UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

INFORMATION REQUIRED IN PROXY STATEMENT

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  ¨

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

¨ Definitive Additional Materials

x Soliciting Material Pursuant to 240.14a-12

US ECOLOGY, INC.

(Exact name of registrant as specified in its charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x  No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)	Proposed maximum aggregate value of transaction:
(5)	Total fee paid:

¨ Fee paid previously with preliminary materials.

¨ 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 of Schedule and the date of its filing.

(1)	Amount Previously Paid:
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Subject: US Ecology Joins Republic Services

February 8, 2022

US Ecology Team Members,

I’m writing to share some exciting news about US Ecology. Moments ago, we announced that we have entered into a definitive agreement to become part of the Republic Services family as part of its environmental solutions business. You can read the press release that was issued here [HYPERLINK RELEASE]. We are very pleased to be joining with Republic as we believe this is a natural next step for US Ecology.

Republic Services will be a strong partner for our team as we continue to build on our growth pillars. Headquartered in Phoenix, Arizona, Republic is one of the country’s largest providers of environmental services, including recycling, solid waste collection and waste disposal services. It has a rich history of leadership, dependability, and partnership for a more sustainable world – all qualities we value at US Ecology. Republic continues to grow its environmental solutions organization and wants the best people, best products, and best services in the industry to continue to do so. Based on my experience getting to know their team, I am confident Republic values the unique role we will play in the combined Company’s success. If you would like to know more about Republic Services, I encourage you to visit its website at https://www.republicservices.com/.

This transaction enables Republic Services to become a single source partner for customers’ traditional and specialty waste and recycling needs, increases its national footprint and adds critical infrastructure to its growing business. It will help Republic advance its key initiatives of customer zeal, sustainability and digital transformation. Furthermore, the combination will provide our customers a comprehensive suite of multi-disciplinary services, accelerate our growth, create new opportunities for our team and deliver a significant, immediate cash premium to our shareholders. We strongly believe that this combination is in the best interests of all of our stakeholders and the clearest path forward to advance our mission to provide safe and compliant solutions to protect human health and the environment.

I also want to highlight that this transaction is a testament to your hard work, particularly over the last two years as the pandemic has affected all aspects of our lives. Your resiliency, resourcefulness, and creativity in keeping our communities and environment safe are not only commendable, but they showed Republic that US Ecology is an ideal platform partner with a valuable collection of assets, complementary services and a world-class workforce. Republic sees our team as a key advantage and is one of the many reasons they are excited to combine with US Ecology. Put simply, we have built a great team and Republic will need quality employees to continue running and growing the business.

Today is just the first step. Both US Ecology and Republic Services are working expeditiously to complete the transaction, which is subject to customary and regulatory approvals, including by our shareholders. Please keep in mind that until that time, you should not be contacting anyone at Republic about this acquisition, unless you are part of the integration planning team. The most important thing we can do is remain focused on our day-to-day responsibilities. We will continue to provide our customers with the leading environmental services rooted in safety and compliance that they have come to expect.

We are committed to keeping you updated as there is more information to share throughout the integration planning process. To that end, I will be hosting an All Hands webinar later today at 10:00 a.m. Mountain Time[, which can be accessed at LINK / through Eco Net]. We hope to answer your questions and talk more about this exciting new chapter! We have also provided a short FAQ, attached to this email, to help answer some of your immediate questions.

Lastly, it is common for this type of announcement to garner attention in the media and the marketplace. Consistent with our company policy, should you receive any inquiries from outside parties, including media, investors or others, please forward them to Dave Crumrine, our Corporate Marketing Director, at Dave.Crumrine@usecology.com.

On behalf of the Board of Directors and management team, we hope you share our enthusiasm about what’s ahead. I know we can do this together. We have accomplished so much, and the opportunities ahead are endless. Thank you for your continued dedication to US Ecology.

Sincerely,

Jeff Feeler

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the U.S. federal securities laws. Such statements include statements concerning anticipated future events and expectations that are not historical facts. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “plan,” “predict,” “project,” “forecast,” “guidance,” “goal,” “objective,” “prospects,” “possible” or “potential,” by future conditional verbs such as “assume,” “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressions or the negative thereof. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, including, without limitation: (1) risks related to the consummation of the merger, including the risks that (a) the merger may not be consummated within the anticipated time period, or at all, (b) the parties may fail to obtain shareholder approval of the merger agreement, (c) the parties may fail to secure the termination or expiration of any waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (d) other conditions to the consummation of the merger under the merger agreement may not be satisfied; (2) the effects that any termination of the merger agreement may have on US Ecology or its business, including the risks that (a) US Ecology’s stock price may decline significantly if the merger is not completed, (b) the merger agreement may be terminated in circumstances requiring US Ecology to pay Republic Services a termination fee, or (c) the circumstances of the termination, including the possible imposition of a 12-month tail period during which the termination fee could be payable upon certain subsequent transactions, may have a chilling effect on alternatives to the merger; (3) the effects that the announcement or pendency of the merger may have on US Ecology and its business, including the risks that as a result (a) US Ecology’s business, operating results or stock price may suffer, (b) US Ecology’s current plans and operations may be disrupted, (c) US Ecology’s ability to retain or recruit key employees may be adversely affected, (d) US Ecology’s business relationships (including, customers and suppliers) may be adversely affected, or (e) US Ecology’s management’s or employees’ attention may be diverted from other important matters; (4) the effect of limitations that the merger agreement places on US Ecology’s ability to operate its business, return capital to shareholders or engage in alternative transactions; (5) the nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the merger and instituted against US Ecology and others; (6) the risk that the merger and related transactions may involve unexpected costs, liabilities or delays; (7) other economic, business, competitive, legal, regulatory, and/or tax factors; and (8) other factors described under the heading “Risk Factors” in Part I, Item 1A of US Ecology’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as updated or supplemented by subsequent reports that US Ecology has filed or files with the U.S. Securities and Exchange Commission (“SEC”). Potential investors, shareholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. Neither Republic Services nor US Ecology assumes any obligation to publicly update any forward-looking statement after it is made, whether as a result of new information, future events or otherwise, except as required by law.

Additional Information and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication may be deemed to be solicitation material in respect of the proposed merger between a subsidiary of Republic Services and US Ecology. In connection with the proposed transaction, US Ecology plans to file a proxy statement with the SEC. SHAREHOLDERS OF US ECOLOGY ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT US ECOLOGY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Shareholders and investors will be able to obtain free copies of the proxy statement and other relevant materials (when they become available) and other documents filed by US Ecology at the SEC’s website at www.sec.gov. Copies of the proxy statement (when they become available) and the filings that will be incorporated by reference therein may also be obtained, without charge, by contacting US Ecology’s Corporate Marketing Director at Dave.Crumrine@usecology.com.

Participants in Solicitation

US Ecology and its directors, executive officers, and certain employees, may be deemed, under SEC rules, to be participants in the solicitation of proxies in respect of the proposed merger. Information regarding US Ecology’s directors and executive officers is available in its proxy statement filed with the SEC on April 13, 2021. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC (when they become available). These documents can be obtained free of charge from the sources indicated above.