Republic Services, Inc 8-K, filed Jul 27, 2023
Republic Services, Inc. (RSG)
About this 8-K
Republic Services, Inc filed this 8-K on July 27, 2023, reporting on events of July 26, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
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:
| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each 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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 26, 2023, the Board of Directors (the “Board”) of Republic Services, Inc. (“Republic”) appointed Meg Reynolds, 58, to serve on the Board, effective immediately. Ms. Reynolds will initially be a member of the Board’s Audit Committee and Sustainability & Corporate Responsibility Committee.
Ms. Reynolds will receive equity and cash compensation in accordance with Republic’s previously adopted compensation arrangements for non-employee directors, including: (1) an annual grant of restricted stock units (“RSUs”) that have a fair market value of $230,000 as of the grant date, with the grant for 2023 to be prorated for the portion of the year following her appointment to the Board; and (2) an annual retainer of $100,000, to be prorated for the portion of 2023 following her appointment to the Board. In addition, at the end of any quarter in which dividends are distributed to stockholders, Republic’s non-employee directors, including Ms. Reynolds, receive additional RSUs with a value (based on the closing price of Republic common stock on the dividend payment date) equal to the value of dividends they would have received on all RSUs they held on the dividend payment date. The RSUs vest immediately upon grant and will be settled through the issuance of shares of Republic common stock upon the director’s termination of service from the Board or three years after they are granted, unless they are deferred into Republic’s Deferred Compensation Plan.
There is no arrangement or understanding between Ms. Reynolds and any other persons pursuant to which she was selected as a director. Ms. Reynolds has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 8.01 Other Events
On July 27, 2023, Republic issued a press release announcing Ms. Reynolds’ election to the Board. A copy of this press release is incorporated herein by reference as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated July 27, 2023, announcing the appointment of Ms. Reynolds | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document | |
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: July 27, 2023 | By: | /s/ Catharine D. Ellingsen | ||||
| Catharine D. Ellingsen Executive Vice President, Chief Legal Officer, Chief Ethics & Compliance Officer and Corporate Secretary | ||||||
Exhibit 99.1
Republic Services, Inc. Appoints Meg Reynolds to its Board of Directors
PHOENIX (July 27, 2023) – Republic Services, Inc. (NYSE: RSG) today announced that global investment executive Meg Reynolds has been appointed to its Board of Directors, bringing its membership to a total of 12. She will serve on the Audit and Sustainability & Corporate Responsibility committees.
Reynolds, 58, is co-founder, principal and global emerging markets equity portfolio manager at Westwood Global Investments (WGI), a national financial advisory firm headquartered in Boston. She has more than 30 years of investment experience.
Prior to co-founding WGI, Reynolds was portfolio manager of the Latin American Fund at Fidelity Investments. Earlier, she served in roles of increasing responsibility at Putnam Investor Services. Reynolds serves on several non-profit boards, including the Catholic Schools Foundation, Dana Farber Cancer Institute, Kelly Brush Foundation and Women’s Foundation of Boston.
“Meg has extensive experience leading complex global investment portfolios and has clearly demonstrated a passion for both her clients and communities. Along with my fellow directors, we look forward to her valuable perspectives as we continue to guide the company’s long-term growth and sustainability strategies,” said Manuel Kadre, chairman.
Reynolds has an M.S. from the Massachusetts Institute of Technology and a B.S. from the University of New Hampshire.
About Republic Services
Republic Services, Inc. is a leader in the environmental services industry. Through its subsidiaries, the company provides customers with the most complete set of products and services, including recycling, solid waste, special waste, hazardous waste, container rental and field services. Republic’s industry-leading commitments to advance circularity, reduce emissions and decarbonize operations are helping deliver on its vision to partner with customers to create a more sustainable world. For more information, please visit RepublicServices.com.
###
| Contacts: | ||
| Media Inquiries | Investor Inquiries | |
| Roman Blahoski, (480) 757-9770 | Aaron Evans, (480) 718-0309 | |
| media@republicservices.com | investor@republicservices.com |
18500 N. Allied Way Phoenix, AZ 85054 | RepublicServices.com | Environmental Services, Recycling & Waste