000
700,000....... 157,500 210,000 262,500 315,000 367,500 420,000
800,000....... 180,000 240,000 300,000 360,000 420,000 480,000
900,000....... 202,500 270,000 337,500 405,000 472,500 540,000
1,000,000....... 225,000 300,000 375,000 450,000 525,000 600,000
1,100,000....... 247,500 330,000 412,500 495,000 577,500 660,000
1,200,000....... 270,000 360,000 450,000 540,000 630,000 720,000
1,300,000....... 292,500 390,000 487,500 585,000 682,500 780,000
1,400,000....... 315,000 420,000 525,000 630,000 735,000 840,000
1,500,000....... 337,500 450,000 562,500 675,000 787,500 900,000
1,600,000....... 360,000 480,000 600,000 720,000 840,000 960,000
1,700,000....... 382,500 510,000 637,500 765,000 892,500 1,020,000
1,800,000....... 405,000 540,000 675,000 810,000 945,000 1,080,000
1,900,000....... 427,500 570,000 712,500 855,000 997,500 1,140,000
2,000,000....... 450,000 600,000 750,000 900,000 1,050,000 1,200,000
</TABLE>
- --------
(1) Upon normal retirement at age 65 or after completing five years of
participation in the Company's Pension Plan, whichever is later, a
participant is entitled to a pension based on the average of the
participant's eligible compensation for the highest five consecutive years
out of his or her last 10 years of service. For this purpose, a
participant's eligible compensation generally includes all of his or her
cash compensation, subject to certain statutory maximums. The annual
benefit, payable for a participant's life only, is equal to (i) 1% of
average eligible compensation, multiplied by (ii) the number of his or her
years of service, and, for a participant retiring at age 65 with 10 years
of service, may not be less than $100 per month. Under the SERP, eligible
participants who retire following age 60 or retire with at least 30 years
of service are entitled to a monthly benefit equal to (i) 1.5% of the
participant's Final Average Compensation per year of service (Final Average
Compensation is the monthly average compensation of such participant for
the highest three consecutive calendar years out of his or her last 10
calendar years of service), reduced by (ii) the amount of such
participant's monthly benefit under the Pension Plan. Compensation used for
calculating benefits under the SERP includes only the participant's salary
and annual incentive bonus. Eligible participants are those officers who
have served in such capacities for at least 10 years at the time of
retirement. Payment of benefits under the SERP is made on the same basis as
payments under the Pension Plan.
(2) At December 31, 1993, the credited years of service for Messrs. Buntrock,
Rooney, Koenig, Bergerson, Hau, Hulligan and Payne were 38, 25, 17, 21, 3,
15 and 3, respectively.
(3) Benefits shown are computed on a straight-life annuity basis at normal
retirement age. Provision is made for payment of pensions in joint and
survivor form and in various other forms and at other times, on an
actuarially equivalent basis. Benefits are not subject to reduction for
social security benefits.
COMPENSATION OF DIRECTORS
Each member of the Board of Directors of the Company who is not an employee
or former officer of the Company currently being compensated by the Company
under a consulting agreement is paid an annual fee of $45,000. Such directors
also receive $1,000 for each meeting they attend of each committee of the Board
of which such directors are members. The Company maintains a major medical
expense insurance policy which is available to all directors of the Company.
The policy covers
17
<PAGE>
the medical and dental expenses of the directors in excess of the coverage
provided by the director's primary health insurance program.
The Company has entered into a consulting agreement and a supplemental
retirement benefit agreement with Donald F. Flynn, who is a director of the
Company and until January 1, 1991 was a Senior Vice President of the Company.
Under the consulting agreement, Mr. Flynn was paid an annual fee of $300,000
for calendar year 1993, and he will be paid an annual fee of $300,000 for
calendar year 1994. Benefits will commence under the supplemental retirement
benefit agreement upon the later of Mr. Flynn's 55th birthday or the
termination of the consulting agreement. After commencement, payments of such
benefits will be made monthly for the remainder of Mr. Flynn's life. The
monthly amount of such benefits will be equal to (i) 1.5% of Mr. Flynn's
average monthly compensation for the three consecutive calendar years in which
his aggregate salary and bonus was the highest out of his last ten calendar
years of service reduced by (ii) the amount of the monthly benefit he receives
under the Pension Plan.
OUTSIDE DIRECTORS' PLANS
The Company has two unfunded deferred compensation plans for non-employee
members of its Board of Directors. Under the Deferred Directors' Fee Plan, such
directors may make an irrevocable election to defer receipt of all or a portion
of the directors' fees payable to them until termination of their membership on
the Board of Directors. Such deferred amounts are deemed to be invested in the
Company's common stock or, at the election of the director, in the common stock
of any of the Company's majority-owned public subsidiaries, and during the
period of deferral, such deferred amounts are credited with the dividends or
stock splits that would be received had such investment actually been made.
