Republic Services Inc.

05/11/2026 | Press release | Distributed by Public on 05/11/2026 15:15

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 7, 2026, Republic Services, Inc. ("Republic" or the "Company") held its 2026 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 upon the following votes:
Nominee Votes For Votes Against Abstentions Broker Non-Votes
Manuel Kadre
273,749,542 2,385,807 76,771 12,128,732
Ian Craig 274,893,856 1,233,807 84,457 12,128,732
Michael A. Duffy 275,340,854 788,628 82,638 12,128,732
Thomas W. Handley 267,461,763 8,675,497 74,860 12,128,732
Jennifer M. Kirk 271,209,831 4,832,508 169,781 12,128,732
Michael Larson 262,059,568 14,076,821 75,731 12,128,732
Norman Thomas Linebarger 275,254,949 871,149 86,022 12,128,732
Meg Reynolds 275,284,541 851,164 76,415 12,128,732
James P. Snee 272,259,926 3,874,029 78,165 12,128,732
Brian S. Tyler 275,215,871 913,036 83,213 12,128,732
Jon Vander Ark 275,887,447 242,628 82,045 12,128,732
Sandra M. Volpe 271,037,600 5,100,476 74,044 12,128,732
Katharine B. Weymouth 261,047,838 15,085,952 78,330 12,128,732
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
266,655,515
Votes against
9,087,762
Abstentions
468,843
Broker non-votes
12,128,732
3. The proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2026 was approved based upon the following votes:
Votes for
277,390,342
Votes against
10,890,865
Abstentions
59,645
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 35.5% of our common stock as of the record date for the Annual Meeting), approximately 48 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.
Republic Services Inc. published this content on May 11, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 11, 2026 at 21:15 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]