8-KMaterial AgreementsExhibits & Filings

REPUBLIC SERVICES, INC. 8-K Report, Material Agreement (Jan 31, 2005)

Filed January 31, 2005For Securities:RSG

Summary

Republic Services, Inc. (RSG) announced on January 31, 2005, the establishment of a new Deferred Compensation Savings Program (DCSP) for its executive officers, effective January 27, 2005. This program is an amendment to the existing Deferred Compensation Plan and is being implemented in response to new requirements from Section 409A of the Internal Revenue Code. The DCSP allows the company, at the Compensation Committee's discretion, to make contributions to executive accounts, separate from their existing plan accounts. Key terms of the DCSP include distribution eligibility at age 65, or at age 55 with at least six years of service. For executives already aged 55 or older with six years of service, contributions vest one-third annually, with full vesting after three years. The company notes that the new plan document is contingent on further IRS guidance expected in 2005, with awards made after December 31, 2004, being accounted for under the new plan based on initial IRS guidance. This filing primarily concerns executive compensation structure adjustments.

Key Highlights

  • 1Republic Services established a new Deferred Compensation Savings Program (DCSP) for its executive officers.
  • 2The DCSP is designed to comply with new Section 409A of the Internal Revenue Code requirements.
  • 3Contributions to the DCSP are at the Compensation Committee's discretion, made no more than once per year.
  • 4Executives can receive distributions at age 65, or at age 55 with at least six years of service.
  • 5Vesting for existing senior executives (age 55+ with 6+ years of service) occurs over three years from the contribution date.
  • 6The company is awaiting further IRS guidance to finalize the new plan document.
  • 7Awards made after December 31, 2004, are being treated under the new plan framework per initial IRS guidance.

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