0001060391false00010603912025-05-192025-05-19

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 19, 2025
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:

☐ 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 ClassTrading SymbolName of exchange on which registered
Common Stock, par value $0.01 per shareRSGNew 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 5.07Submission of Matters to a Vote of Security Holders
On May 19, 2025, Republic Services, Inc. (“Republic” or the “Company”) held its 2025 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:

NomineeVotes ForVotes AgainstAbstentions
Broker 
Non-Votes
Manny Kadre
276,898,213 1,714,850 137,784 12,265,891 
Michael A. Duffy
277,471,963 1,188,686 90,198 12,265,891 
Thomas W. Handley270,099,559 8,559,991 91,297 12,265,891 
Jennifer M. Kirk
276,182,863 2,395,801 172,183 12,265,891 
Michael Larson
264,648,500 14,010,658 91,689 12,265,891 
Norman Thomas Linebarger
278,379,739 274,043 97,065 12,265,891 
Meg Reynolds
272,981,860 5,682,754 86,233 12,265,891 
James P. Snee
276,861,992 1,799,512 89,343 12,265,891 
Brian S. Tyler
277,319,326 1,339,848 91,673 12,265,891 
Jon Vander Ark
278,471,895 182,329 96,623 12,265,891 
Sandra M. Volpe
275,826,848 2,750,180 173,819 12,265,891 
Katharine B. Weymouth
264,180,178 14,479,050 91,619 12,265,891 
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
269,210,638 
Votes against
8,610,621 
Abstentions
929,588 
Broker non-votes
12,265,891 
3. The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2025 was approved based on the following votes:
 
Votes for
278,998,316 
Votes against
11,930,180 
Abstentions
88,242 



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 35.1% of our common stock as of the record date for the Annual Meeting), approximately 47 million fewer shares would have been voted for each of proposals two and three, 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 20, 2025By:
/s/ CATHARINE D. ELLINGSEN
Catharine D. Ellingsen
Executive Vice President, Chief Legal Officer,
Chief Ethics & Compliance Officer and Corporate Secretary