8-K 2015 Shareholder Vote

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 14, 2015 (May 14, 2015)
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 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))



TABLE OF CONTENTS
 
 
 




Item 5.07 Submission of Matters to a Vote of Security Holders

On May 14, 2015, Republic Services, Inc. ("Republic" or the “Company”) held its 2015 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
Ramon A. Rodriguez
 
300,233,534
 
2,571,985
 
546,969
 
15,085,979
Tomago Collins
 
302,028,173
 
770,094
 
554,221
 
15,085,979
James W. Crownover
 
302,368,037
 
440,021
 
544,430
 
15,085,979
Gen. Ann E. Dunwoody (ret.)
 
302,203,018
 
607,907
 
541,563
 
15,085,979
William J. Flynn
 
302,374,147
 
427,081
 
551,260
 
15,085,979
Manuel Kadre
 
302,704,913
 
236,291
 
411,284
 
15,085,979
Michael Larson
 
294,871,343
 
7,929,649
 
551,496
 
15,085,979
W. Lee Nutter
 
300,603,676
 
2,347,386
           
401,426
 
15,085,979
Donald W. Slager
 
302,596,653
 
211,612
 
544,223
 
15,085,979
John M. Trani
 
302,517,854
 
282,131
 
552,503
 
15,085,979

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
294,529,568

Votes against
7,462,379

Abstentions
1,360,541

Broker non-votes
15,085,979


3. The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2015 was approved based upon the following votes:
Votes for
315,508,521

Votes against
2,547,657

Abstentions
382,289

Broker non-votes
-


4. The shareholder proposal regarding proxy access was approved based upon the following votes:
Votes for
258,439,973

Votes against
29,041,192

Abstentions
2,741,962

Broker non-votes
28,214,658


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”) and the Bill & Melinda Gates Foundation Trust (the “Trust”) (who collectively held approximately 30.9% of our common stock as of the record date for the Annual Meeting), approximately 38.3 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 or by the Trust.



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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 14, 2015
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)


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