Republic Services, Inc. (NYSE:RSG) Files An 8-K Submission of Matters to a Vote of Security Holders

Explanatory Note

This Current Report on Form 8-K/A (the “Amendment”) is being filed as an amendment to the Current Report on Form 8-K filed by Republic Services, Inc. (“Republic” or the “Company”) on May 15, 2017 (the “Original 8-K”). The Original 8-K was filed with the Securities and Exchange Commission to report the results of the matters submitted to a vote of the shareholders at the Company’s 2017 Annual Meeting of Shareholders, held on May 12, 2017. The purpose of this Amendment is to include, in accordance with Item 5.07(d) of Form 8-K, the Company’s decision as to how frequently the Company will conduct future shareholder advisory votes on named executive officer compensation.

Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On May12, 2017, the Company held its 2017 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:

2. The proposal to approve the compensation of the Company's named executive officers was approved based upon the following advisory, non-binding votes:

3. The shareholders recommended that we conduct future advisory votes on named executive compensation every one year based upon the following advisory, non-binding votes:

4. The proposal to ratify the appointment of Ernst& Young LLP as the Company’s independent registered public accounting firm for 2017 was approved based upon the following votes:

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”) (which held approximately 32.1% of our common stock as of the record date for the Annual Meeting), approximately 41 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.

The Company’s Decision as to the Frequency of Future Advisory Votes on Named Executive Officer Compensation

On July 25, 2017, in light of the shareholders’ recommendation that the Company conduct future advisory votes on named executive officer compensation every year, the Company’s Board of Directors decided that the Company will include an annual advisory vote on named executive officer compensation in its proxy materials every year until the next required vote on the frequency of shareholder votes on executive compensation. The Company is required to hold a vote on frequency every six years.

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.