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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): October 30, 2009 (October 28, 2009)
Republic Services, Inc.
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation)
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| 1-14267
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65-0716904 |
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(IRS Employer Identification No.) |
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| 18500 North Allied Way |
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| Phoenix, Arizona
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85054 |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)) |
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT
OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(d) The Board of Directors (the “Board”) of Republic Services, Inc. (“Republic”) elected
Michael Larson, 50, to serve on the Board effective October 28, 2009. The Board further
appointed Mr. Larson as a member of its Compensation Committee and its Nominating and
Corporate Governance Committee. Michael Larson is the Business Manager of Cascade
Investment, L.L.C. and is the Chief Investment Officer for William H. Gates III. Cascade
Investment, L.L.C. (which is wholly owned by Mr. Gates) and the Bill & Melinda Gates
Foundation Trust own in the aggregate approximately 15% of Republic’s common stock. Mr.
Larson disclaims any beneficial ownership of the Republic common stock beneficially owned
by Cascade Investment, L.L.C. and the Bill & Melinda Gates Foundation Trust. Mr. Larson
currently serves on the Board of Directors and Audit Committee of Pan American Silver
Corp. He also serves on the Board of Directors for Hamilton Lane Advisors, L.L.C. and
Grupo Televisa, S.A.B. and is Chairman of the Board of Trustees for two closed-end
investment funds: the Western Asset/Claymore Inflation Linked Securities & Income Fund and
the Western Asset/Claymore Inflation-Linked Opportunities & Income Fund. Mr. Larson is a
trustee and Chairman of the Investment Committees at Claremont McKenna College and
Lakeside School and serves on the Investment Committees for the University of Washington
and the UNCF Gates Millennium Scholars Program. Mr. Larson earned an MBA from the
University of Chicago and a BA from Claremont Men’s College.
Mr. Larson is eligible to receive equity and cash compensation in accordance with
Republic’s previously adopted compensation arrangements for non-employee directors,
including (i) 7,500 annual restricted stock units, beginning October 28, 2009 (subject, in
the case of Mr. Larson’s 2009 annual award, to pro rata reduction based on the number of
days remaining in 2009), that will be issued upon Mr. Larson’s termination of service as a
member of the Board, (ii) a one-time grant of 9,509 restricted stock units, effective on
October 28, 2009, that will vest and be issued in three equal annual installments
commencing one year after the date of the award, (iii) an annual retainer of $80,000 and
(iv) $1,500 for each Board or committee meeting attended. In addition, at the end of any
quarter in which dividends are distributed to stockholders, Republic’s non-employee
directors, including Mr. Larson, receive additional restricted stock units with a value
(based on the closing price of Republic’s stock on the dividend payment date) equal to the
value of dividends they would have received on all restricted stock units held by them on
the dividend record date.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
Effective as of October 28, 2009, the Board amended and restated Republic’s Bylaws to
repeal Article IX (as amended and restated, the “Amended and Restated Bylaws”), which
provided for a special governance structure for a specified period of time following
completion of Republic’s merger (the “Merger”) with Allied Waste Industries, Inc.
