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): August 26, 2013 (August 23, 2013)
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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
2
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On August 23, 2013, the Board of Directors (the “Board”) of Republic Services, Inc. (“Republic”) elected retired United States Army General Ann E. Dunwoody, 60, and Tomago Collins, 41, to serve on the Board, effective immediately.
Each of General Dunwoody and Mr. Collins is eligible to receive equity and cash compensation in accordance with Republic's previously adopted compensation arrangements for non-employee directors, including: (1) an annual grant of 7,500 restricted stock units that vest immediately and will be distributed in Republic common stock three years after the grant date, with the grant for 2013 to be prorated to the portion of the year following their election to the Board; and (2) an annual retainer of $80,000. In addition, at the end of any quarter in which dividends are distributed to stockholders, Republic's non-employee directors, including General Dunwoody and Mr. Collins, receive additional restricted stock units with a value (based on the closing price of Republic common stock on the dividend payment date) equal to the value of dividends they would have received on all restricted stock units held by them on the dividend record date.
ITEM 8.01 OTHER EVENTS
On August 26, 2013, Republic issued a press release announcing the election of General Dunwoody and Mr. Collins to the Board. A copy of this press release is incorporated herein by reference as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit No. | Description | |
99.1 | Press release dated August 26, 2013 announcing the election of General Dunwoody and Mr. Collins. | |
3
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: August 26, 2013 | By: | /s/ Glenn A. Culpepper | |
Glenn A. Culpepper | |||
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||
By: | /s/ Brian A. Goebel | ||
Brian A. Goebel | |||
Vice President and Chief Accounting Officer (Principal Accounting Officer) | |||
4
Exhibit 99.1
REPUBLIC SERVICES, INC. ANNOUNCES THE ELECTION OF
GENERAL ANN E. DUNWOODY AND TOMAGO COLLINS
TO THE COMPANY'S BOARD OF DIRECTORS
PHOENIX (Aug. 26, 2013) - Republic Services, Inc. (NYSE: RSG) announced today that retired Army General Ann E. Dunwoody and Tomago Collins have been elected to its Board of Directors. Republic's Board now consists of 12 members, 11 of whom are independent directors.
Commenting on these additions to the Board, Don Slager, president and CEO, said, “We are very pleased to welcome Ann and Tomago to our Board. Their combined expertise in logistics, strategic planning and communications will serve Republic well as we continue to build positive momentum in our growth trajectory. We look forward to working with them and welcome the experience, vision and counsel they will bring to Republic.”
General Ann E. Dunwoody
General Dunwoody retired as a four-star Army General in October 2012 after 37 years of historic and distinguished service. For the last four years of her service, she led the largest global logistics command in the Army, comprised of 69,000 military and civilian personnel located in all 50 states and more than 140 countries. She managed and operationalized the Army's global supply chain for numerous engagements, including support of Iraq and Afghanistan, contingency operations in Haiti, Pakistan and Japan, and the Base Realignment and Closing move of Command Headquarters from Fort Belvoir, Va., to Huntsville, Ala. General Dunwoody is the first woman in U.S. military and uniformed service history to achieve a four-star officer rank.
Currently, General Dunwoody is president of First 2 Four, LLC, a leadership mentoring and strategic advisory services company that offers visionary insights for managing large organizations to posture them for the future. She serves on the Board of Directors of L-3 Communications and Logistics Management Institute.
Tomago Collins
Mr. Collins is a senior executive at Kroenke Sports & Entertainment and has helped lead the company during numerous areas of growth in the past decade, playing an integral role in launching Altitude Sports & Entertainment, a regional sports network viewed by millions throughout the Rocky Mountains. Mr. Collins serves as the senior strategic communications and public affairs executive for all Kroenke-owned sports, entertainment, real estate, ranch and vineyard properties, including Arsenal Football Club, the St. Louis Rams, Denver Nuggets, Altitude, the Outdoor Channel, World Fishing Network and the Pepsi Center. He also works closely with senior management on business development, mergers and acquisitions, and strategic planning. Before joining Kroenke, Mr. Collins was a journalist at The (Louisville) Courier-Journal and CNN International.
Mr. Collins currently serves on the Board of Directors of the Playing for Change, Colorado Make A Wish, Global Down Syndrome and Colorado I Have a Dream foundations.
About Republic
Republic is an industry leader in the U.S. non-hazardous solid waste industry. Through its subsidiaries, Republic's collection companies, transfer stations, recycling centers and landfills focus on providing reliable environmental services and solutions for commercial, industrial, municipal and residential customers. Republic and its employees believe in protecting the planet and applying common sense solutions to customers' waste and recycling challenges.
For more information, contact:
Media Inquiries Investor Inquiries
Darcie Brossart (480) 627-2700 Ed Lang (480) 627-7128
media@republicservices.com Brian DelGhiaccio (480) 627-2741
###