REPUBLIC SERVICES INC

For the period ended May 23, 2024. Filed Apr 9, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 23, 2024 · Filed Apr 9, 2024

RSG$246.85-1.0%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant

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Filed by a Party other than the Registrant

☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

REPUBLIC SERVICES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials:

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

PROXY SUMMARY	BOARD AND GOVERNANCE	EXECUTIVE COMPENSATION	PROPOSALS	MEETING INFORMATION	ANNEX

PARTNERING WITH CUSTOMERS TO CREATE

A MORE SUSTAINABLE WORLD

Dear Shareholder,

The needs of our customers and society continue to evolve, and we’re using our expertise to solve complex environmental challenges and help our customers achieve their sustainability goals.

In 2023, we effectively executed our strategy for the benefit of our customers, our company and our shareholders, and delivered strong financial results:

-	Revenue growth of 11% vs. 2022, including 5% from acquisitions

-	Earnings per share of $5.47, a 17% year-over-year increase and adjusted earnings per share(1) of $5.61, a 14% year-over-year increase

-	Cash flow from operations of $3.62 billion, a 13% year-over-year increase and adjusted free cash flow(1) of $1.99 billion, a 14% increase compared to 2022

-	Returned $900 million to shareholders through dividends and share repurchases

We provide the industry’s most complete set of products and services. Our continued investments in Customer Zeal, Digital and Sustainability are driving high customer retention, operational efficiencies and additional growth opportunities. We are an industry leader in our commitment to sustainability innovation, including:

-	Advancing bottle-to-bottle plastics circularity through North America’s first vertically integrated Polymer Centers

-	Producing custom-blended recycled resin to meet increasing sustainable packaging demand through Blue Polymers, a joint venture with Ravago

-	Promoting decarbonization through the nation’s largest portfolio build-out to date of renewable natural gas (RNG) projects with Archaea Energy, a bp company

-	Establishing the industry’s largest commitment to fleet electrification, including the first fully integrated electric recycling and waste collection trucks

We continue to track toward our ambitious 2030 Sustainability Goals, and our values drive us to deliver results in the right way: Safe, Committed to Serve, Environmentally Responsible, Driven and Human-Centered. Our strong culture is highly inclusive and reflected in our 2023 employee engagement score of 86, which surpasses industry and national benchmarks.

We believe we are well-positioned for continued growth, and we are grateful to our 41,000 team members for their hard work and commitment to exceeding customer expectations. Thank you for your trust in us as we continue to partner with customers to create a more sustainable world.

We invite you to join our virtual Annual Meeting of Shareholders at 10:30 a.m. Pacific Time on May 23, 2024, via webcast at www.virtualshareholdermeeting.com/RSG2024.

MANNY KADRE Chairman of the Board

JON VANDER ARK President and Chief Executive Officer

(1)	Adjusted free cash flow and adjusted EPS are non-GAAP financial measures. For a reconciliation of these non-GAAP measures to the comparable measures in accordance with GAAP, see “Reconciliation of GAAP to Non-GAAP Financial Measures” in the Annex on page 108.

Republic Services, Inc. 2024 Proxy Statement

Notice of the 2024 Annual Meeting of Shareholders

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING OF SHAREHOLDERS (THE “ANNUAL MEETING”) OF REPUBLIC SERVICES, INC., A DELAWARE CORPORATION (THE “COMPANY”). THIS PROXY STATEMENT RELATING TO THE ANNUAL MEETING AND THE ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2023 ARE AVAILABLE AT WWW.PROXYVOTE.COM.

DATE: Thursday, May 23, 2024

TIME:10:30 a.m., Pacific Time

PLACE: Via webcast atwww.virtualshareholdermeeting.com/RSG2024

ITEMS OF BUSINESS

1.	To elect the 13 director nominees listed in this proxy statement to serve until the 2025 annual meeting of shareholders or until their respective successors are duly elected and qualified;

2.	To hold an advisory vote to approve our named executive officer compensation;

3.	To ratify the appointment of our independent registered public accounting firm for 2024;

4.	To consider and act upon a shareholder proposal to report on stakeholder impact from the Company’s climate change strategy; and

5.	To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

RECORD DATE

Only shareholders of record at the close of business on March 26, 2024 are entitled to notice of and to vote at the Annual Meeting or any adjournment of it. A list of such shareholders will be available commencing April 9, 2024 and may be examined prior to the Annual Meeting at our corporate headquarters during normal business hours.

AVAILABILITY OF PROXY MATERIALS

We are pleased to utilize Securities and Exchange Commission rules that allow us to furnish these proxy materials and our Annual Report on Form 10-K in digital form online. Shareholders of record will be mailed a Notice of Internet Availability of Proxy Materials, which provides instructions on how to access the proxy materials and our Annual Report on Form 10-K online and, if they prefer, how to request paper copies of these materials. We believe providing these materials online enables us to reduce the environmental impact of our Annual Meeting and lower our printing and delivery costs while providing shareholders with the information they need more quickly and efficiently.

PROXY VOTING

Your participation at our Annual Meeting is important. To ensure your representation, if you do not expect to participate in the virtual meeting, please vote your shares as instructed in your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction card at your earliest convenience. Your prompt return of proxies will ensure a quorum and save us the expense of further solicitation.

VIRTUAL MEETING

We will hold this year’s Annual Meeting in a virtual meeting format only. Shareholders of record at the close of business on March 26, 2024 may attend the Annual Meeting as well as vote and submit questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/RSG2024 and entering the 16-digit control number included in our Notice of Internet Availability of Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials. The format of the Annual Meeting will ensure that shareholders are afforded the same rights and opportunities to participate as they would at an in-person meeting.

By Order of the Board of Directors,

CATHARINE D. ELLINGSEN

Executive Vice President, Chief Legal Officer,

Chief Ethics & Compliance Officer, and Corporate Secretary

Phoenix, AZ

April 9, 2024

Republic Services, Inc. 2024 Proxy Statement

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.