8-K

UNITED STATES

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

Date of Report (Date of Earliest Event Reported): May 16, 2022

Republic Services, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-14267	65-0716904
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

18500 North Allied Way Phoenix, Arizona	85054
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (480) 627-2700

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	RSG	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§232.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 16, 2022, Republic Services, Inc. (“Republic” or the “Company”) held its 2022 Annual Meeting of Shareholders (the “Annual Meeting”). The shareholders voted on the matters set forth below:

1. The nominees for election to the Board of Directors were elected, each for a one-year term, based on the following votes:

Nominee	Votes For		Votes Against		Abstentions		Broker Non-Votes
Manuel Kadre		274,307,688		10,516,088		336,436		11,964,455
Tomago Collins		282,882,326		1,927,723		410,163		11,964,455
Michael A. Duffy		284,548,842		274,352		337,018		11,964,455
Thomas W. Handley		276,470,593		8,353,685		335,934		11,964,455
Jennifer M. Kirk		282,772,485		2,059,303		328,424		11,964,455
Michael Larson		274,462,380		10,358,015		339,817		11,964,455
Kim S. Pegula		283,681,582		1,076,007		402,623		11,964,455
James P. Snee		282,481,431		2,341,133		337,648		11,964,455
Brian S. Tyler		284,111,204		711,056		337,952		11,964,455
Jon Vander Ark		284,599,111		221,631		339,470		11,964,455
Sandra M. Volpe		282,935,725		1,897,265		327,222		11,964,455
Katharine B. Weymouth		238,710,136		46,120,547		329,529		11,964,455

2. The proposal to approve the compensation of the Company’s named executive officers was approved based on the following advisory, non-binding votes:

Votes for	272,052,301
Votes against	12,333,826
Abstentions	774,085
Broker non-votes	11,964,455

3. The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2022 was approved based on the following votes:

Votes for	289,685,138
Votes against	7,114,679
Abstentions	324,850
Broker non-votes	—

4. The shareholder proposal to amend the Company’s clawback policy for senior executives was not approved based on the following votes:

Votes for	108,191,497
Votes against	174,985,770
Abstentions	1,982,945
Broker non-votes	11,964,455

5. The shareholder proposal to commission a third-party environmental justice audit was not approved based on the following votes:

Votes for	100,658,120
Votes against	182,165,522
Abstentions	2,336,570
Broker non-votes	11,964,455

6. The shareholder proposal to commission a third-party civil rights audit was not approved based on the following votes:

Votes for	109,500,062
Votes against	173,316,662
Abstentions	2,343,488
Broker non-votes	11,964,455

According to an Arizona statute, if a person or group acquires 20% or more of the stock of a public corporation, the shares in excess of the 20% threshold may not be voted on matters other than the election of directors (subject to limited exceptions). This statute, on its face, applies to any public company that is headquartered in Arizona, has assets of at least $1 million in Arizona and has more than 500 Arizona employees. In a 2007 decision, a federal court in Arizona stated that the statute is unconstitutional and unenforceable in the case of an entity, like Republic, that is incorporated in Delaware. If the statute were deemed to be enforceable and applicable to us and to the shares of our common stock held by Cascade Investment, L.L.C. (“Cascade”) (which held approximately 34.8% of our common stock as of the record date for the Annual Meeting), approximately 46 million fewer shares would have been voted for each of proposals two through six, but the outcome of the decisions on those matters would not have been impacted. The Company does not currently take any position regarding the enforceability of the statute or its application to us or the common stock voted by Cascade.

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 hereunto duly authorized.

	REPUBLIC SERVICES, INC.
Date: May 18, 2022	By:	/s/ Catharine D. Ellingsen
		Catharine D. Ellingsen
		Executive Vice President, Chief Legal Officer, Chief Ethics & Compliance Officer and Corporate Secretary

XML

Document and Entity Information	May 16, 2022
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001060391
Document Type	8-K
Document Period End Date	May 16, 2022
Entity Registrant Name	Republic Services, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	1-14267
Entity Tax Identification Number	65-0716904
Entity Address, Address Line One	18500 North Allied Way
Entity Address, City or Town	Phoenix
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85054
City Area Code	(480)
Local Phone Number	627-2700
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.01 per share
Trading Symbol	RSG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false