REPUBLIC SERVICES INC
For the period ended May 19, 2025. Filed Apr 7, 2025.
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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 19, 2025 · Filed Apr 7, 2025
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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
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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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. |
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| ☐ | Fee paid previously with preliminary materials: |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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SUSTAINABILITY IN ACTION
Dear Shareholders,
The Republic Services team achieved another strong year in 2024 by effectively executing our strategy to meet customer needs and drive profitable growth. Beyond delivering financial success, we had a meaningful impact on our customers and communities. Our 2024 financial highlights include:
| - | 7% revenue growth compared to 2023 |
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| - | $6.49 earnings per share, a 19% increase year-over-year, and $6.46 adjusted earnings per share(1), a 15% increase vs. 2023 |
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| - | $3.94 billion in cash flow from operations, a 9% year-over-year increase, and $2.18 billion in adjusted free cash flow(1), a 10% increase vs. 2023 |
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| - | $1.18 billion returned to shareholders through dividends and share repurchases |
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Strategic Growth and Innovation
Our integrated growth approach spans three key areas: recycling and waste, environmental solutions, and sustainability innovation. Strengthening our position in any one of these areas fuels additional opportunities across the others. Combined with our leadership in Customer Zeal, Digital and Sustainability, we maintain strong customer retention while leveraging technology and strategic focus to drive long-term stakeholder value.
Our commitment to circularity and decarbonization positions us to leverage sustainability as a platform for continued growth. We are making significant progress toward our 2030 Sustainability Goals, including:
| - | Achieving bottle-to-bottle plastics circularity through North America’s first vertically integrated Polymer Center network |
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| - | Expanding sustainable packaging solutions via Blue Polymers, a joint venture with Ravago, to meet increasing demand for custom-blended recycled resin |
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| - | Advancing decarbonization through the largest build-out of renewable natural gas (RNG) projects in the U.S., in partnership with Archaea Energy, a bp company |
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| - | Leading fleet electrification with the industry’s largest EV fleet on the road today |
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Guided by Values, Driven by People
We achieve results the right way, guided by our core values: Safe, Committed to Serve, Environmentally Responsible, Driven and Human-Centered. Our 42,000 dedicated team members are the foundation of our success, consistently exceeding customer expectations while maintaining employee engagement scores above national benchmarks.
Our 2024 achievements demonstrate the positive impact we create, and we are well-positioned for continued growth. Thank you for your trust and partnership as we continue to put Sustainability in Action.
We invite you to join our virtual Annual Meeting of Shareholders at 10:30 a.m. Pacific Time on Monday, May 19, 2025, via webcast at www.virtualshareholdermeeting.com/RSG2025.
| MANNY KADRE Chairman of the Board | JON VANDER ARK President and Chief Executive Officer |
| (1) | Adjusted earnings per share (“EPS”) and adjusted free cash flow 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 101. |
| Republic Services, Inc. 2025 Proxy Statement | | | 3 |
Notice of the 2025 Annual Meeting of Shareholders
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 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 COMPANY’S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2024 ARE AVAILABLE AT WWW.PROXYVOTE.COM.
DATE: Monday, May 19, 2025
TIME:10:30 a.m., Pacific Time
PLACE: Via webcast atwww.virtualshareholdermeeting.com/RSG2025
ITEMS OF BUSINESS
| 1. | To elect the 12 director nominees listed in this proxy statement to serve until the 2026 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 2025; and |
| 4. | 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 24, 2025 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 7, 2025 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 24, 2025 may attend the Annual Meeting as well as vote and submit questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/RSG2025 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 anin-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 7, 2025
| Republic Services, Inc. 2025 Proxy Statement | | | 5 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.