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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): December 12, 2008 (December 8, 2008)
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 N. Allied Way |
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| Phoenix, Arizona
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85054 |
| (Address of principal executive offices)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)) |
TABLE OF CONTENTS
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 8, 2008, the Board of Directors of Republic Services, Inc. (“Republic”)
adopted resolutions further amending and restating the Amended and Restated Bylaws
(“Bylaws”) that were adopted in connection with the merger of Republic and Allied Waste
Industries (as reported by Republic in its Form 8-K dated December 5, 2008). The
principal purposes of the amendment and restatement were to (i) adopt a customary majority
voting standard for the election of directors, with plurality voting in contested director
elections, and (ii) modernize Republic’s Bylaws. The effective date of the Bylaws is
December 8, 2008. The following is a summary of the substantive amendments to the Bylaws.
Other amendments were made to clarify existing language but did not change the meaning.
The summary does not purport to be complete as to all of the changes or, with respect to
any given change, as to all aspects of such change. The summary is qualified in its
entirety by reference to the Amended and Restated Bylaws of Republic Services, Inc., filed
as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
1. Sections 2.1 and 2.3 were amended to remove the requirement of a physical location
for meetings of stockholders.
2. Section 2.3 was further amended to permit notice of a meeting of stockholders by
electronic transmission in accordance with Section 232 of the General Corporation Law of
the State of Delaware. The amended Section 2.3 also provides that notice delivered to a
certain address shall constitute notice for all stockholders of record who share such
address if notice is given in accordance with the “householding” rules set forth in Rule
14a-3(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and
Section 233 of the General Corporation Law of the State of Delaware. Further, the amended
Section 2.3 provides that when a meeting is adjourned to another time or place, notice
need not be given of the adjourned meeting if the time and place are announced at the
meeting at which adjournment is taken, unless the adjournment is for more than thirty days
or a new record date is fixed for the adjourned meeting.
3. Section 2.5 was amended to provide that, in the absence of the Chairman of the
Board, the President shall preside at and act as chairman at stockholders’ meetings (or,
if neither person is available, then a person designated by the Board of Directors shall
preside at the meeting and act as chairman). Section 2.5 was further amended to provide
that the Secretary, or in his or her absence, a person designated by the chairman of the
meeting, shall act as secretary of the meeting and keep a record of the proceedings
thereof.
4. Section 2.6 was amended to provide that the list of stockholders entitled to vote
at any meeting of stockholders shall be open to examination by a stockholder (for any
purpose germane to the meeting and for at least ten (10) days prior to the meeting) (i) on
a reasonably accessible electronic network provided that the information required to gain
access to such network is provided with notice of the meeting or (ii) during ordinary
business hours at the principal place of business of Republic. Such list shall be
available for inspection during the stockholders’ meeting by any stockholder who is
present. Prior to the amendment and restatement, the list of stockholders was kept at the
place where the meeting was to be held. Section 2.6 was also amended to clarify that the
stock ledger is the only evidence as to who are the stockholders entitled to examine the
list of stockholders or to vote in person or by proxy at any stockholders’ meeting.
5. Section 2.7 was amended to provide that the record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of Directors and
which record date (i) in the case of determination of stockholders entitled vote at any
meeting of stockholders or adjournment thereof, shall, unless otherwise required by law,
not be less than ten days nor more than sixty days before the date of such meeting and
(ii) in the case of any other action (other than a record date for determining
stockholders entitled to express consent to corporate action without a meeting), shall be
not more than sixty days prior to any other action. Prior to the amendment and
restatement, the record date had to be not less than ten days nor more than sixty days
before the date of a stockholders’ meeting nor more than sixty days prior to any other
action.
6. Section 2.8 was amended to modify the procedure by which directors are elected.
Directors are elected by a majority vote (where the number of votes cast “for” a
director’s election exceeds the number of votes “against” that director’s election),
subject to when there is a contested election of directors which requires a plurality vote
for the election of directors. Prior to the amendment and restatement, all matters were
decided by a majority vote of the voting power of shares present in person or by proxy at
the meeting and entitled to vote thereon. The Bylaws now provide that an incumbent
director may become a nominee for further service on the
Board of Directors if the
incumbent director submits an irrevocable resignation that is contingent on not receiving
a majority vote in an uncontested election and the Board of Directors’ acceptance of such
resignation. If the
incumbent director does not receive a majority vote in an uncontested election, the
Nominating and Corporate Governance Committee, or such other committee designated by the
Board of Directors, will recommend to the Board of Directors whether to accept or reject
the resignation or whether other action should be taken. The Board of Directors will
decide, and make a public disclosure of its decision, providing the rationale behind its
decision within 90 days if the resignation is rejected. If the Board of Directors accepts
a director’s resignation pursuant to Section 2.8, or if a nominee for director is not
elected and the nominee is not an incumbent director, the Board of Directors may fill the
vacancy pursuant to Article III, Section 3.13 or, if applicable, Article IX of the Bylaws.
