Republic Services, Inc 8-K, filed May 17, 2023
Republic Services, Inc. (RSG)
About this 8-K
Republic Services, Inc filed this 8-K on May 17, 2023, reporting on events of May 12, 2023.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On May 12, 2023, Republic Services, Inc. (“Republic” or the “Company”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”). 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 on the following votes: |
| Nominee |
Votes For | Votes Against | Abstentions | Broker Non-Votes |
||||||||||||
| Manuel Kadre |
276,540,742 | 3,160,986 | 124,320 | 13,371,194 | ||||||||||||
| Tomago Collins |
277,823,360 | 1,804,468 | 198,220 | 13,371,194 | ||||||||||||
| Michael A. Duffy |
278,201,044 | 1,502,308 | 122,696 | 13,371,194 | ||||||||||||
| Thomas W. Handley |
267,110,488 | 12,589,671 | 125,889 | 13,371,194 | ||||||||||||
| Jennifer M. Kirk |
273,609,655 | 6,079,254 | 137,139 | 13,371,194 | ||||||||||||
| Michael Larson |
248,714,525 | 30,987,469 | 124,054 | 13,371,194 | ||||||||||||
| James P. Snee |
272,262,531 | 7,439,841 | 123,676 | 13,371,194 | ||||||||||||
| Brian S. Tyler |
278,197,696 | 1,506,454 | 121,898 | 13,371,194 | ||||||||||||
| Jon Vander Ark |
278,684,547 | 1,015,943 | 125,558 | 13,371,194 | ||||||||||||
| Sandra M. Volpe |
273,896,542 | 5,814,861 | 114,645 | 13,371,194 | ||||||||||||
| Katharine B. Weymouth |
242,522,432 | 37,187,590 | 116,026 | 13,371,194 | ||||||||||||
| 2. | The proposal to approve the compensation of the Company’s named executive officers was approved based on the following advisory, non-binding votes: |
| Votes for |
272,146,201 | |||
| Votes against |
6,594,662 | |||
| Abstentions |
1,085,185 | |||
| Broker non-votes |
13,371,194 |
| 3. | The advisory vote on the frequency of an advisory vote on named executive officer compensation was approved for ONE YEAR based on the following votes: |
| Votes for ONE YEAR |
274,394,421 | |||
| Votes for TWO YEARS |
75,218 | |||
| Votes for THREE YEARS |
5,204,260 | |||
| Abstentions |
152,149 | |||
| Broker non-votes |
13,371,194 |
| 4. | The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023 approved based on the following votes: |
| Votes for |
284,440,942 | |||
| Votes against |
8,642,209 | |||
| Abstentions |
114,091 |
According to an Arizona statute, if a person or group acquires 20% or more of the stock of a public corporation, the shares in excess of the 20% threshold may not be voted on matters other than the election of directors (subject to limited exceptions). This 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. 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 34.8% of our common stock as of the record date for the Annual Meeting), approximately 46 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.
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, 2023 | By: | /s/ Catharine D. Ellingsen | ||||
| Catharine D. Ellingsen Executive Vice President, Chief Legal Officer, Chief Ethics & Compliance Officer and Corporate Secretary | ||||||