Upon termination of the director's service, the common stock deemed reflected
by his or her deferred account is deemed to be sold, and the deemed proceeds of
such sale (or an amount equal to the amount originally deferred, if greater)
will be distributed to the director in cash, in a lump sum or installments.
Under a similar plan maintained by WTI, Messrs. Buntrock and Hulligan have
deferred fees for services rendered as directors of WTI prior to the Company's
acquisition of a majority interest of WTI in September 1990.
Under the Directors' Phantom Stock Plan, certain non-employee directors
received a one-time grant of 5,000 Phantom Shares at the time of adoption of
such plan or at the time they first became directors. Each of such Phantom
Shares was initially deemed to be equal in value to one share of the Company's
common stock at the time of award. Phantom Shares are credited to a bookkeeping
account which is adjusted to reflect stock (but not cash) dividends or stock
splits which would be received with respect to an equivalent number of shares
of the Company's common stock. Upon termination of the director's service, the
director is paid an amount in cash, in a lump sum or installments, for each
Phantom Share then credited to his or her account, equal to the then difference
between the market price of the Company's common stock at the time of award and
the average closing prices of one share of the Company's common stock on the
New York Stock Exchange Composite Tape for the most recent 10 consecutive
trading days immediately preceding such termination. In 1991, the Company's
Board of Directors terminated its authority to make additional grants under the
Directors' Phantom Stock Plan.
STOCK OPTION PLANS FOR NON-EMPLOYEE DIRECTORS
The 1992 Stock Option Plan for Non-Employee Directors (the "Directors Plan")
of the Company provides for the awards of options covering an aggregate of
150,000 shares of the Company's common stock. Each director of the Company who
is neither an officer nor full-time employee of the Company or any of its
subsidiaries, upon election or appointment to the Board of Directors, is
granted an option to purchase a total of 15,000 shares of the Company's common
stock at the fair market value of the stock at the time of grant. All options
under the Directors Plan are for a term of 10
18
<PAGE>
years from the date of grant and become exercisable with respect to 20% of the
total number of shares subject to the option six months after the date of grant
and with respect to an additional 20% at the end of each 12-month period
thereafter on a cumulative basis during the succeeding four years.
Under the Directors Plan, in the event that the Company's shares of common
stock are changed by a stock dividend, split or combination of shares, or a
merger, consolidation or reorganization with another company in which holders
of the Company's common stock receive other securities, or any other relevant
change in the capitalization of the Company, a proportionate or equitable
adjustment will be made in the number or kind of shares subject to unexercised
options or available for options and in the purchase price for shares. If an
option expires or is terminated or cancelled unexercised as to any shares, such
released shares may again be optioned (including a grant in substitution for a
cancelled option). Shares subject to options may be made available from
unissued or reacquired shares of common stock.
Options are not transferable by the optionee otherwise than by will or the
laws of descent and distribution. Options terminate if the optionee ceases to
be a director of the Company for any reason other than death, permanent
disability, resignation or retirement. In the event of termination of
employment because of death or permanent disability, the optionee or his heirs,
legatees or legal representative may exercise the option in full at any time
during its term within three months after the date of termination. In the event
of resignation or retirement, an option may be exercised by the optionee (or if
he dies within three months after such termination, by his heirs, legatees or
legal representative) at any time during its specified term prior to three
months after the date of such resignation or retirement, but only to the extent
it was exercisable at the date of such resignation or retirement.
Prior to January 1, 1992, upon election to the Board of Directors non-
employee directors received options for 10,000 shares under the Company's 1981
Stock Option Plan for Non-Employee Directors (the "1981 Plan"), the terms of
which are substantially similar to the Directors Plan. No person who is the
holder of an option granted under the 1981 Plan or the Employee Plans or who
has purchased shares upon the exercise of such an option is eligible for a
grant of options under the Directors Plan.
DIRECTORS' CHARITABLE ENDOWMENT PROGRAM
The Company maintains the Directors' Charitable Endowment Program pursuant to
which the Company has purchased life insurance policies on members of the Board
of Directors. Under the program, death benefits will be paid to the Company,
and the Company in turn will donate such death benefits (up to $100,000 for
each year of service on the Company's Board of Directors, subject to a
$1,000,000 limit) to one or more charitable organizations recommended by the
director. Directors derive no financial benefit from this program because all
charitable deductions accrue solely to the Company.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation and Stock Option Committee of the Company's Board of
Directors consisted during 1993 of Messrs. Pedersen (Chairman), Baker and
Peterson. Mr. Pedersen is Chairman of the Board of the law firm of Pedersen &
Houpt, P. C. Mr. Baker is a member of the law firm of Baker, Worthington,
Crossley, Stansberry & Woolf. The Company has utilized, and currently
anticipates that it will continue to utilize, the services of such firms. In
1993, Mr. Buntrock served on the Compensation Committees of the Boards of
Directors of CWM, WTI and Rust. Mr. Rooney, who is an executive officer of WTI
and Rust, serves as a director of the Company.
