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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 21, 2021
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 21, 2021, Republic Services, Inc. (“Republic” or the “Company”) held its 2021 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
278,851,688  1,329,685 64,529 12,820,791 
Tomago Collins
279,301,804  879,517 64,581 12,820,791 
Michael A. Duffy 279,949,068  235,384 61,450 12,820,791 
Thomas W. Handley 273,265,032  6,917,381 63,489 12,820,791 
Jennifer M. Kirk 278,377,390  1,813,755 54,757 12,820,791 
Michael Larson 266,622,097  13,552,987 70,818 12,820,791 
Kim S. Pegula 278,882,691  1,299,360 63,851 12,820,791 
James P. Snee 277,984,220  2,201,441 60,241 12,820,791 
Brian S. Tyler 261,836,821  18,346,041 63,040 12,820,791 
Sandra M. Volpe 278,366,877  1,821,897 57,128 12,820,791 
Katharine B. Weymouth 277,507,490  2,678,817 59,595 12,820,791 
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
257,575,586 
Votes against
22,134,068 
Abstentions
536,248 
Broker non-votes
12,820,791 
3. The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2021 was approved based upon the following votes:
Votes for
291,065,978 
Votes against
1,936,795 
Abstentions
63,920 
Broker non-votes
— 
4. The shareholder proposal to incorporate ESG metrics into executive compensation was not approved based upon the following votes:
Votes for
39,706,206 
Votes against
237,072,941 
Abstentions
3,466,755 
Broker non-votes
12,820,791 
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.
  REPUBLIC SERVICES, INC.
Date: May 24, 2021 By:   /s/ Catharine D. Ellingsen
    Catharine D. Ellingsen
    Executive Vice President, Chief Legal Officer, Chief Ethics & Compliance Officer and Corporate Secretary


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