7. Section 2.10 was amended to give the chairman of any meeting of stockholders the
right and authority to convene and (for any or no reason) to adjourn the meeting.
8. Section 2.12 was amended to add to the requirements for a valid notice of
stockholder business to be considered at an annual meeting of stockholders by providing
that notice of any proposed business (other than a nomination of director(s)) must set
forth the text of the proposal or business (including the text of any resolutions proposed
for consideration and in the event that such business includes a proposal to amend the
Bylaws of Republic, the language of the proposed amendment). Section 2.12 was further
amended to provide that the notice requirements shall be deemed satisfied by a stockholder
with respect to business other than a nomination if the stockholder has notified Republic
of his, her or its intention to present a proposal at an annual meeting in compliance with
applicable rules and regulations promulgated under the Exchange Act and such stockholders’
proposal has been included in a proxy statement that has been prepared by Republic to
solicit proxies for such annual meeting. Section 2.12 was further amended to provide
that, in the event that the number of directors to be elected is increased effective at
the annual meeting (prior to the amendment, no such effective time was specified) and
there is no public announcement by Republic naming all of the nominees for director or
specifying the size of the increased Board of Directors at least 100 days prior to the
first anniversary of the preceding year’s annual meeting, a stockholder’s notice shall be
considered timely, but only with respect to nominees for any new positions created by such
increase, if it is delivered to the Secretary at the principal executive offices of
Republic not later than the close of business on the tenth day following the day on which
such public announcement is first made by Republic. Further, the amended Section 2.12
provides that, unless otherwise required by law, if the stockholder (or a qualified
representative thereof) does not appear at the annual or special meeting of stockholders
to present a nomination or proposed business, such nomination shall be disregarded and
such proposed business shall not be transacted, notwithstanding that proxies in respect of
such vote may have been received by Republic. The amended Section 2.12 also specifies
that for a person to be considered a qualified representative of the stockholder, a person
must be a duly authorized officer, manager or partner of such stockholder or must be
authorized by a writing executed by such stockholder or an electronic transmission
delivered by such stockholder to act for such stockholder as proxy at the meeting of
stockholders and such person must produce such writing or electronic transmission, or a
copy thereof, at the meeting of the stockholders. Finally, Section 2.12 was amended to
clarify that references in the Bylaws to the Exchange Act are not intended to limit the
requirements applicable to stockholder nominations or proposals of other business to be
considered pursuant to certain paragraphs of Section 2.12 other than as specifically
provided for in Section 2.12, matters brought properly under and in compliance with Rule
14a-8 of the Exchange Act.
9. Section 3.1 was amended to remove the ability of the stockholders to fix the
number of directors that shall constitute the whole Board. As amended, Section 3.1
provides that the number of directors may be fixed only by resolution of the Board of
Directors.
10. Section 3.5 was amended to allow directors to waive notice of a meeting of the
Board of Directors electronically.
11. Section 3.6 was amended to allow directors to provide their consent
electronically to take action without a meeting.
12. Section 3.9 was amended to allow meetings of the Board of Directors or of any
committee thereof to be held through other communication devices (in addition to the
telephone) so long as all persons participating in the meeting can hear each other.
13. Section 3.11 was amended to allow directors, committee members and officers of
Republic to give notice of his or her resignation electronically.
14. Section 3.12 was amended to provide that no director may be removed with or
without cause before the expiration of his or her term of office except by vote of the
stockholders at a meeting called for such purpose. Prior to the amendment, Section 3.12
provided that no director may be removed without cause before the expiration of his or her
term except by vote of the stockholders at a meeting called for such purpose.
15. Section 5.5 was amended to provide that the removal of an officer, with or without
cause, by the Board of Directors must be without prejudice to the contractual rights of
such officer, if any, with Republic.
Item 9.01. Financial Statements and Exhibits.
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Description |
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3.1
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Amended and Restated Bylaws of Republic Services, Inc.,
as of December 8, 2008. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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| Date: December 12, 2008 |
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REPUBLIC SERVICES, INC. |
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By:
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/s/ Tod C. Holmes |
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Tod C. Holmes |
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Executive Vice President and |
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Chief Financial Officer (Principal Financial Officer) |
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By:
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/s/ Charles F. Serianni |
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Charles F. Serianni |
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Senior Vice President and |
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Chief Accounting Officer (Principal Accounting Officer) |
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