8-KLeadership ChangesOther EventsExhibits & Filings

REPUBLIC SERVICES, INC. 8-K Report, Executive Changes (Jul 31, 2017)

Filed July 31, 2017For Securities:RSG

Summary

Republic Services, Inc. (RSG) announced a significant change to its Board of Directors with the appointment of Kim S. Pegula, effective July 25, 2017. Ms. Pegula, who brings executive experience, will also serve on the Board's Sustainability and Corporate Responsibility Committee. Her appointment is notable due to existing business relationships between Republic subsidiaries and organizations co-owned by Ms. Pegula and her husband, as well as waste and recycling services provided to facilities with ownership interests by Ms. Pegula or her immediate family. Investors should be aware of the financial details surrounding these related party transactions. Republic paid approximately $190,000 in 2016 and expects to pay $257,500 in 2017 for sponsorship agreements. Additionally, the company generated approximately $341,250 in revenue in 2016 from providing services to facilities linked to Ms. Pegula's family. Ms. Pegula's compensation as a director will align with the company's standard non-employee director arrangements, including equity and cash compensation.

Key Highlights

  • 1Kim S. Pegula was elected to Republic Services' Board of Directors on July 25, 2017.
  • 2Ms. Pegula will serve as a member of the Board's Sustainability and Corporate Responsibility Committee.
  • 3Republic subsidiaries have sponsorship agreements with organizations co-owned by Ms. Pegula and her husband, involving payments of $190,000 in 2016 and an expected $257,500 in 2017.
  • 4Republic provides waste and/or recycling services to nine facilities owned by Ms. Pegula or her immediate family, generating approximately $341,250 in revenue in 2016.
  • 5Ms. Pegula will receive compensation as a non-employee director, including $220,000 in restricted stock units (RSUs) and an $80,000 annual retainer, prorated for 2017.
  • 6Additional RSUs will be granted to Ms. Pegula, equivalent to the value of dividends she would receive on her holdings.
  • 7The company issued a press release on July 31, 2017, to announce Ms. Pegula's election.

Frequently Asked Questions

Kim S. Pegula's husband and she co-own organizations with which Republic subsidiaries have sponsorship agreements. Additionally, Republic provides waste and/or recycling collection services to nine facilities where Ms. Pegula or her immediate family hold ownership interests.

For 2016, Republic paid approximately $190,000 under sponsorship agreements and generated about $341,250 from providing services to facilities owned by Ms. Pegula's family. For 2017, the expected payment for sponsorship agreements is approximately $257,500.

Ms. Pegula will receive compensation consistent with Republic's standard arrangements for non-employee directors. This includes an annual grant of restricted stock units (RSUs) valued at $220,000 and an annual retainer of $80,000. Both will be prorated for 2017. She will also receive additional RSUs based on dividends paid on her holdings.

Investors may want to review these transactions for potential conflicts of interest and ensure they are conducted at arm's length and are fair to the company. The filing discloses the amounts involved and the nature of the relationships, allowing investors to make their own assessment of the impact.