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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

RSG$246.85-1.0%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Annex – CD&A Appendix

Reconciliation of GAAP to Non-GAAP Financial Measures

ADJUSTED DILUTED EARNINGS PER SHAREFY 2022FY 2023FY 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 charges0.060.080.07
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 costs0.190.08—
Diluted earnings per share—as adjusted$4.93$5.61$6.46
ADJUSTED FREE CASH FLOW (IN MILLIONS)FY 2022FY 2023FY 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 equipment332947
Divestiture related tax (payments) benefits21—
Cash tax benefit for debt extinguishment and other related costs——(1)
Adjustment to withdrawal liability for a multiemployer pension fund, net of tax2——
Restructuring payments, net of tax152919
US Ecology acquisition integration and deal costs, net of tax5325—
Free cash flow—as adjusted$1,742$1,985$2,183
ADJUSTED EBITDA (IN MILLIONS)FY 2022FY 2023FY 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 taxes344460388
Other (income) expense, net2(7)(23)
Interest income(3)(6)(9)
Interest expense395508539
Depreciation, amortization and depletion1,3521,5011,677
Accretion8998107
Loss from unconsolidated equity method investment16694255
Loss on extinguishment of debt and other related costs——2
Restructuring charges273329
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 costs7734—
Adjusted EBITDA$3,929$4,447$4,979
Republic Services, Inc. 2025 Proxy Statement|101
PROXY SUMMARYBOARD AND GOVERNANCEEXECUTIVE COMPENSATIONPROPOSALSMEETING INFORMATIONANNEX

Calculation of Actual Results for Annual Incentive Performance Measures and GAAP Reconciliation

EARNINGS PER SHARE MEASUREFY 2022FY 2023FY 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 charges0.060.080.07
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 costs0.190.08—
Benefit from RNG tax credit——(0.05)
Earnings per share measure$4.93$5.61$6.41
FREE CASH FLOW MEASURE (IN MILLIONS)FY 2022FY 2023FY 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 equipment332947
Divestiture related tax (payments) benefits21—
Cash tax benefit for debt extinguishment and other related costs——(1)
Adjustment to withdrawal liability for a multiemployer pension fund, net of tax2——
Restructuring payments, net of tax152919
US Ecology acquisition integration and deal costs, net of tax5325—
Free cash flow measure$1,742$1,985$2,183
102|Republic Services, Inc. 2025 Proxy Statement
PROXY SUMMARYBOARD AND GOVERNANCEEXECUTIVE COMPENSATIONPROPOSALSMEETING INFORMATIONANNEX

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 definition318394451
Add: DD&A and accretion1,4411,5991,784
Operating cash flow3,3023,7444,232
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 2022FY 2023FY 2024
Net Income per LTI definition$1,543$1,751$1,997
Add: after tax interest expense per LTI definition318394451
Adjusted net income1,8612,1452,448
Average net assets per LTI definition$19,806$22,153$23,473
Return on Invested Capital9.4%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 capital9.9%
*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

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