In accordance with rules promulgated by the Securities and Exchange
Commission, the information included under the captions "Report of the
Compensation and Stock
19
<PAGE>
Option Committee" and "Company Stock Performance" will not be deemed to
be filed or to be proxy soliciting material or incorporated by
reference in any prior or future filings by the Company under the
Securities Act of 1933 or the Securities Exchange Act of 1934.
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE
The compensation of the Company's executive officers is determined by the
Compensation and Stock Option Committee (the "Compensation Committee") of the
Board of Directors. Each member of the Compensation Committee is a director who
is not an employee of the Company or any of its affiliates.
GENERAL POLICIES
The Company's compensation programs are intended to enable the Company to
attract, motivate, reward and retain the management talent required to achieve
aggressive corporate objectives in a rapidly changing and technology-based
industry, and thereby increase stockholder value. The Company's policy is to
provide incentives to its senior management to achieve both short-term and
long-term objectives and to reward exceptional leadership, performance and
contributions to the development of the Company's business. To attain these
objectives, the Company's executive compensation program includes a base
salary, coupled with a substantial cash incentive component which is "at risk"
based on the performance of the Company's business, primarily as reflected in
the achievement of pre-determined financial or other performance goals. The
Company's policy also is that as an executive officer's level of management
responsibility in the Company increases, a greater portion of his or her
potential total compensation depends upon the Company's performance as measured
by objective standards over one or more years.
Many of the Company's employees, including its executive officers, also are
eligible to be granted stock options periodically in order to more directly
align their interests with the long-term financial interests of the Company's
stockholders. In addition, most Company employees, including its executive
officers, participate in a profit sharing program. Pursuant to the profit
sharing program, the Company makes annual contributions to a trust for the
benefit of participating employees, of up to 2% of their compensation, in
proportion to increases in the Company's pre-tax income over the previous year.
In assessing the competitiveness of the overall compensation and individual
compensation components of the Company's executive officers, the Compensation
Committee considers data from a variety of surveys of and comparisons to other
companies. As to the Company's most senior executive officers, the Compensation
Committee reviews primarily compensation data for a group of comparator
companies compiled with the assistance of the Company's independent
compensation consultant. While these comparator companies include several which
also are included in the waste industry index shown in the proxy statement
performance graph, they were selected primarily because their size (between $6
and $9 billion in annual revenue) and operating and financial characteristics
make it likely that they will compete for the services of executives who have
experience and skills similar to those which the Company requires. In making
its decisions on 1993 compensation, the Compensation Committee did not target
officer base salaries or total compensation at any specific point in the range
of salaries or the total compensation paid by comparator companies. However,
the Committee believes that base salaries paid in 1993 to its most senior
executives are, reflecting their long experience and the size of the Company,
generally at the higher end of the range paid by comparator companies, while
salaries paid to its less experienced executive officers are believed to
correspond generally to the median of the range. It is the Company's general
practice to structure the incentive components of executive officers'
compensation so that approximately one-
20
<PAGE>
half to two-thirds of total targeted compensation for the Company's executive
officers is "at risk" through participation in the Company's incentive
compensation plans, which the Compensation Committee believes is substantially
consistent with the practices of the comparator companies and the enhancement
of stockholder value.
Under the Omnibus Budget Reconciliation Act of 1993, compensation paid to
certain executive officers of the Company in excess of $1 million in 1994 and
subsequent years may be non-deductible for federal income tax purposes unless
the compensation qualifies as "performance-based" compensation or is otherwise
exempt under the law and proposed Internal Revenue Service regulations issued
in December 1993. The Compensation Committee believes that the new law and
proposed regulations require clarification. For this reason, the Compensation
Committee has not established any policy with respect to this matter. The
Compensation Committee will review this matter from time to time as the new law
and proposed regulations are clarified.
RELATIONSHIP OF COMPENSATION TO PERFORMANCE
SALARY
The Compensation Committee annually establishes, subject to the approval of
the Board of Directors, the base salaries which will be paid to the Company's
executive officers during the coming year. In setting salaries, the
Compensation Committee takes into account several factors, including
competitive compensation data, comparisons of salaries and responsibilities
among the Company's executive officers, the extent to which an individual may
participate in the incentive compensation plans maintained by the Company and
its affiliates, and qualitative factors bearing on an individual's experience,
responsibilities, management and leadership abilities and job performance.
INCENTIVE COMPENSATION PLANS
The Compensation Committee also administers the terms of the Company's
incentive compensation plans in which the executive officers participate. In
doing so, the Compensation Committee considers management's plans for the
Company's growth and profitability and achievement of strategic goals,
determines the criteria to be used for the determination of incentive
compensation awards, and fixes the levels of target and maximum awards for
participants and the minimum level of attainment of performance objectives
necessary for awards to be made under each incentive compensation plan. The
Company has typically had in effect at any one time both an annual and multi-
year incentive compensation plan, as well as a stock option plan.
