REPUBLIC SERVICES, INC.
For the period ended May 7, 2026. Filed Mar 24, 2026.
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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 7, 2026 · Filed Mar 24, 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
☒
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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PARTNERING WITH CUSTOMERS TO CREATE A MORE SUSTAINABLE WORLD
Dear Shareholders,
Republic Services achieved another strong year in 2025 through disciplined execution of our strategy, the power of our differentiating capabilities and the steady dedication of our team. We had a positive impact on our customers and communities, strengthened our business, and generated long-term value for our shareholders. Our 2025 financial highlights include:
| - | 3.5% revenue growth versus 2024 |
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| - | $6.85 earnings per share, a 5.5% year-over-year increase, and $7.02 adjusted earnings per share(1), an 8.7% increase vs. 2024 |
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| - | $4.30 billion in cash flow from operations, a 9.2% year-over-year increase, and $2.43 billion in adjusted free cash flow(1), an 11.5% increase vs. 2024 |
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| - | $1.6 billion returned to shareholders through dividends and share repurchases |
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| - | $1.1 billion in strategic acquisitions |
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Positioned for Growth
Our integrated growth approach unites recycling and waste, environmental solutions, and sustainability innovation to provide comprehensive services and create growth opportunities across our business. Fused with our differentiating capabilities — Customer Zeal, Digital and Sustainability — we’re capturing new opportunities and sustaining high customer retention.
We made meaningful progress toward our 2030 Sustainability Goals and advanced our leadership in circularity and decarbonization:
| - | Bottle-to-bottle plastics circularity through our innovative polymer center network |
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| - | Sustainable packaging solutions through custom-blended recycled resin from the Blue Polymers joint venture with Ravago |
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| - | Gas-to-energy projects at landfills throughout North America |
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| - | Fleet electrification with the industry’s largest EV collection fleet |
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Values-Driven Team
Our values guide the daily actions of our 42,000 team members and the success of our company: Safe, Committed to Serve, Environmentally Responsible, Driven and Human-Centered. In 2025, employee engagement continued to exceed national benchmarks, and employee turnover reached a record low.
We’re delivering results the right way, helping customers achieve their sustainability commitments while creating sustainable value for our shareholders. Thank you for your trust in us. With our integrated growth approach, differentiating capabilities and high-performing team, we are well positioned for continued growth and long-term value creation. We are Sustainability in Action.
Join us for our virtual Annual Meeting of Shareholders at 10:30 a.m. Pacific Time on Thursday, May 7, 2026, via webcast at www.virtualshareholdermeeting.com/RSG2026.
| 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 105. |
| Republic Services, Inc. 2026 Proxy Statement | | | 3 |
Notice of the 2026 Annual Meeting of Shareholders
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 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, 2025 ARE AVAILABLE AT WWW.PROXYVOTE.COM.
DATE: Thursday, May 7, 2026
TIME:10:30 a.m., Pacific Time
PLACE: Via webcast atwww.virtualshareholdermeeting.com/RSG2026
ITEMS OF BUSINESS
| 1. | To elect the 13 director nominees listed in this proxy statement to serve until the 2027 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 2026; 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 9, 2026 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 March 24, 2026 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 9, 2026 may attend the Annual Meeting as well as vote and submit questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/RSG2026 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
March 24, 2026
| Republic Services, Inc. 2026 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.