8-K 2014 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 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
 
 
 
EX-99.1
 




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



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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.


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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 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)


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