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Republic Services (NYSE: RSG) shareholders approve board, pay plan and 2026 auditor

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Republic Services, Inc. reported the results of its 2026 Annual Meeting of Shareholders held on May 7, 2026. All director nominees were elected for one-year terms, each receiving over 261 million votes for, with additional broker non-votes recorded.

Shareholders approved, on an advisory basis, the compensation of the company’s named executive officers with 266,655,515 votes for and 9,087,762 against, and ratified Ernst & Young LLP as independent registered public accounting firm for 2026 with 277,390,342 votes for. The company also discussed an Arizona statute limiting voting rights above a 20% ownership threshold and noted that Cascade Investment, L.L.C. held approximately 35.5% of the common stock as of the record date.

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Executive pay approval votes for 266,655,515 votes Advisory vote on named executive officer compensation
Executive pay votes against 9,087,762 votes Advisory vote on named executive officer compensation
Auditor ratification votes for 277,390,342 votes Ratification of Ernst & Young LLP for 2026
Auditor ratification votes against 10,890,865 votes Ratification of Ernst & Young LLP for 2026
Cascade ownership stake 35.5% of common stock As of the record date for the 2026 Annual Meeting
Hypothetical shares excluded approximately 48 million shares Hypothetical reduction if Arizona 20% statute applied
Broker non-votes on executive pay 12,128,732 votes Advisory vote on executive compensation
Votes for director Jon Vander Ark 275,887,447 votes Election to Board of Directors for one-year term
broker non-votes financial
"Broker non-votes | 12,128,732"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Annual Meeting of Shareholders financial
"held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”)."
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
emerging growth company regulatory
"Emerging growth company | o |"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
record date financial
"Cascade (which held approximately 35.5% of our common stock as of the record date for the Annual Meeting)"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
Understanding 8-K Material Events →
0001060391false00010603912026-05-072026-05-07

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 7, 2026
Republic Services, Inc.
(Exact name of registrant as specified in its charter)
     
Delaware 1-14267 65-0716904
(State or other jurisdiction of
incorporation)		 (Commission File Number) (IRS Employer Identification No.)
   
5353 East City North Drive  
Phoenix, Arizona 85054
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (480) 627-2700
Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol
Name of exchange on which registered
Common Stock, par value $0.01 per share
RSG
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o





Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 7, 2026, Republic Services, Inc. (“Republic” or the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). The shareholders voted on the matters set forth below:
1. The nominees for election to the Board of Directors were elected, each for a one-year term, based upon the following votes:
NomineeVotes ForVotes AgainstAbstentionsBroker Non-Votes
Manuel Kadre
273,749,542 2,385,807 76,771 12,128,732 
Ian Craig274,893,856 1,233,807 84,457 12,128,732 
Michael A. Duffy275,340,854 788,628 82,638 12,128,732 
Thomas W. Handley267,461,763 8,675,497 74,860 12,128,732 
Jennifer M. Kirk271,209,831 4,832,508 169,781 12,128,732 
Michael Larson262,059,568 14,076,821 75,731 12,128,732 
Norman Thomas Linebarger275,254,949 871,149 86,022 12,128,732 
Meg Reynolds275,284,541 851,164 76,415 12,128,732 
James P. Snee272,259,926 3,874,029 78,165 12,128,732 
Brian S. Tyler275,215,871 913,036 83,213 12,128,732 
Jon Vander Ark275,887,447 242,628 82,045 12,128,732 
Sandra M. Volpe271,037,600 5,100,476 74,044 12,128,732 
Katharine B. Weymouth261,047,838 15,085,952 78,330 12,128,732 
2. The proposal to approve the compensation of the Company’s named executive officers was approved based upon the following advisory, non-binding votes:
Votes for
266,655,515 
Votes against
9,087,762 
Abstentions
468,843 
Broker non-votes
12,128,732 
3. The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026 was approved based upon the following votes:
Votes for
277,390,342 
Votes against
10,890,865 
Abstentions
59,645 
According to an Arizona statute, if a person or group acquires 20% or more of the stock of a public corporation, the shares in excess of the 20% threshold may not be voted on matters other than the election of directors (subject to limited exceptions). This statute, on its face, applies to any public company that is headquartered in Arizona, has assets of at least $1 million in Arizona and has more than 500 Arizona employees. In a 2007 decision, a federal court in Arizona stated that the statute is unconstitutional and unenforceable in the case of an entity, like Republic, that is incorporated in Delaware. If the statute were deemed to be enforceable and applicable to us and to the shares of our common stock held by Cascade Investment, L.L.C. (“Cascade”) (which held approximately 35.5% of our common stock as of the record date for the Annual Meeting), approximately 48 million fewer shares would have been voted for each of proposals two and three, but the outcome of the decisions on those matters would not have been impacted. The Company does not currently take any position regarding the enforceability of the statute or its application to us or the common stock voted by Cascade.


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 REPUBLIC SERVICES, INC.
Date:May 11, 2026By:  /s/ Catharine D. Ellingsen
  Catharine D. Ellingsen
  Executive Vice President, Chief Legal Officer, Chief Ethics & Compliance Officer and Corporate Secretary


Source: View Original Filing on SEC EDGAR

FAQ

What did Republic Services (RSG) shareholders decide at the 2026 Annual Meeting?

Shareholders elected all director nominees for one-year terms, approved executive compensation on an advisory basis, and ratified Ernst & Young LLP as the independent registered public accounting firm for 2026, based on strong support levels across all three proposals.

How did Republic Services (RSG) shareholders vote on executive compensation in 2026?

The advisory vote to approve compensation of named executive officers passed with 266,655,515 votes for, 9,087,762 against, and 468,843 abstentions, plus 12,128,732 broker non-votes, indicating substantial shareholder support for the company’s executive pay programs.

What were the 2026 auditor ratification results for Republic Services (RSG)?

Shareholders ratified Ernst & Young LLP as independent registered public accounting firm for 2026 with 277,390,342 votes for, 10,890,865 against, and 59,645 abstentions, confirming continued shareholder backing for the company’s external auditor selection.

How did large shareholder Cascade Investment vote impact Republic Services (RSG) proposals?

Cascade Investment, L.L.C. held approximately 35.5% of Republic’s common stock as of the record date. The company notes that if an Arizona voting-limitation statute applied, about 48 million fewer shares would have been voted on proposals two and three, but the outcomes would have remained unchanged.

What is the Arizona 20% voting limitation statute mentioned by Republic Services (RSG)?

The Arizona statute restricts voting of shares above a 20% ownership stake on matters other than director elections for certain Arizona-headquartered public companies. A 2007 federal court decision found it unconstitutional and unenforceable for Delaware corporations like Republic Services, but the company states it takes no current position on enforceability.

Were any Republic Services (RSG) director nominees rejected at the 2026 Annual Meeting?

All listed director nominees, including Jon Vander Ark and Katharine B. Weymouth, were elected for one-year terms. Each nominee received more votes for than against, alongside broker non-votes, confirming shareholder approval of the full board slate.

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