REPUBLIC SERVICES INC
For the period ended May 19, 2025. Filed Apr 7, 2025.
View on SEC.govAbout this filing
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
Contents
Annex – CD&A Appendix
Reconciliation of GAAP to Non-GAAP Financial Measures
| ADJUSTED DILUTED EARNINGS PER SHARE | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Diluted earnings per share—as reported | $4.69 | $5.47 | $6.49 |
| Loss (gain) on extinguishment of debt and other related costs | — | — | (0.01) |
| Restructuring charges | 0.06 | 0.08 | 0.07 |
| Loss (gain) on business divestitures and asset impairments, net | (0.01) | (0.03) | (0.07) |
| Settlement and withdrawals on pension plans | — | 0.01 | (0.02) |
| US Ecology acquisition integration and deal costs | 0.19 | 0.08 | — |
| Diluted earnings per share—as adjusted | $4.93 | $5.61 | $6.46 |
| ADJUSTED FREE CASH FLOW (IN MILLIONS) | FY 2022 | FY 2023 | FY 2024 |
| Cash provided by operating activities | $3,190 | $3,618 | $3,936 |
| Property and equipment received | (1,553) | (1,717) | (1,818) |
| Proceeds from sales of property and equipment | 33 | 29 | 47 |
| Divestiture related tax (payments) benefits | 2 | 1 | — |
| Cash tax benefit for debt extinguishment and other related costs | — | — | (1) |
| Adjustment to withdrawal liability for a multiemployer pension fund, net of tax | 2 | — | — |
| Restructuring payments, net of tax | 15 | 29 | 19 |
| US Ecology acquisition integration and deal costs, net of tax | 53 | 25 | — |
| Free cash flow—as adjusted | $1,742 | $1,985 | $2,183 |
| ADJUSTED EBITDA (IN MILLIONS) | FY 2022 | FY 2023 | FY 2024 |
| Net Income attributable to Republic Services, Inc. | $1,488 | $1,731 | $2,043 |
| Net income attributable to non-controlling interests | — | — | 1 |
| Provision for income taxes | 344 | 460 | 388 |
| Other (income) expense, net | 2 | (7) | (23) |
| Interest income | (3) | (6) | (9) |
| Interest expense | 395 | 508 | 539 |
| Depreciation, amortization and depletion | 1,352 | 1,501 | 1,677 |
| Accretion | 89 | 98 | 107 |
| Loss from unconsolidated equity method investment | 166 | 94 | 255 |
| Loss on extinguishment of debt and other related costs | — | — | 2 |
| Restructuring charges | 27 | 33 | 29 |
| Loss (gain) on business divestitures and impairments, net | (6) | (4) | (30) |
| Adjustment to withdrawal liability for a multiemployer pension fund | (2) | 5 | — |
| US Ecology acquisition integration and deal costs | 77 | 34 | — |
| Adjusted EBITDA | $3,929 | $4,447 | $4,979 |
| Republic Services, Inc. 2025 Proxy Statement | | | 101 |
| PROXY SUMMARY | BOARD AND GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS | MEETING INFORMATION | ANNEX |
|---|
Calculation of Actual Results for Annual Incentive Performance Measures and GAAP Reconciliation
| EARNINGS PER SHARE MEASURE | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Diluted earnings per share—as reported | $4.69 | $5.47 | $6.49 |
| Loss (gain) on extinguishment of debt and other related costs | — | — | (0.01) |
| Restructuring charges | 0.06 | 0.08 | 0.07 |
| Settlement and withdrawals on pension plans | — | 0.01 | (0.02) |
| Loss (gain) on business divestitures and asset impairments, net | (0.01) | (0.03) | (0.07) |
| US Ecology acquisition integration and deal costs | 0.19 | 0.08 | — |
| Benefit from RNG tax credit | — | — | (0.05) |
| Earnings per share measure | $4.93 | $5.61 | $6.41 |
| FREE CASH FLOW MEASURE (IN MILLIONS) | FY 2022 | FY 2023 | FY 2024 |
| Cash provided by operating activities | $3,190 | $3,618 | $3,936 |
| Property and equipment received | (1,553) | (1,717) | (1,818) |
| Proceeds from sales of property and equipment | 33 | 29 | 47 |
| Divestiture related tax (payments) benefits | 2 | 1 | — |
| Cash tax benefit for debt extinguishment and other related costs | — | — | (1) |
| Adjustment to withdrawal liability for a multiemployer pension fund, net of tax | 2 | — | — |
| Restructuring payments, net of tax | 15 | 29 | 19 |
| US Ecology acquisition integration and deal costs, net of tax | 53 | 25 | — |
| Free cash flow measure | $1,742 | $1,985 | $2,183 |
| 102 | | | Republic Services, Inc. 2025 Proxy Statement |
| PROXY SUMMARY | BOARD AND GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS | MEETING INFORMATION | ANNEX |
|---|
Calculation of Actual Results for 2022-2024 PSU Performance Measures*
| THREE YEAR CASH FLOW VALUE CREATION MEASURE (IN MILLIONS) · FY 2022 · FY 2023 · FY 2024 | ||||||
|---|---|---|---|---|---|---|
