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, 2014 (May 8, 2014)
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
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 8, 2014, Republic Services, Inc. ("Republic" or the “Company”) held its 2014 Annual Meeting of Stockholders. The stockholders 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 | ||||
James W. Crownover | 305,195,004 | 731,980 | 315,211 | 14,252,464 | ||||
Tomago Collins | 280,776,538 | 25,147,989 | 317,668 | 14,252,464 | ||||
Gen. Ann E. Dunwoody (ret.) | 305,440,654 | 488,159 | 313,382 | 14,252,464 | ||||
William J. Flynn | 276,259,968 | 29,667,308 | 314,919 | 14,252,464 | ||||
Michael Larson | 267,852,720 | 37,998,695 | 390,780 | 14,252,464 | ||||
W. Lee Nutter | 276,267,244 | 29,659,094 | 315,857 | 14,252,464 | ||||
Ramon A. Rodriguez | 300,866,985 | 5,057,540 | 317,670 | 14,252,464 | ||||
Donald W. Slager | 305,352,578 | 557,490 | 332,127 | 14,252,464 | ||||
Allan C. Sorensen | 298,832,764 | 7,094,016 | 315,415 | 14,252,464 | ||||
John M. Trani | 303,455,821 | 2,470,446 | 315,928 | 14,252,464 | ||||
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 | 179,958,853 | |
Votes against | 121,475,589 | |
Abstentions | 4,807,753 | |
Broker non-votes | 14,252,464 | |
3. The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2014 was approved based upon the following votes:
Votes for | 317,278,415 | |
Votes against | 2,877,612 | |
Abstentions | 338,632 | |
Broker non-votes | -0- | |
4. The proposal to approve the Amended and Restated Executive Incentive Plan was approved based upon the following votes:
Votes for | 300,148,689 | |
Votes against | 5,661,549 | |
Abstentions | 431,957 | |
Broker non-votes | 14,252,464 | |
5. The stockholder proposal regarding payments upon the death of a senior executive was not approved based upon the following votes:
Votes for | 105,853,795 | |
Votes against | 199,821,732 | |
Abstentions | 566,668 | |
Broker non-votes | 14,252,464 | |
2
6. The stockholder proposal regarding political contributions and expenditures was not approved based upon the following votes:
Votes for | 50,931,613 | |
Votes against | 218,468,183 | |
Abstentions | 36,842,399 | |
Broker non-votes | 14,252,464 | |
An Arizona 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. The statute provides that if a person or group acquires 20% or more of the stock of such a company, the shares in excess of the 20% threshold may not be voted on matters other than the election of directors (subject to limited exceptions). 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”) and the Bill & Melinda Gates Foundation Trust (the “Trust”) (who collectively held approximately 25.4% of our common stock as of the record date for the Annual Meeting), approximately 19.3 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 or by the Trust.
Item 8.01 Other Matters
On May 8, 2014, the Company issued a press release announcing the election of Ramon A. Rodriguez as non-executive Chairman of the Board.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description | |
99.1 | Press release of Republic Services, Inc. issued May 8, 2014 to announce the election of Ramon A. Rodriguez as non-executive Chairman of the Board. | |
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: May 8, 2014 | 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 Elects Ramon A. Rodriguez Non-Executive
Chairman of the Board
PHOENIX (May 8, 2014) - Republic Services, Inc. (NYSE:RSG) is pleased to announce the election of Ramon A. Rodriguez, 68, to non-executive chairman of the Company’s Board of Directors, succeeding James W. Crownover who completed his term and will remain a director. Mr. Rodriguez has been a director of Republic Services since 1999 and officially commenced his two-year term as chairman today after the Company’s Annual Stockholders’ Meeting.
"Ray brings tremendous leadership and experience to the role of non-executive chairman and will continue to contribute to Republic’s ongoing success," said Donald W. Slager, director, president and CEO. “We look forward to his continued advice and counsel.”
“I am very pleased to serve as chairman of the Board of Directors of Republic Services, and I am confident that because of our clear strategy, exceptional leadership and sound governance, we have a very long and bright future ahead,” said Mr. Rodriguez.
About Ramon Rodriguez
Mr. Rodriguez is an accomplished financial and business leader with over 40 years of experience in public accounting and business management. He served as president and CEO of Madsen Sapp Mena Rodriguez & Co., P.A., a firm of certified public accountants. During his tenure there, which spanned from 1971 to 2009, Mr. Rodriguez developed vast accounting, management and financial experience and particular insight regarding the external and internal audit functions and controls across a number of industries. From 1975 to 2009, Mr. Rodriguez was also treasurer and a board member of DME Corporation, a manufacturing company involved in the aerospace and defense industries.
Mr. Rodriguez served as chairman of the Company’s Audit Committee and was a member of the Integration Committee before becoming chairman of the Board of Directors. He is also a member of the Board of Directors of Alico, Inc. and the Public Broadcasting Service (PBS). Mr. Rodriguez served as chairman of the Florida Board of Accountancy and was also president of the Florida Institute of Certified Public Accountants.
A native of Guantanamo, Cuba, Mr. Rodriguez has been recognized for his strong civic and business leadership. He is a member of the boards of directors of WPBT Channel 2, Broward Center for the Performing Arts, Community Foundation of Broward, and the Broward Workshop.
Mr. Rodriguez holds a Bachelor of Science degree in Accounting from Florida Atlantic University.
About Republic Services
Republic is an industry leader in the U.S. non-hazardous solid waste and recycling 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.
Republic participates in investor presentations and conferences throughout the year. Interested parties can find a schedule of these conferences at republicservices.com by selecting “Calendar” on the investor relations page. Audio and other presentations from earnings calls and investor conferences are also available on the investor relations page of the website.
For media inquiries: | For investor inquiries: |
Darcie Brossart | Brian DelGhiaccio |
480-627-2700 | 480-627-2741 |
media@republicservices.com | irelations@republicservices.com |
###