8-K/A
REPUBLIC SERVICES, INC. (RSG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1 )
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 20, 2020
Republic Services, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-14267 | 65-0716904 | |
|---|---|---|---|
| (State or other jurisdiction of<br>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:
☐ 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 Symbol | Name of exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | RSG | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 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. o |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
This Current Report on Form 8-K/A (the “Amendment”) is being filed as an amendment to the Current Report on Form 8-K filed by Republic Services, Inc. (the “Company”) on May 20, 2020 (the “Original 8-K”). The Original 8-K was filed with the Securities and Exchange Commission to report the naming of Brian DelGhiaccio as the Company’s Executive Vice President, Chief Financial Officer effective June 1, 2020. The purpose of this Amendment is to include information concerning Mr. DelGhiaccio’s compensation and other arrangements with the Company that were approved by the Management Development and Compensation Committee of the Company’s Board of Directors (the “Committee”) and accepted by Mr. DelGhiaccio on June 3, 2020.
In connection with his appointment, the Committee increased Mr. DelGhiaccio’s base salary to $550,000, with an annual cash bonus opportunity of 80% of his base salary. The Committee also granted Mr. DelGhiaccio $200,000 in restricted stock units, as well as supplemental long-term incentive awards with targets of $100,000, $233,333 and $352,917 for the 2018-2020, 2019-2021 and 2020-2022 performance cycles, respectively. Finally, the Committee approved the contribution of $65,000 to Mr. DelGhiaccio’s deferred compensation account.
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: | June 4, 2020 | By: | /s/ Catharine D. Ellingsen |
| Catharine D. Ellingsen | |||
| Executive Vice President, Chief Legal Officer, Chief Ethics & Compliance Officer and Corporate Secretary |