Annual Plan
For 1993, each of the Company's executive officers was a named participant in
the Company's Corporate Incentive Bonus Plan or that of the Company's relevant
operating group (the "Annual Plan"). Under the Annual Plan, target awards for
such officers ranging from 25% to 50% of the participant's salary at year end
were payable depending upon the extent to which the Company's earnings per
share increased over the prior year (or, in the case of certain officers who
had management responsibility for one of the Company's operating groups, either
depending in part on the increase in the Company's earnings per share and in
part on the increase in that operating group's earnings per share or depending
on the extent of any increase over the prior year in that operating group's
pre-tax income). The Annual Plan award formula for 1993 was designed in such a
way as to disproportionately increase or decrease a participant's annual
incentive compensation in the event that actual results exceed or fall short of
targeted levels. The maximum incentive bonus in each case was set at an amount
equal to twice the amount of a participant's target bonus. In addition, the
percentage of the target award otherwise payable to a participant (other than
Messrs. Buntrock and Rooney and the Presidents of the Company's solid waste
management operating groups) could be
21
<PAGE>
increased or decreased depending upon the Compensation Committee's review of an
evaluation of such participant's management performance. The Annual Plan also
required the Compensation Committee to find that Messrs. Buntrock and Rooney
and the Presidents of the Company's solid waste operating groups had furthered
the implementation of the Company's environmental principles before any award
could be paid to them under the Annual Plan.
Under the terms of the Annual Plan, no award was payable to any participant
unless a specified minimum percentage of the budgeted increase in the relevant
operating results was achieved. Because those minimum percentages were not
achieved in 1993, no award was paid under the Annual Plan for 1993 to the
Company's executive officers.
Long Term Plan
In 1993, the Compensation Committee approved and the Board of Directors
adopted the WMX Technologies, Inc. Long Term Incentive Plan (the "Long Term
Plan"), and named certain of the Company's executive officers as participants.
Under the Long Term Plan, the participants' target awards range from 25% to 50%
of the participant's salary at the end of the initial performance period
(ending December 31, 1995). The target award would be payable depending on the
Company's total return to stockholders compared to that of the 30 companies
comprising the Dow Jones Industrial Average (the "DJIA") during the performance
period. Total return to stockholders is defined for this purpose as the sum of
price appreciation plus reinvested dividends over the performance period,
divided by the share price at the beginning of the period. Under the Long Term
Plan, participants will be paid target awards if the Company's total
stockholder return places it at a percentile ranking selected by the
Compensation Committee in relation to the DJIA companies. The percentage of the
target awards to be paid will vary upwards to 300% of the target award if the
Company's total stockholder return places it at a higher percentile ranking in
relation to the DJIA companies and downwards to 50% of the target award if the
Company's total stockholder return places it at a specified minimum ranking. If
the Company's total stockholder return places it below the specified minimum
ranking in relation to the DJIA companies, then no award is to be paid for the
relevant performance period.
The Long Term Incentive Plan also mandates that the payment of one-half of
any award otherwise payable at the end of a performance period be deferred for
an additional three-year period. During the deferral period, such amount is to
be deemed invested in shares of the Company, subject to increase or decrease in
value over the deferral period. The purpose of the deferral is to provide an
additional incentive to officers, who forfeit deferred amounts if they leave
the Company during the deferral period, to remain with the Company and an
additional linkage between compensation and Company performance.
Payments, if any, are to be made under the Long Term Incentive Plan only
following the end of the first performance period on December 31, 1995. The
Compensation Committee intends to name on an annual basis certain of the
Company's executive officers participants in the Long Term Plan for successive
three-year performance periods ending on December 31, 1996 and subsequent
years. The Long Term Plan replaces the Company's 1991 Performance Unit Plan
under which payout was to have been based on the growth of the Company's
earnings per share over the two-year period ended December 31, 1993. No
payments were or will be made under the 1991 Performance Unit Plan.
Stock Options
Stock options are granted to key employees, including the Company's executive
officers, by the Compensation Committee under the Company's 1992 Stock Option
Plan (the "1992 Plan"), and by a management committee to all other eligible
employees under the Company's 1990 ServiceShares
22
<PAGE>
Stock Option Plan. Among the Company's executive officers, the number of shares
subject to options granted to each individual generally depends upon his or her
base salary and the level of that officer's management responsibility. The
largest grants are awarded to the most senior officers who, in the view of the
Compensation Committee, have the greatest potential impact on the Company's
profitability and growth. These officers typically receive grants each year
which the Compensation Committee intends to constitute at least one-half of
their total targeted "at risk" compensation. All options under the 1992 Plan
are non-qualified stock options which are granted at an exercise price equal to
100% of fair market value on the date of grant. These options typically have a
term of ten years and become exercisable in cumulative increments of one-third
of the total number of shares subject to the option during each of the first
three years of the option term.
