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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 17, 2019
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:
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))

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 (§232.405 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



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Item 5.07 Submission of Matters to a Vote of Security Holders
On May 17, 2019, Republic Services, Inc. ("Republic" or the "Company") held its 2019 Annual Meeting of Shareholders. 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:
NomineeVotes ForVotes AgainstAbstentionsBroker Non Votes
Manuel Kadre281,200,576 789,152 74,924 13,922,007 
Tomago Collins281,808,907 181,466 74,279 13,922,007 
Thomas W. Handley261,157,446 20,832,215 74,991 13,922,007 
Jennifer M. Kirk281,856,081 147,112 61,459 13,922,007 
Michael Larson277,156,723 4,829,395 78,534 13,922,007 
Kim S. Pegula281,708,741 290,404 65,507 13,922,007 
Ramon A. Rodriguez276,872,987 5,053,285 138,380 13,922,007 
Donald W. Slager281,784,392 205,564 74,696 13,922,007 
James P. Snee281,791,128 196,526 76,998 13,922,007 
John M. Trani281,670,674 315,508 78,470 13,922,007 
Sandra M. Volpe281,867,509 132,700 64,443 13,922,007 
Katharine B. Weymouth281,692,262 305,843 66,546 13,922,007 

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 for274,327,528 
Votes against7,149,687 
Abstentions587,437 
Broker non-votes13,922,007 

3. The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2019 was approved based upon the following votes:
Votes for292,416,441 
Votes against3,462,435 
Abstentions107,783 
Broker non-votes— 

4. The shareholder proposal regarding electoral contributions and expenditures was not approved based upon the following votes:
Votes for63,082,224 
Votes against208,201,075 
Abstentions10,781,353 
Broker non-votes13,922,007 

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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”) (which held approximately 33.8% of our common stock as of the record date for the Annual Meeting), approximately 44 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.

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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.
    
 Republic Services, Inc.
 
Date: May 17, 2019By:  /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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