| Net Income per LTI definition | $1,543 | $1,751 | $1,997 | |||
| Add: after tax interest expense per LTI definition | 318 | 394 | 451 | |||
| Add: DD&A and accretion | 1,441 | 1,599 | 1,784 | |||
| Operating cash flow | 3,302 | 3,744 | 4,232 | |||
| Less: capital charge | (1,584) | (1,772) | (1,878) | |||
| Cash flow value creation | $1,718 | $1,972 | $2,354 | |||
| Three year cash flow value creation measure | $6,044 | |||||
| THREE YEAR RETURN ON INVESTED CAPITAL MEASURE (IN MILLIONS EXCEPT WHERE NOTED AS A PERCENTAGE) | FY 2022 | FY 2023 | FY 2024 | |||
| Net Income per LTI definition | $1,543 | $1,751 | $1,997 | |||
| Add: after tax interest expense per LTI definition | 318 | 394 | 451 | |||
| Adjusted net income | 1,861 | 2,145 | 2,448 | |||
| Average net assets per LTI definition | $19,806 | $22,153 | $23,473 | |||
| Return on Invested Capital | 9.4% | 9.7% | 10.4% | |||
| Sum of three year adjusted net income | $6,454 | |||||
| Sum of three year average net assets | $65,432 | |||||
| Three year return on invested capital | 9.9% | |||||
| * | ROIC and CFVC are adjusted to exclude gains or losses (or related impairments) from divestitures, impairments of goodwill and other costs and impairments resulting from exiting a business, losses recorded on the extinguishment of debt instruments, gains or losses associated with withdrawal from or termination of one or more benefit plans, certain acquisition and integration costs, certain tax benefits, material changes caused by new accounting rules or new interpretations of previous accounting rules and other similar events or circumstances. |
|---|
| Republic Services, Inc. 2025 Proxy Statement | | | 103 |
REPUBLIC SERVICES, INC. ATTN: INVESTOR RELATIONS 18500 NORTH ALLIED WAY PHOENIX, AZ 85054 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. Eastern Time on May 18, 2025 for shares held directly and by 11:59 P.M. Eastern Time on May 14, 2025 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/RSG2025 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. Eastern Time on May 18, 2025 for shares held directly and by 11:59 P.M. Eastern Time on May 14, 2025 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V67292-P25471 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY REPUBLIC SERVICES, INC. The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees: For Against Abstain 1a. Manny Kadre 1b. Michael A. Duffy 1c. Thomas W. Handley 1d. Jennifer M. Kirk 1e. Michael Larson 1f. Norman Thomas Linebarger 1g. Meg Reynolds 1h. James P. Snee 1i. Brian S. Tyler 1j. Jon Vander Ark 1k. Sandra M. Volpe 1l. Katharine B. Weymouth The Board of Directors recommends you vote FOR the following proposal: 2. Advisory vote to approve our named executive officer compensation. The Board of Directors recommends you vote FOR the following proposal: 3. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025. NOTE: In the discretion of the Proxies named herein, the Proxies are authorized to vote upon such other matters as may properly come before the meeting (or any adjournment or postponement thereof). Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. V67293-P25471 PROXY REPUBLIC SERVICES, INC. This proxy is solicited on behalf of the Board of Directors Jon Vander Ark and Catharine D. Ellingsen, or either of them, with the power of substitution, are hereby authorized to vote all shares of common stock which the undersigned would be entitled to vote if personally present at the virtual Annual Meeting of Shareholders of Republic Services, Inc. to be held at 10:30 a.m., Pacific Time, on May 19, 2025 via webcast at www.virtualshareholdermeeting.com/RSG2025 or any postponements or adjournments of the meeting, as indicated hereon. This proxy, when properly executed, will be voted in the manner directed by the undersigned shareholder. If no direction is given, this proxy will be voted FOR each of the nominees for director listed herein; FOR approval of the compensation of our named executive officers; and FOR ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025. As to any other matters, the Proxies shall vote in accordance with their discretion. The undersigned hereby acknowledges receipt of the Notice of the 2025 Annual Meeting of Shareholders, the Proxy Statement, and the Annual Report. PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY CARD USING THE ENCLOSED ENVELOPE. Continued on reverse side
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.