8-K 2013 Shareholder Vote


 
 

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 10, 2013 (May 9, 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:
 
¨
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))
 
 



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TABLE OF CONTENTS
 
Item 5.07
 
 
 




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Item 5.07
Submission of Matters to a Vote of Security Holders

On May 9, 2013, Republic Services, Inc. ("Republic" or the “Company”) held its 2013 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
 
218,749,258
 
1,296,834
 
91,316,323
 
15,873,558
William J. Flynn
 
301,489,584
 
9,544,018
 
328,813
 
15,873,558
Michael Larson
 
272,430,337
 
38,597,878
 
334,200
 
15,873,558
Nolan Lehmann
 
309,566,050
 
1,468,623
 
327,742
 
15,873,558
W. Lee Nutter
 
301,392,149
 
9,642,982
 
327,284
 
15,873,558
Ramon A. Rodriguez
 
304,991,357
 
6,036,236
 
334,822
 
15,873,558
Donald W. Slager
 
310,326,624
 
703,029
 
332,762
 
15,873,558
Allan C. Sorensen
 
305,582,908
 
5,452,659
 
326,848
 
15,873,558
John M. Trani
 
309,668,817
 
1,365,986
 
327,612
 
15,873,558
Michael W. Wickham
 
300,549,603
 
10,479,492
 
333,320
 
15,873,558

2. The proposal to approve the compensation of our named executive officers was approved based upon the following advisory, non-binding votes:
Votes for
270,622,712

Votes against
36,158,776

Abstentions
4,580,927

Broker non-votes
15,873,558


3. The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent public accountants for 2013 was approved based upon the following votes:
Votes for
321,031,833

Votes against
5,893,671

Abstentions
310,469

Broker non-votes
-0-


4. The proposal to approve the Amended and Restated 2007 Stock Incentive Plan was approved based upon the following votes:
Votes for
280,147,589

Votes against
30,803,803

Abstentions
411,023

Broker non-votes
15,873,558


5. The stockholder proposal regarding payments upon the death of a senior executive was not approved based upon the following votes:
Votes for
94,916,942

Votes against
215,767,418

Abstentions
678,055

Broker non-votes
15,873,558


6. The stockholder proposal regarding political contributions and expenditures was not approved based upon the following votes:
Votes for
43,528,362

Votes against
230,368,935

Abstentions
37,465,118

Broker non-votes
15,873,558

 
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 25.2% of our common stock as of the record date for the Annual Meeting), approximately 18.7 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.

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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 10, 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)


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