8-KLeadership ChangesCorporate ChangesExhibits & Filings

REPUBLIC SERVICES, INC. 8-K Report, Executive Changes (Jun 28, 2010)

Filed June 28, 2010For Securities:RSG

Summary

This 8-K filing from Republic Services, Inc. (RSG) announces a significant leadership transition. Effective January 1, 2011, current CEO James E. O’Connor will retire from his CEO role but will remain on the Board of Directors as non-executive Chairman until May 2011. Donald W. Slager, currently President and Chief Operating Officer, has been appointed as the successor CEO and will also continue as President. The company's Board size has been expanded to accommodate Mr. Slager's appointment as a director. In connection with these changes, the company has entered into a Retirement Agreement with Mr. O’Connor, outlining his compensation and benefits through his retirement and recognizing his long service. The filing also details Mr. Slager's new employment agreement, which includes an increase in base salary and bonus potential upon becoming CEO, along with a significant restricted stock grant. Additionally, Kevin C. Walbridge has been appointed Executive Vice President of Operations, effective October 1, 2010, with corresponding adjustments to his compensation. These executive changes and associated agreements are key points for investors to note regarding the company's future leadership and executive compensation.

Key Highlights

  • 1CEO Transition: James E. O’Connor to retire as CEO effective January 1, 2011, remaining as non-executive Chairman of the Board.
  • 2Succession Planning: Donald W. Slager, current President and COO, appointed as the successor CEO and will continue as President.
  • 3Board Expansion: Board size increased from twelve to thirteen members to accommodate Mr. Slager's appointment as a director.
  • 4O'Connor Retirement Agreement: Details compensation and benefits for Mr. O'Connor, including an additional $1.8 million payment and extended health benefits.
  • 5Slager Employment Agreement: Outlines increased base salary to $1,000,000 and target bonus to 125% upon becoming CEO, along with a $2,000,000 restricted stock grant.
  • 6Walbridge Appointment: Kevin C. Walbridge appointed Executive Vice President - Operations, effective October 1, 2010, with a salary increase and future equity award.
  • 7Bylaw Amendment: Amended and restated bylaws to increase the maximum Board size to thirteen members.

Frequently Asked Questions

The transition is scheduled to occur on January 1, 2011, at which time Donald W. Slager will assume the role of Chief Executive Officer and President, and James E. O’Connor will retire from the CEO position.

Republic Services will recognize approximately $6.1 million in additional expense during the remainder of 2010. This includes costs related to accelerated equity vesting, acceleration of a long-term incentive award, and an additional retirement payment of $1.8 million to Mr. O’Connor.

Effective January 1, 2011, Mr. Slager's annual base salary will increase from $875,000 to $1,000,000, and his target annual bonus percentage will rise from 120% to 125%. He also received a $2,000,000 restricted stock grant on June 25, 2010.

Mr. O’Connor will retire as CEO on January 1, 2011, but will remain a director and will serve as non-executive Chairman of the Board of Directors until the annual meeting of stockholders in May 2011.