Executive officers of the Company who serve as directors or executive
officers of CWM, WTI, WM International or Rust, all of which are subsidiaries
of the Company, are also eligible to participate in stock option plans
maintained by those companies. During 1993, three of the Company's executive
officers who are also executive officers of Rust received grants of stock
options under a Rust stock option plan. In accordance with the terms of such
Rust stock option plan, such initial Rust options were granted at 90% of fair
market value. Future grants under such Rust stock option plan may not be
granted at less than the fair market value of the underlying Rust common stock
at the date of grant. In making stock option grants to the Company's executive
officers, the Compensation Committee considers prior grants made to them under
both the Company's plan and subsidiaries' plans.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
SALARY
In determining the 1993 base compensation of Dean L. Buntrock, the Company's
Chief Executive Officer, the Compensation Committee made particular note of
several considerations, which are presented below in the order of their
significance in the Compensation Committee's view.
First, the Compensation Committee considered the Company's accomplishments
during 1992. During that year, the Company's revenues increased approximately
15% to nearly nine billion dollars, and its operating margin was nearly 16%.
The Compensation Committee believed that this performance under Mr. Buntrock's
leadership compared very favorably against the Company's direct competitors.
Furthermore, the Compensation Committee determined that the successful initial
public offering of the Company's Waste Management International plc subsidiary
in 1992 could not have been accomplished without the leadership and efforts of
Mr. Buntrock. The Committee also considered several other examples of Mr.
Buntrock's leadership, including particularly his recruitment of new director
and officer talent.
Second, the Compensation Committee considered a report and data furnished by
the Company's compensation consultant concerning Mr. Buntrock's compensation
relative to that of the chief executive officers of the comparator companies
referenced above under "General Policies." The report concluded that Mr.
Buntrock's proposed 1993 salary would be within the bounds of reasonableness
for a company targeting salary at a median level.
Third, the Compensation Committee noted that Mr. Buntrock had, at his own
request, not received a base compensation increase for the year 1992, although
the Compensation Committee had concluded at the time that Mr. Buntrock was then
entitled to an increase. The Compensation Committee also took into account the
size of Mr. Buntrock's Annual Plan payment for the year 1992 and the absence of
any Annual Plan payment for 1991.
Based on these considerations, the Compensation Committee approved Mr.
Buntrock's base compensation at $1,400,000 for the year 1993.
23
<PAGE>
INCENTIVE COMPENSATION PLANS
Annual Plan
For 1993, the Compensation Committee awarded Mr. Buntrock a target Annual
Plan participation of 50% of his 1993 salary. This participation level was the
same as that awarded to Mr. Buntrock in prior years. The Compensation Committee
determined that in light of the Long Term Plan and stock option components of
Mr. Buntrock's incentive compensation structure (discussed below), Mr.
Buntrock's participation in the Annual Plan at the 50% level was appropriate in
order for Mr. Buntrock's intended incentive compensation to constitute a
substantial part of his intended total 1993 compensation. In making this
decision, the Compensation Committee also considered the report of the
Company's compensation consultant, which, citing a survey of 300 major service,
industrial and financial companies, reported that chief executive officer
bonuses actually paid during the survey period averaged 60% of salary. However,
because the Company did not achieve in 1993 the minimum increase in earnings
per share required for an award under the Annual Plan to be paid, no payment
was or will be made to Mr. Buntrock under the Annual Plan for 1993.
Long Term Plan
Under the Company's new Long Term Plan, for the first performance period
ending December 31, 1995, the Compensation Committee awarded Mr. Buntrock a
target award of 50% of his salary as of the end of such period. The
Compensation Committee's selection of the 50% participation level for Mr.
Buntrock reflects the Company's compensation practices, under which incentive
compensation under the Long Term Plan, together with the Annual Plan and stock
options, is to comprise between one-half and two-thirds of total target
compensation for Mr. Buntrock. The Compensation Committee also considered the
level of awards typically made and its understanding of long term compensation
awards by other companies. As noted above, no payment will be made to Mr.
Buntrock, if ever, until the completion of the first performance period.
Stock Options
The Compensation Committee's 1993 grant of options to Mr Buntrock under the
1992 Plan was determined by dividing three times Mr. Buntrock's base
compensation by the option exercise price, which was the fair market value of a
share of the Company's common stock as of the date of grant. In selecting this
formula, the Compensation Committee considered again the goals of maintaining
incentive compensation as a substantial portion of Mr. Buntrock's total
compensation and of making stock option grants at a level of at least one-half
of total incentive compensation and the Company's historical stock option grant
practices.
Peer Pedersen, Chairman
Howard H. Baker, Jr.
