SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 11, 2010 (February 9, 2010)
Republic Services, Inc.
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation)
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1-14267
(Commission File Number)
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65-0716904
(IRS Employer Identification No.) |
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18500 North Allied Way
Phoenix, Arizona
(Address of principal executive offices)
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85054
(Zip Code) |
Registrant’s telephone number, including area code (480) 627-2700
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))
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| Item 5.02 |
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN
OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
On February 9, 2010, the Compensation Committee of our Board of Directors adopted the Republic
Services, Inc. Executive Separation Policy (the “Policy”). The Compensation Committee established
the Policy to carry out its intent to cover executives who may be hired or promoted in the future
under the Policy rather than entering into individualized employment agreements with those
executives. The Policy will be in effect for any Chief Executive Officer, President, Chief
Operating Officer, Chief Financial Officer, General Counsel, Executive Vice President, Senior Vice
President, Vice President or Area President (collectively, the “Covered Executives”) who does not
have an employment agreement with the Company. Michael Rissman is the only executive officer who
is currently covered under the Policy.
Under the Policy, Covered Executives (other than those who have employment agreements) will
receive severance benefits if their employment is terminated by us without cause (as defined in the
Policy). The severance benefits for those individuals who are “Named Executive Officers” for
purposes of our annual proxy statement include: (1) 24 months of continued base salary; (2)
pro-rated annual bonus based upon actual performance for the year of termination; (3) continued
vesting of stock options and other equity awards for one year; and (4) continued medical benefits
for up to 24 months.
The Policy also provides for enhanced severance benefits for a termination without cause or a
resignation for good reason (as defined in the Policy) within one year following a change in
control (as defined in the Policy). These enhanced benefits for Named Executive Officers include:
(1) lump sum severance (two times base salary and target bonus); (2) full and immediate vesting of
stock options and other equity awards; (3) stock options remain exercisable for up to one year
following termination of employment; (4) continued medical for up to two years; and (5) payment of
long-term incentives at targeted amounts.
Severance benefits under the Policy are payable only if the employee has signed the Company’s
Non-Competition, Non-Solicitation, Confidentiality and Arbitration Agreement and has executed a
separation agreement on the appropriate form provided by the Company which contains a full release
of all claims that the employee may have against the Company. The Company may modify or terminate
the Policy prior to a change in control for all employees who have not had a termination of
employment prior to the modification or termination as long as the modification applies to all
executives in the same position category.
In connection with his promotion to General Counsel, Mr. Rissman agreed to the cancellation of
his former employment agreement in return for his participation in the Policy. His severance
benefits under the Policy will be similar to those provided under his former employment agreement,
except that: (1) his severance amounts will be increased from a level of one time to two times his
base salary (or, in the case of his termination without cause or for good reason within one year
following a change in control, from a level of one time to two times his base salary plus target
bonus) which is the severance amount provided under the Policy to eligible Named Executive
Officers; and (2) continued medical benefits will be increased from one to two years.
A copy of the following documents pertaining to Mr. Rissman’s employment are attached as
Exhibits 10.1, 10.2, 10.3, and 10.4, respectively: (1) former employment agreement, (2) memorandum
acknowledging the termination of the former employment agreement, (3) memorandum offering Mr.
Rissman the promotion to General Counsel and, (4) Mr. Rissman’s new Non-Solicitation,
Confidentiality and Arbitration Agreement.