8-KLeadership ChangesExhibits & Filings

REPUBLIC SERVICES, INC. 8-K Report, Executive Changes (Jun 25, 2012)

Filed June 25, 2012For Securities:RSG

Summary

Republic Services, Inc. (RSG) has filed an 8-K report detailing the retirement agreement with its Executive Vice President and Chief Financial Officer, Tod C. Holmes. Mr. Holmes, who previously announced his intent to retire on May 1, 2013, has entered into a formal retirement agreement that clarifies his transition and post-retirement obligations and compensation. The agreement outlines Mr. Holmes's commitment to assist in the selection of his successor and provide transition support, including consulting services through December 31, 2013, if requested. Importantly, the terms of his retirement compensation and benefits will remain consistent with his original employment agreement, regardless of whether his retirement occurs on May 1, 2013, or is accelerated by the Board of Directors. This filing provides clarity on executive transition and associated financial arrangements.

Key Highlights

  • 1Tod C. Holmes, EVP and CFO, has formalized his retirement, with an effective date of May 1, 2013.
  • 2Mr. Holmes will assist in the CFO succession planning and provide transition support.
  • 3He has agreed to provide consulting services through December 31, 2013, if requested.
  • 4His retirement compensation and benefits are protected, aligning with his existing employment agreement terms.
  • 5The retirement date can be accelerated by the Board of Directors, with no change to his compensation and benefits.
  • 6Mr. Holmes will receive an Accelerated Restricted Stock Award valued at $583,333, vesting over four years.

Frequently Asked Questions

The primary purpose of this 8-K filing is to formally announce and detail the retirement agreement between Republic Services, Inc. and its Executive Vice President and Chief Financial Officer, Tod C. Holmes. It clarifies the terms of his transition, including his assistance in succession planning and consulting services, as well as his compensation and benefits upon retirement.

While Mr. Holmes's retirement is effective May 1, 2013, he has agreed to provide consulting services to the Company or his successor through December 31, 2013, if requested. He will also actively participate in selecting his successor and ensuring a smooth transition.

No, the agreement ensures that Mr. Holmes will receive effectively the same compensation and benefits as he would have under his original employment agreement, whether he retires on May 1, 2013, or retires earlier at the Board's request. Additionally, he will receive an Accelerated Restricted Stock Award valued at $583,333.

The Accelerated Restricted Stock Award, valued at $583,333, is in lieu of a discretionary annual equity grant for 2013. It vests ratably over four years, or fully upon death, disability, or retirement (including an early retirement at the Board's request), subject to certain conditions regarding his continued employment before February 8, 2013.