James R. Peterson
24
<PAGE>
COMPANY STOCK PERFORMANCE
The following graph and table compare the yearly percentage change in the
cumulative total returns on the Company's common stock, the Standard & Poor's
500 Stock Index and the Smith Barney Solid Waste Index (in each case assuming
dividend reinvestment):
COMPARISON OF 5-YEAR CUMULATIVE RETURN
VS. S&P 500 AND SMITH BARNEY SOLID WASTE INDICES(1)
(GRAPH APPEARS HERE)
<TABLE>
<CAPTION>
1988 1989 1990 1991 1992 1993
---------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
The Company $100 $171 $172 $209 $201 $136
---------------------------------------------------------------
S&P 500 Index 100 132 128 166 179 197
---------------------------------------------------------------
Smith Barney Solid Waste Index 100 162 146 156 143 108
</TABLE>
- --------
(1) Assumes $100 invested on December 31, 1988 in Company common stock, the S&P
500 Index and the Smith Barney Solid Waste Index. Historical results are
not necessarily indicative of future performance.
CERTAIN TRANSACTIONS
When an option is exercised by an optionee under the Employee Plans or CWM's,
WTI's or Rust's stock option plans at a time when the fair market value of the
underlying stock exceeds the option exercise price, the difference is treated
as ordinary income to the optionee for income tax purposes and the company
which issued the options is entitled to a deduction equal to such amount. The
Internal Revenue Service has indicated that it will disallow such a deduction
unless the employer withholds the tax payable by the optionee by reason of such
exercise. To facilitate an optionee's purchase of stock upon exercise of such
options and to assure itself of the deductions, the Company, CWM, WTI and Rust
have each adopted a policy of making available interest-free loans, in an
amount up to the equivalent of all applicable tax withholding requirements, to
optionees whose exercise of options results in ordinary income to them in
excess of $10,000. All such loans normally are required to be repaid not later
than April 15 in the year following the year in which such loans were made,
unless otherwise extended. The due date for such loans made in 1992 by the
Company and CWM was
25
<PAGE>
extended to May 31, 1993. The largest aggregate amounts of such loans from the
Company, CWM, WTI and Rust in excess of $60,000 pursuant to such policy which
were outstanding to the directors and executive officers of the Company since
January 1, 1993 were as follows: Mr. Dempsey-$1,420,569; Mr. Flynn-$516,785;
Herbert A. Getz-$117,025; Mr. Hulligan-$132,115; and Mr. Koenig-$309,797. The
amounts of such loans outstanding as of March 15, 1994 were as follows: Mr.
Dempsey-$0; Mr. Flynn-$176,633; Mr. Getz-$49,314; Mr. Hulligan-$0; and Mr.
Koenig-$0.
The Company, CWM, WTI and Rust also each makes available to optionees
interest-free loans for a period not to exceed 15 days to facilitate the
exercise of options and the sale of the underlying stock. The largest aggregate
amounts of such loans from the Company, CWM, WTI and Rust in excess of $60,000
which were outstanding to the directors and executive officers of the Company
since January 1, 1993 were as follows: Mr. Dempsey-$787,340; Mr. Flynn-
$593,518; Mr. Getz-$195,819; Mr. Hulligan-$735,237; Donald A. Wallgren-
$235,269. All of such loans have been repaid, and no such loans are outstanding
as of March 15, 1994.
The Company has entered into an employment agreement with Phillip B. Rooney
under which Mr. Rooney will be paid a minimum annual salary of $425,000 as
President of the Company. Mr. Rooney also is eligible to receive annual bonuses
and all benefits generally available to executives of the Company. The term of
Mr. Rooney's employment under the agreement continues through August 31, 1998
and is automatically extended on each anniversary date for a period of five
years from such anniversary date unless either party gives written notice of
termination prior to the anniversary date. Upon the death or permanent
disability of Mr. Rooney, the Company will pay annually 100% of his then
current annual salary (including bonuses) for the balance of the term of the
agreement. If the Company breaches or terminates the agreement or reduces the
nature and scope of Mr. Rooney's authority and duties, it will continue to pay
him for five years unless the termination was for cause, in which case its
obligations under the agreement cease. In the event of a change in control of
the Company, Mr. Rooney may elect to terminate the agreement and receive a lump
sum payment of three times his average annual compensation (including bonuses)
over the immediately preceding five years, which amount will be increased
should an excise tax be imposed on him because of the payment. Were a change in
control of the Company to have occurred on December 31, 1993 and if Mr.
Rooney's employment with the Company were terminated as provided in the
employment agreement, it is estimated that Mr. Rooney would have been eligible
to receive $4,178,580 (assuming no increase for any excise tax). During the
term of the agreement, Mr. Rooney has agreed not to compete with the Company or
its subsidiaries.
