<PAGE>
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
November 4, 1997
Date of Report (Date of earliest event reported)
----------------
WASTE MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-7327 36-2660763
(Commission File Number) (IRS Employer
Identification No.)
3003 BUTTERFIELD ROAD, OAK BROOK, ILLINOIS 60523
(Address of principal executive offices) (Zip code)
(630) 572-8800
(Registrant's telephone number, including area code)
- -------------------------------------------------------------------------------
<PAGE>
Item 5. Other Events.
------------
On November 4, 1997, the registrant announced that its Board of Directors had
elected two new directors. The registrant indicated that the two new directors
are Roderick M. Hills, 66, a former Chairman of the Securities and Exchange
Commission, President of Hills Enterprises Ltd. and current Vice Chairman of the
Board of Oak Industries, Inc. and John C. Pope, 48, Chairman of the Board of
MotivePower Industries, Inc. and formerly President and Chief Operating Officer
of UAL Corporation and United Airlines. The registrant further indicated the
Board had been expanded by one member with the election of Messrs. Hills and
Pope.
The registrant also announced that its Board had established a new Search
Committee, which will be chaired by its acting Chairman and Chief Executive
Officer, Robert S. Miller, to seek a new Chief Executive Officer to succeed
Ronald T. LeMay, who resigned last week. The registrant indicated that the
other Search Committee members include Professor Pastora San Juan Cafferty, Mr.
Pope, Steven G. Rothmeier and Peer Pedersen, and that the committee had engaged
an executive recruiting firm, Heidrick & Struggles, to assist its search.
The registrant further announced changes affecting three Board committees:
. The Audit Committee's membership is now composed of Messrs. Hills, who
serves as Chairman, Miller, Rothmeier, Pope and James Peterson. The
Audit Committee is overseeing the management review of the
registrant's North American operating assets and investments begun in
the third quarter. As previously announced, depending on the outcome
of this review, the registrant could record a charge to income in the
fourth quarter that could be material to its results of operations for
the year. While final decisions are not expected to be made on a
variety of accounting-related matters until late in the quarter or
early next year, these decisions could result in lower future reported
earnings. The possibility exists that as work on this project
progresses or new developments occur, the Audit Committee could
determine that a restatement of prior-period earnings is appropriate.
. The role of the Nominating Committee has been expanded to expressly
include Board practices and corporate governance issues. To reflect
its new role, the committee has been renamed the Nominating and
Governance Committee, with Alexander B. Trowbridge as its chair and
H. Jesse Arnelle, Mr. Miller and Paul M. Montrone as its members.
. The Executive Committee now comprises Messrs. Miller, Peterson and
Peer Pedersen, with Mr. Miller serving as the Committee's Chairman.
Former Chairman and CEO Dean L. Buntrock is no longer a member of this
committee.
The registrant also announced that its Board of Directors had elected Mark T.
Spears, 40, as Controller of the registrant, succeeding Thomas C. Hau, 62, who
had served in this position since 1990 and who plans to retire from the
registrant in early 1998. The registrant noted that Mr. Spears had been named
Vice President and Assistant Controller of the registrant in July 1997.
Except for historical data, the information in this report constitutes forward-
looking statements. Forward-looking statements are inherently uncertain and
subject to risks and the statements should be viewed with caution. Actual
results or experience could differ materially from the
<PAGE>
forward-looking statements as a result of many factors, including the ability of
the Company to meet anticipated price increase and new business sales goals,
fluctuation in recyclable commodity prices, adverse weather conditions, slowing
of the overall economy, increased interest costs arising from a change in the
Company's leverage, failure of the Company's plans to produce the cost savings
anticipated by the Company, the timing and magnitude of capital expenditures,
inability to obtain or retain permits necessary to operate disposal or other
facilities or otherwise complete project development activities, inability to
complete contemplated dispositions of Company businesses and assets at
anticipated prices and terms, and the timing and cost of the Company's stock
repurchases.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
------------------------------------------------------------------
No financial statements or pro forma financial information are required to be
filed as a part of this report. There are no exhibits filed as part of this
report.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WASTE MANAGEMENT, INC.
By: /s/ Herbert A. Getz
-------------------
Herbert A. Getz
Senior Vice President
Dated: November 5, 1997
