Summary
Republic Services, Inc. (RSG) filed an 8-K on December 11, 2008, reporting amendments to its Amended and Restated Bylaws, effective December 8, 2008. These amendments were adopted by the Board of Directors following the recent merger with Allied Waste Industries. The primary objectives were to implement a majority voting standard for director elections (with plurality in contested elections) and to modernize the bylaws. These changes aim to enhance corporate governance and streamline various procedural aspects of stockholder and board meetings.
Key Highlights
- 1Adoption of a majority voting standard for director elections in uncontested situations, requiring more 'for' votes than 'against'.
- 2Plurality voting standard will apply in contested director elections.
- 3Bylaws updated to permit electronic notice of stockholder meetings and allow for 'householding' of notices.
- 4Director resignation policy introduced: incumbent directors must submit irrevocable resignations contingent on not receiving a majority vote in uncontested elections.
- 5Stockholder meeting procedures updated, including rules for examining the stockholder list and notice requirements for proposed business.
- 6Number of directors to be fixed by the Board of Directors, removing stockholder ability to set this number.
- 7Provisions for electronic waiver of notice and consent for board actions, and electronic notice of resignation for directors and officers.
Frequently Asked Questions
The most significant change is the adoption of a majority voting standard for director elections. In uncontested elections, directors must receive more votes 'for' their election than 'against' it. This contrasts with the previous plurality standard, which meant a director could be elected with fewer 'for' votes than other candidates if they received the most votes. A plurality standard will still apply if an election is contested.
The amendments allow for electronic notice of stockholder meetings and permit 'householding' of notices, which means a single notice can be sent to multiple stockholders at the same address if they consent. Additionally, the rules for inspecting the list of stockholders have been updated, and clearer guidelines are provided for submitting business proposals for consideration at annual meetings.
The bylaws now require incumbent directors to submit an irrevocable resignation that becomes effective only if they fail to receive a majority vote in an uncontested election. If a director does not receive the required majority vote, the Nominating and Corporate Governance Committee will review the resignation, and the Board of Directors will decide whether to accept it, with the decision and its rationale to be publicly disclosed within 90 days if the resignation is rejected.
Following these amendments, the ability for stockholders to fix the number of directors has been removed. The number of directors that will constitute the whole Board can now only be fixed by a resolution of the Board of Directors itself.