Document

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 12, 2017
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))

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
o
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





TABLE OF CONTENTS
 
 
 




Item 5.07 Submission of Matters to a Vote of Security Holders

On May 12, 2017, Republic Services, Inc. ("Republic" or the “Company”) held its 2017 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:
Nominee
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non Votes
Manuel Kadre
 
296,504,963
 
1,575,440

 
81,620

 
14,249,509

Tomago Collins
 
297,844,393

 
237,970

 
79,660

 
14,249,509
William J. Flynn
 
297,876,899
 
209,527

 
75,597

 
14,249,509

Thomas W. Handley
 
297,886,945

 
198,622

 
76,456

 
14,249,509
Jennifer M. Kirk
 
297,915,728
 
177,449

 
68,846

 
14,249,509

Michael Larson
 
282,555,071
 
15,472,108

 
134,844

 
14,249,509
Ramon A. Rodriguez
 
291,310,841
 
6,768,673

 
82,509

 
14,249,509

Donald W. Slager
 
297,899,152
 
191,021

 
71,850

 
14,249,509
John M. Trani
 
297,865,999
 
218,527

 
77,497

 
14,249,509

Sandra M. Volpe
 
297,910,534
 
183,095

 
68,394

 
14,249,509

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
291,470,970

Votes against
6,003,336

Abstentions
687,717

Broker non-votes
14,249,509


3. The shareholders recommended that we conduct future advisory votes on named executive compensation every one year based upon the following advisory, non-binding votes:
Every one year
275,596,367

Every two years
243,445

Every three years
22,193,309

Abstentions
128,902

Broker non-votes
14,249,509


4. The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2017 was approved based upon the following votes:
Votes for
309,256,563

Votes against
3,075,454

Abstentions
79,515

Broker non-votes
—


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 32.1% of our common stock as of the record date for the Annual Meeting), approximately 41 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.


2

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 12, 2017
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)


3