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): July 27, 2016 (July 26, 2016)
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
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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
The Board of Directors (the “Board”) of Republic Services, Inc. (“Republic”) elected Thomas W. Handley, 61, and Jennifer M. Kirk, 41, to serve on the Board, effective July 26, 2016. Mr. Handley also serves on Republic’s Management Development and Compensation Committee and its Nominating and Corporate Governance Committee, and Ms. Kirk also serves on Republic’s Audit Committee and its Sustainability and Corporate Responsibility Committee.
Mr. Handley and Ms. Kirk will each receive equity and cash compensation in accordance with Republic’s previously adopted compensation arrangements for non-employee directors, including: (1) an annual grant of restricted stock units (“RSUs”) that have a fair market value of $220,000 as of the grant date, with the grant for 2016 to be prorated to the portion of the year following their election to the Board; and (2) an annual retainer of $80,000, to be prorated for 2016 to the portion of the year following their election to the Board. In addition, at the end of any quarter in which dividends are distributed to stockholders, Republic’s non-employee directors, including Mr. Handley and Ms. Kirk, receive additional RSUs 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 RSUs they held on the dividend record date. The RSUs vest immediately upon grant and will be settled through the issuance of shares of our common stock upon the director’s termination of service from the Board or three years after they are granted, unless they are deferred into our Deferred Compensation Plan.
ITEM 8.01 OTHER EVENTS.
On July 27, 2016, Republic issued a press release announcing Mr. Handley and Ms. Kirk’s election 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 July 27, 2016 announcing the election of Mr. Handley and Ms. Kirk. | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Republic Services, Inc. | |||
Date: July 27, 2016 | By: | /s/ Charles F. Serianni | |
Charles F. Serianni | |||
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) | |||
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Exhibit 99.1
Republic Services, Inc. Elects Thomas W. Handley
and Jennifer M. Kirk to its Board of Directors
PHOENIX (July 27, 2016) - Republic Services, Inc. (NYSE: RSG) announced today that service company and industrial services and chemicals executive Thomas W. Handley and oil and gas executive Jennifer M. Kirk have been elected to its Board of Directors. Republic's Board now consists of 12 total members, including 11 independent directors.
Commenting on these additions to the Board, President and Chief Executive Officer Donald W. Slager said, "We are pleased to welcome Tom and Jennifer to our Board. Their combined expertise in strategic planning, finance and operations, as well as petroleum and service industry experience will serve Republic well as we continue to execute our strategy of profitable growth through differentiation. We look forward to working with them and welcome their experience and counsel."
Tom Handley, 61, serves as president and chief operating officer for Ecolab, Inc., responsible for providing leadership, management and strategic counsel for seven of Ecolab’s eight business sectors. Ecolab, a $13.5 billion company, delivers comprehensive solutions and on-site service to promote safe food, maintain clean environments, optimize water and energy use, and improve operational efficiencies for businesses in more than 170 countries around the world. Mr. Handley serves on Republic Services’ Management Development & Compensation Committee and the Nominating & Corporate Governance Committee.
Jennifer Kirk, 41, is vice president, controller and principal accounting officer of Occidental Petroleum Corporation, the third largest U.S. oil and gas company based on market capitalization with oil and gas, midstream and chemical operations in the United States, Middle East and Latin America. She is responsible for the direct oversight of all company financial activities, including financial reporting, accounting, compliance and internal controls. She is an accredited petroleum accountant with 20 years of experience. Ms. Kirk serves on the Republic Services’ Audit Committee and the Sustainability & Corporate Responsibility Committee.
About Republic Services
Republic Services, Inc. is an industry leader in U.S. recycling and non-hazardous solid waste. Through its subsidiaries, Republic’s collection companies, recycling centers, transfer stations and landfills focus on providing effective solutions to make proper waste disposal effortless for its 14 million customers. We’ll handle it from here.TM, the brand’s promise, lets customers know they can count on Republic to provide a superior experience while fostering a sustainable Blue PlanetTM for future generations to enjoy a cleaner, safer and healthier world.
For more information, visit the Republic Services website at RepublicServices.com. “Like” Republic on Facebook at www.facebook.com/RepublicServices and follow on Twitter @RepublicService.
For more information, contact: | |
Media Inquiries | Investor Inquiries |
Darcie Brossart (480) 627-2700 | Brian DelGhiaccio (480) 627-2741 |
media@republicservices.com | investor@republicservices.com |
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