Republic Services, Inc. (NYSE:RSG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On July 25, 2017, the Board of Directors (the “Board”) of Republic Services, Inc. (“Republic”) elected Kim S. Pegula, 48, to serve on the Board. Ms. Pegula will initially be a member of the Board’s Sustainability and Corporate Responsibility Committee.
Ms. Pegula and her husband are the co-owners of two organizations with which a Republic subsidiary has entered into separate sponsorship agreements. to those agreements and in exchange for certain promotional activities, we paid the organizations an aggregate of $190,000 for 2016 and expect to pay them an aggregate of approximately $257,500 for 2017. Both agreements were entered into in 2016. One agreement has a five-year term; the other has a three-year term.
Republic, through its subsidiaries, provides waste and/or recycling collection services to nine facilities in which Ms. Pegula or members of her immediate family have an ownership interest. The amount we are paid in respect of these services varies year to year based on the volume of services provided and pricing terms set forth in the contracts with the facilities. For 2016, we were paid an aggregate of approximately $341,250 in respect of services provided to these facilities.
Ms. Pegula will receive equity and cash compensation in accordance with Republic’s previously adopted compensation arrangements for non-employee directors, including: (1) an annual grant of restricted stock units (“RSUs”) that have a fair market value of $220,000 as of the grant date, with the grant for 2017 to be prorated to the portion of the year following her election to the Board; and (2) an annual retainer of $80,000, to be prorated for 2017 to the portion of the year following her election to the Board. In addition, at the end of any quarter in which dividends are distributed to stockholders, Republic’s non-employee directors, including Ms. Pegula, receive additional RSUs with a value (based on the closing price of Republic common stock on the dividend payment date) equal to the value of dividends they would have received on all RSUs they held on the dividend payment date. The RSUs vest immediately upon grant and will be settled through the issuance of shares of our common stock upon the director’s termination of service from the Board or three years after they are granted, unless they are deferred into our Deferred Compensation Plan.
ITEM 8.01 OTHER EVENTS.
On July 31, 2017, Republic issued a press release announcing Ms. Pegula’s election to the Board. A copy of this press release is incorporated herein by reference as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
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Exhibit No. |
Description |
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Press release dated July 31, 2017 announcing the election of Ms. Pegula. |
REPUBLIC SERVICES, INC. ExhibitEX-99.1 2 exhibit991pressrelease7-31.htm EXHIBIT 99.1 Exhibit Exhibit 99.1Republic Services,…To view the full exhibit click here
About Republic Services, Inc. (NYSE:RSG)
Republic Services, Inc. is a provider of non-hazardous solid waste collection, transfer, disposal, recycling and energy services in the United States. The Company operates through three segments: East, Central and West. The Company operates in over 40 states and Puerto Rico through approximately 340 collection operations, over 200 transfer stations, over 190 active landfills, approximately 70 recycling centers, approximately 10 treatment, recovery and disposal facilities, and over 10 salt water disposal wells. It also operates approximately 70 landfill gas and renewable energy projects. It has post-closure responsibility for approximately 130 closed landfills. The Company provides residential, small-container commercial and large-container industrial solid waste collection services. Its residential collection business involves the curbside collection of waste for transport to transfer stations, or directly to landfills or recycling centers.