What is the significance of Michael Larson's appointment to the Board of Directors?

Michael Larson's appointment is significant because he represents major shareholders, Cascade Investment, L.L.C. and the Bill & Melinda Gates Foundation Trust, which together own approximately 15% of Republic Services' stock. His extensive investment and governance experience, coupled with this shareholder representation, suggests a strong alignment with key investors and enhanced board oversight.

What changes were made to Republic Services' Bylaws?

Republic Services amended and restated its Bylaws to repeal Article IX, which had established a complex governance structure designed for the period following the merger with Allied Waste Industries. The new Bylaws simplify governance by allowing the Board to determine the number of directors (up to 12, with a majority independent), requiring the entire Board to stand for annual election by shareholders, and permitting vacancies to be filled by the Board or shareholders.

How will Michael Larson be compensated as a director?

As a non-employee director, Michael Larson is eligible for compensation in accordance with the company's standard arrangements. This includes annual restricted stock units, a one-time grant of restricted stock units that vest over three years, an annual retainer of $80,000, and a fee of $1,500 for each Board or committee meeting attended. He will also receive additional restricted stock units equivalent to dividends paid on his held restricted stock units.

What does the repeal of Article IX of the Bylaws signify for the company?

The repeal of Article IX signifies a move away from the specific, post-merger governance structure that was in place. It indicates that Republic Services is transitioning to a more standard corporate governance framework, with the Board having more flexibility in director composition and election processes, and a clearer responsibility for nominations and filling vacancies.

RSG 8-K: Leadership Changes & Corporate Changes

Summary

Republic Services, Inc. (RSG) filed an 8-K on October 30, 2009, reporting two key events. Firstly, Michael Larson was appointed to the Board of Directors and its Compensation and Nominating & Corporate Governance Committees. Mr. Larson represents significant investment from Cascade Investment, L.L.C. and the Bill & Melinda Gates Foundation Trust, which collectively hold approximately 15% of RSG's common stock. His appointment suggests a continued alignment with major shareholders and brings extensive investment and corporate governance experience to the board. Secondly, the company amended and restated its Bylaws, effectively repealing Article IX. This article had established a special governance structure following the merger with Allied Waste Industries, Inc., including separate "Continuing Republic" and "Continuing Allied" committees and a fixed board composition. The Amended and Restated Bylaws simplify this structure, allowing the Board to set the number of directors (up to 12, majority independent), with the entire Board standing for annual election by shareholders, and vacancies filled by the Board or shareholders. This move signifies a transition towards more standardized corporate governance practices post-merger.

Key Highlights

1Appointment of Michael Larson to the Board of Directors, effective October 28, 2009.
2Michael Larson also appointed to the Compensation and Nominating & Corporate Governance Committees.
3Mr. Larson's appointment is significant due to his role at Cascade Investment, L.L.C., representing major shareholders (Bill & Melinda Gates Foundation Trust and Cascade Investment, L.L.C.) holding ~15% of RSG stock.
4Republic Services amended and restated its Bylaws, repealing a special post-merger governance structure (Article IX).
5The repeal of Article IX removes the requirement for "Continuing Republic" and "Continuing Allied" committees and their specific directorial appointment authorities.
6The new Bylaws establish a more conventional governance structure: Board sets director numbers (max 12, majority independent), entire Board elected annually, vacancies filled by Board or shareholders.
7Compensation for Mr. Larson as a non-employee director includes restricted stock units, an annual retainer, and per-meeting fees.

REPUBLIC SERVICES, INC. 8-K Report, Executive Changes (Oct 30, 2009)

Summary

Key Highlights

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