What is the main purpose of the Proxy Access Bylaw?

The Proxy Access Bylaw allows eligible shareholders, who meet specific ownership and holding period requirements (at least 3% of shares for at least three years), to nominate their own candidates for the Board of Directors and have those nominees included in Republic Services' official proxy materials for annual meetings. This provides shareholders with a more direct mechanism to influence board composition.

What are the requirements for a shareholder to use Proxy Access?

To use Proxy Access, a shareholder or a group of up to 20 shareholders must have continuously owned at least 3% of the company's outstanding common stock for the preceding three years. They must also adhere to strict nomination procedures, including providing specific documentation, meeting deadlines, and agreeing to certain representations and indemnifications, while ensuring their nominees meet eligibility and independence criteria.

What is the significance of the Exclusive Forum Bylaw?

The Exclusive Forum Bylaw mandates that certain legal actions, such as derivative lawsuits, claims of breach of fiduciary duty, and other internal corporate disputes, must be filed exclusively in the Court of Chancery of the State of Delaware (or a designated federal court if Delaware lacks jurisdiction). This is intended to centralize and streamline litigation related to corporate governance and internal affairs, potentially leading to more consistent rulings and reduced legal costs.

Does the Exclusive Forum Bylaw affect all lawsuits against Republic Services?

No, the Exclusive Forum Bylaw specifically applies to certain types of legal actions, primarily those related to the internal affairs of the company, such as derivative actions, breaches of fiduciary duty by directors or officers, and claims arising under Delaware corporate law. It does not apply to all possible lawsuits that could be brought against the company.

RSG 8-K: Corporate Changes

Summary

Republic Services, Inc. (RSG) filed an 8-K on May 8, 2016, reporting on significant amendments to its bylaws approved by shareholders at the Annual Meeting on May 6, 2016. The key changes include the adoption of a "Proxy Access Bylaw" and an "Exclusive Forum Bylaw." The Proxy Access Bylaw allows eligible shareholders who meet specific ownership thresholds (3% for three years) to nominate director candidates and include them in the company's proxy materials, with a limit of 25% of the board seats. The Exclusive Forum Bylaw designates the Court of Chancery of the State of Delaware as the primary venue for specific legal actions related to the company, its directors, officers, and shareholders. This aims to streamline litigation and ensure consistency in legal proceedings concerning internal corporate matters. These bylaw changes are important for understanding shareholder rights and the governance structure of Republic Services.

Key Highlights

1Shareholders approved amendments to Republic Services' bylaws at the May 6, 2016 Annual Meeting.
2A new "Proxy Access Bylaw" allows eligible shareholders (3% ownership for 3+ years) to nominate directors for inclusion in company proxy materials.
3The Proxy Access Bylaw permits shareholder nominees to constitute up to 25% of the Board of Directors.
4Detailed eligibility criteria and procedures for shareholder director nominations are outlined, including ownership verification and disclosure requirements.
5An "Exclusive Forum Bylaw" designates the Delaware Court of Chancery as the sole venue for specific corporate legal actions.
6This Exclusive Forum Bylaw applies to derivative actions, breaches of fiduciary duty, and other internal corporate claims governed by Delaware law.
7The company's Amended and Restated Bylaws, including these new provisions, are filed as Exhibit 3.3.

REPUBLIC SERVICES, INC. 8-K Report, Bylaw Amendment (May 9, 2016)

Summary

Key Highlights

Frequently Asked Questions