VOTING OF SHARES HELD IN CERTAIN PLANS
If you are a participant in the WMX Technologies, Inc. 1988 Employee Stock
Ownership Plan, you are entitled to direct the trustees of the plan to vote the
shares credited to your individual account in accordance with your
instructions. This may be accomplished by marking and returning the instruction
form accompanying the mailing and relating to the shares in the plan credited
to your account. If you do not return such form, your shares held in the plan
will not be voted. If you are also a direct owner of shares (acquired other
than through this plan), you will receive a separate mailing containing a proxy
card relating to such shares.
If you are a participant in the WMX Technologies Dividend Reinvestment and
Stock Purchase Plan, the proxy card provided to you covers the shares held for
you by the plan and any shares held directly by you. If you do not return such
proxy card, your shares held in this plan (as well as any shares owned by you
directly) will not be voted for you. You are, therefore, urged to return the
proxy card promptly, duly signed and dated.
26
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen & Co. acted as the Company's independent auditors for the
year ended December 31, 1993 and has been selected by the Board of Directors,
upon the recommendation of its Audit Committee, to continue to act as the
Company's independent auditors in 1994. Representatives of Arthur Andersen &
Co. will be present at the 1994 annual meeting of stockholders, will have the
opportunity to make a statement, if they desire to do so, and will be available
to respond to appropriate questions.
FINANCIAL STATEMENTS
The Company has enclosed its Annual Report to Stockholders for the year ended
December 31, 1993 with this Proxy Statement. Stockholders are referred to the
report for financial and other information about the Company, but such report
is not incorporated in this Proxy Statement and is not a part of the proxy
soliciting material.
PROPOSALS BY STOCKHOLDERS
Any proposals by stockholders intended to be presented at the 1995 annual
meeting must be received by the Company no later than November 30, 1994 in
order to be considered by the Board of Directors for inclusion in the Company's
1995 Proxy Statement. In order for a stockholder to nominate a candidate for
director, under the Company's by-laws timely notice of the nomination must be
received by the Company in advance of the meeting. Ordinarily, such notice must
be received not less than 30 nor more than 60 days before the meeting (but if
the Company gives less than 40 days' notice of the meeting, then such notice
must be received prior to the meeting and within 10 days after notice of the
meeting is mailed or other public disclosure of the meeting is made). The
stockholder filing the notice of nomination must describe various matters
regarding the nominee, including such information as name, address, occupation
and shares held.
In order for a stockholder to bring other business before a stockholder
meeting, timely notice must be received by the Company within the time limits
described above. Such notice must include a description of the proposed
business, the reasons therefor, and other specific matters. These requirements
are separate from and in addition to the requirements a stockholder must meet
to have a proposal considered for inclusion in the Company's 1995 Proxy
Statement.
In each case, the notice must be given to the Secretary of the Company, whose
address is 3003 Butterfield Road, Oak Brook, Illinois 60521. Any stockholder
desiring a copy of the Company's by-laws will be furnished one without charge
upon written request to the Secretary.
OTHER MATTERS
You are again urged to attend the annual meeting. Proxies will be solicited
by the Board of Directors through use of the mails. Proxies may also be
solicited by directors, officers and a small number of other employees of the
Company personally or by mail, telephone, telegraph, or otherwise, but such
persons will not be compensated for such services. Brokerage firms, banks,
fiduciaries, voting trustees or other nominees will be requested to forward the
soliciting material to the beneficial owners of stock held of record by them,
and the Company has hired Morrow & Co., Inc. to coordinate the solicitation of
proxies by and through such holders for a fee of approximately $6,500 plus
expenses. The entire cost of the Board of Directors' solicitation will be borne
by the Company.
27
<PAGE>
The Board of Directors does not intend to present, and does not have any
reason to believe that others will present, any item of business at the annual
meeting other than those specifically set forth in the notice of the meeting.
However, if other matters are presented for a vote, the proxies will be voted
as to such matters in accordance with the judgment of the persons acting under
the proxies.
By Order of the Board of Directors,
/s/ Herbert A. Getz
Herbert A. Getz
Vice President and Secretary
28
<PAGE>
LOGO
- -------------------------------------------------------------------------------
WMX TECHNOLOGIES, INC.
3003 Butterfield RoadPhone 708.572.8800
Oak Brook, IL 60521
1988 EMPLOYEE STOCK OWNERSHIP PLAN
March 30, 1994
Dear Plan Participant:
As a participant in the WMX Technologies, Inc. 1988 Employee Stock Ownership
Plan, you may direct the trustees of the Plan to vote in accordance with your
instructions the shares of common stock of WMX Technologies, Inc. credited to
your individual account. Enclosed for your information in this regard is a
copy of the Notice of the Annual Meeting of Stockholders scheduled for May 13,
1994 and the Proxy Statement relating to that meeting together with a voting
instruction form.
The voting instruction form should be returned in the enclosed pre-
addressed, postage prepaid envelope to Harris Trust and Savings Bank.
Instructions to vote shares credited to all participants' accounts will be
tabulated and the results of the total tabulation forwarded to the trustees.