(“Allied”). The key features of the repealed Article IX and the Amended and Restated
Bylaws are as follows:
Republic Board of Directors
The repealed Article IX provided that:
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the Republic board of directors was required to have a “Continuing
Republic Committee,” consisting solely of five Continuing Republic
Directors, defined as directors who were either (1) members of the
Republic board of directors prior to the effective time of the
Merger, determined by the Republic board of directors to be
“independent” of Republic under the rules of the NYSE and
designated by Republic to be members of the Republic board of
directors as of the effective time of the Merger, or
(2) subsequently nominated or appointed to be a member of the
Republic board of directors by the Continuing Republic Committee; |
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the Republic board of directors was required to have a “Continuing
Allied Committee,” consisting solely of five Continuing Allied
Directors, defined as directors who were either (1) members of the
Allied board of directors prior to the effective time of the
Merger, determined by the Allied board of directors to be
“independent” of Allied and Republic under the rules of the NYSE
and designated by Allied to be members of the Republic board of
directors as of the effective time of the Merger, or
(2) subsequently nominated or appointed to be a member of the
Republic board of directors by the Continuing Allied Committee; |
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the Republic board of directors had to be comprised of eleven
members, consisting of (1) the Chief Executive Officer of
Republic, (2) five Continuing Republic Directors, and (3) five
Continuing Allied Directors; |
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at each meeting of the Republic stockholders at which directors
were to be elected, (1) the Continuing Republic Committee had the
exclusive authority on behalf of Republic to nominate as directors
of the Republic board of directors, a number of persons for
election equal to the number of Continuing Republic Directors to
be elected at |
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such meeting, and (2) the Continuing Allied
Committee had the exclusive authority on behalf of Republic to
nominate as directors of the Republic board of directors, a number
of persons for election equal to the number of Continuing Allied
Directors to be elected at such meeting; |
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all directors nominated or appointed by the Continuing Republic
Committee or the Continuing Allied Committee, as the case may be,
had to be “independent” of Republic for purposes of the rules of
the NYSE, as determined by a majority of the persons making the
nomination or appointment; and |
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(1) if any Continuing Republic Director was removed from the
Republic board of directors, became disqualified, resigned,
retired, died or otherwise could not or would not continue to
serve as a member of the Republic board of directors, such vacancy
could only be filled by the Continuing Republic Committee, and (2)
if any Continuing Allied Director was removed from the Republic
board of directors, became disqualified, resigned, retired, died
or otherwise could not or would not continue to serve as a member
of the Republic board of directors, such vacancy could only be
filled by the Continuing Allied Committee. |
Pursuant to Republic’s Amended and Restated Bylaws, the number of directors shall be fixed
from time to time by resolution of the Board and shall consist of not more than 12 members
(the majority of which must be independent of Republic for purposes of the rules of the
NYSE). The entire Board will stand for election by the stockholders of Republic each year
at Republic’s annual meeting. Vacancies on the Board may be filled either by the Board or
by Republic’s stockholders. Republic’s Nominating and Corporate Governance Committee is
responsible for identifying, evaluating and recommending candidates to the entire Board for
nomination and election to the Board. Based on such recommendation, the entire Board is
responsible for nominating members for election to the Board and for filling vacancies on
the Board that may occur between annual meetings of stockholders.
Committees of the Republic Board of Directors
In addition, the repealed Article IX provided that, other than with respect to the Continuing
Republic Committee or Continuing Allied Committee:
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each committee of the Republic board of directors had to be
comprised of five members, consisting of three Continuing Republic
Directors and two Continuing Allied Directors; |
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the initial chairperson of the Audit Committee, the Nominating and
Corporate Governance Committee and the Compensation Committee of
the Republic board of directors as of the effective time of the
Merger was, in each case, the Continuing Republic Director who was
the chairman of such committee immediately prior to the effective
time of the Merger; and |
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each Continuing Republic Director and Continuing Allied Director
serving on the Audit Committee, the Nominating and Corporate
Governance Committee or the Compensation Committee of the Republic
board of directors had to qualify as “independent” under the rules
of the NYSE and, as applicable, the rules of the SEC. |
Pursuant to Republic’s Amended and Restated Bylaws, committees may consist of one or more
directors of Republic. Going forward, the Nominating and Corporate Governance Committee,
after consultation with the Chairman and CEO, shall recommend to the Board for approval,
and the Board shall approve, all assignments of committee members, including designations
of the chairs of the committees pursuant to Republic’s Corporate Governance Guidelines.
Further, Republic’s Corporate Governance Guidelines provide that each of the Audit
Committee, Nominating and Corporate Governance Committee and Compensation Committee shall
consist solely of independent directors.
The preceding summary is qualified in its entirety by reference to the Amended and Restated
Bylaws of Republic Services, Inc., filed as Exhibit 3.1 to this Current Report on Form 8-K
and incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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Description |
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3.1
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Amended and Restated Bylaws of Republic Services, Inc., as of October 28, 2009. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: October 30, 2009
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REPUBLIC SERVICES, INC. |
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By:
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/s/ Tod C. Holmes
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Tod C. Holmes |
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Executive Vice President and Chief Financial |
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Officer (Principal Financial Officer) |
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By:
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/s/ Charles F. Serianni
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Charles F. Serianni |
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Senior Vice President and Chief Accounting |
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Officer (Principal Accounting Officer) |
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