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 16, 2018

Republic Services, Inc.

(Exact name of registrant as specified in its charter)

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))

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.  ☐

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.

On July 16, 2018, the Board of Directors (the “Board”) of Republic Services, Inc. (“Republic”) appointed James P. Snee, 51, to serve on the Board, effective immediately. Mr. Snee will initially be a member of the Board’s Audit Committee and Sustainability and Corporate Responsibility Committee.

Mr. Snee will 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 $230,000 as of the grant date, with the grant for 2018 to be prorated to the portion of the year following his appointment to the Board; and (2) an annual retainer of $100,000, to be prorated for 2018 to the portion of the year following his appointment 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. Snee, 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 payment date as if the RSUs were shares of Republic common stock. The RSUs vest immediately upon grant and will be settled through the issuance of shares of Republic common stock upon the director’s termination of service from the Board or three years after they are granted, unless they are deferred into Republic’s Deferred Compensation Plan.

Item 8.01 Other Events.

On July 17, 2018, Republic issued a press release announcing Mr. Snee’s appointment 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

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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.

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				EXHIBIT 99.1

Republic Services, Inc. Appoints James P. Snee

to its Board of Directors

PHOENIX (July 17, 2018) – Republic Services, Inc. (NYSE: RSG) today announced that food industry executive James P. Snee has been appointed to its Board of Directors, bringing its membership to a total of 11. He will serve on the Audit Committee as well as the Sustainability and Corporate Responsibility Committee.

Snee, 51, serves as chairman of the board, president, and chief executive officer of Hormel Foods Corporation, a Fortune 500 company with over $9 billion in revenue and 52 consecutive years of dividend increases. More than 35 of Hormel’s brands, including SKIPPY^®, SPAM^®, Muscle Milk^®, Justin’s^®, and Wholly Guacamole^®, are first or second in their respective market categories.

Commenting on the addition, Republic’s president and chief executive officer Donald W. Slager said, “Jim’s extensive experience at the helm of one of the world’s largest food brands is a valuable addition to our Board. He brings with him the critical perspective of a seasoned senior executive and active CEO of a public company, and I look forward to working with Jim as we continue to build on Republic’s strategy of profitable growth through differentiation.”

About Republic Services

Republic Services, Inc. is an industry leader in U.S. recycling and non-hazardous solid waste disposal. Through its subsidiaries, Republic’s collection companies, recycling centers, transfer stations and landfills focus on providing effective solutions to make responsive waste disposal effortless for its 14 million customers. We’ll handle it from here.^®, the brand’s promise, lets customers know they can count on Republic to provide a superior experience while fostering a sustainable Blue Planet^® 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 Facebook.com/RepublicServices and follow Republic on Twitter @RepublicService.

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