The trustees, in turn, will vote accordingly at the Annual Meeting. If your
voting instruction form does not indicate a preference or your instruction
form is not received by Harris Trust and Savings Bank by May 11, 1994, your
shares will not be voted.
Your vote is important, and your cooperation is appreciated.
Sincerely,
Trustees of the 1988 Employee
Stock Ownership Plan
<PAGE>
PROXY WMX LOGO PROXY
WMX TECHNOLOGIES, INC.
ANNUAL MEETING, MAY 13, 1994
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Dean L. Buntrock, Peter H. Huizenga and Peer Pedersen, each with power of
substitution, are hereby authorized to vote all shares of common stock of WMX
Technologies, Inc. which the undersigned would be entitled to vote if personally
present at the Annual Meeting of Stockholders of WMX Technologies, Inc., to be
held on Friday, May 13, 1994, and at any adjournments thereof, as designated
below, and in their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.
A MAJORITY (OR IF ANY ONE, THEN THAT ONE) OF THE ABOVE PERSONS OR THEIR
SUBSTITUTES WHO SHALL BE PRESENT AND ACTING AT THE MEETING SHALL HAVE THE POWERS
CONFERRED HEREBY.
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side.)
<PAGE>
WMX TECHNOLOGIES, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
A VOTE FOR EACH NOMINEE IS RECOMMENDED BY THE BOARD OF DIRECTORS.
1. ELECTION OF CLASS III DIRECTORS--
Nominees: Dean L. Buntrock,
Howard H. Baker, Jr., Peter H.
Huizenga, Peer Pedersen.
2. In their discretion, on such other
business as may properly come
before the meeting.
FOR WITHHOLD FOR ALL (EXCEPT NOMINEE(S) WRITTEN BELOW)
( ) ( ) ( )
______________________________________________________
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 AS RECOMMENDED BY THE BOARD OF
DIRECTORS.
Dated: __________________________, 1994
Signature(s) _________________________________________
______________________________________________________
Signature of Stockholder(s)--please sign name exactly
as imprinted (do not print). Please indicate any
change of address. NOTE: Executors, administrators,
trustees and others signing in a representative
capacity should indicate the capacity in which they
sign. If shares are held jointly, EACH holder should
sign.
<PAGE>
VOTING VOTING
INSTRUCTION WMX LOGO INSTRUCTION
FORM FORM
WMX TECHNOLOGIES, INC.
1988 EMPLOYEE STOCK OWNERSHIP PLAN
ANNUAL MEETING, MAY 13, 1994
The undersigned hereby instructs the trustees of the WMX Technologies, Inc.
1988 Employee Stock Ownership Plan to vote, by proxy or in person, at the Annual
Meeting of Stockholders of WMX Technologies, Inc. to be held on Friday, May 13,
1994, and at any adjournments thereof, the shares of common stock of WMX
Technologies, Inc. allocated to the undersigned's account in such Plan on March
23, 1994, as designated below, and in their discretion, the trustees are
authorized to vote upon such other business as may properly come before the
meeting.
IF THIS VOTING INSTRUCTION FORM, REQUESTED BY THE TRUSTEES WITH RESPECT TO A
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY, IS PROPERLY
EXECUTED AND RECEIVED BY HARRIS TRUST & SAVINGS BANK ON OR BEFORE MAY 11, 1994,
THE SHARES ALLOCATED TO THE UNDERSIGNED'S ACCOUNT IN THE WMX TECHNOLOGIES, INC.
1988 EMPLOYEE STOCK OWNERSHIP PLAN ON MARCH 23, 1994 WILL BE VOTED IN THE MANNER
INSTRUCTED HEREIN. IF NO INSTRUCTION IS MADE OR THIS FORM IS NOT RECEIVED BY
HARRIS TRUST & SAVINGS BANK ON OR BEFORE MAY 11, 1994, THE SHARES WILL NOT BE
VOTED.
PLEASE MARK, SIGN, DATE AND MAIL THIS FORM PROMPTLY USING THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side.)
<PAGE>
WMX TECHNOLOGIES, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
A VOTE FOR EACH NOMINEE IS RECOMMENDED BY THE BOARD OF DIRECTORS.
1. ELECTION OF CLASS III DIRECTORS--
Nominees: Dean L. Buntrock,
Howard H. Baker, Jr.,
Peter H. Huizenga,
Peer Pedersen.
2. In their discretion, on such other
business as may properly come before
the meeting.
FOR WITHHOLD FOR ALL (EXCEPT NOMINEE(S) WRITTEN BELOW)
[ ] [ ] [ ] ____________________________________
Dated: _______________________________, 1994
Signature(s) _____________________________________________
__________________________________________________________
Signature of Stockholder(s)--please sign name exactly as
imprinted (do not print). Please indicate any change of
address. NOTE: You may revoke your instruction to vote
shares allocated to your account at any time prior to the
stockholders' meeting.
