Current Report Filing (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 8, 2020

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	Name of 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 (§230.405 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. o

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 8, 2020, Republic Services, Inc. ("Republic" or the "Company") held its 2020 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 upon the following votes:


Nominee		Votes For	Votes Against		Abstentions		Broker Non-Votes
Manuel Kadre	279,743,196			952,011		78,284		12,396,604
Tomago Collins		280,437,482	256,612		79,397		12,396,604
Thomas W. Handley		276,410,753	4,278,883		83,855		12,396,604
Jennifer M. Kirk		277,608,412	3,067,842		97,237		12,396,604
Michael Larson		266,975,413	13,714,088		83,990		12,396,604
Kim S. Pegula		277,213,400	3,452,301		107,790		12,396,604
Donald W. Slager		280,542,529	131,641		99,321		12,396,604
James P. Snee		277,307,867	3,355,160		110,464		12,396,604
Sandra M. Volpe		280,543,771	132,123		97,597		12,396,604
Katharine B. Weymouth		277,049,904	3,616,455		107,132		12,396,604

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


Votes for			266,217,605
Votes against			14,001,688
Abstentions			554,198
Broker non-votes			12,396,604

3. The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2020 was approved based upon the following votes:


Votes for			286,224,145
Votes against			6,850,300
Abstentions			95,650
Broker non-votes			—

4. The proposal to approve the Republic Services, Inc. 2021 Stock Incentive Plan was approved based upon the following votes:


Votes for			269,683,797
Votes against			10,926,950
Abstentions			162,744
Broker non-votes			12,396,604

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 34.1% of our common stock as of the record date for the Annual Meeting), approximately 45 million fewer shares would have been voted for each of proposals two through four, 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.