Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 7, 2026
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.)
5353 East City North Drive
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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol
Name of exchange on which registered
Common Stock, par value $0.01 per share
RSG
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
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.
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.