UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.  )

 

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Filed by a Party other than the Registrant o

 

Check the appropriate box:

 

o  Preliminary Proxy Statement

 

 

þ  Definitive Proxy Statement

 

o  Definitive Additional Materials

 

o  Soliciting Material Pursuant to §240.14a-12

 

REPUBLIC SERVICES, INC.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

April 1, 2011

 

Dear Stockholder:

 

We invite you to attend the 2011 Annual Meeting of Stockholders of Republic Services, Inc., which we will hold at 10:30 a.m., local time, on Thursday, May 12, 2011 at the Scottsdale Marriott at McDowell Mountains, 16770 North Perimeter Drive, Scottsdale, Arizona 85260.

 

We are pleased to take advantage of Securities and Exchange Commission rules that allow us to furnish these proxy materials and our annual report to stockholders on the Internet. We believe that posting these materials on the Internet enables us to provide you with the information you need more quickly, while lowering our costs of printing and delivery and reducing the environmental impact of our Annual Meeting. On or about April 1, 2011, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials and annual report and vote electronically via the Internet. The Notice of Internet Availability of Proxy Materials also contains instructions on how to receive a paper copy of these materials. We will not mail the Notice of Internet Availability of Proxy Materials to stockholders who previously elected to receive a paper copy of the materials.

 

Whether or not you plan to attend in person, it is important that you have your shares represented at the Annual Meeting. We urge you to vote and to submit your proxy as promptly as possible. If you are a registered stockholder and attend the meeting, you may revoke your proxy and vote your shares in person. If you hold your shares through a bank or broker and you want to vote your shares in person at the meeting, please contact your bank or broker to obtain a legal proxy. Thank you.

 

Sincerely,

 

 

TABLE OF CONTENTS

 

 

 

REPUBLIC SERVICES, INC.
18500 NORTH ALLIED WAY
PHOENIX, ARIZONA 85054

 

NOTICE OF THE 2011 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 12, 2011

 

To the Stockholders of Republic Services, Inc.:

 

The Annual Meeting of stockholders (the “Annual Meeting”) of Republic Services, Inc., a Delaware corporation (“Republic,” “the company,” “we,” “us” or “our”), will be held at the Scottsdale Marriott at McDowell Mountains, 16770 North Perimeter Drive, Scottsdale, Arizona 85260, on May 12, 2011 at 10:30 a.m., local time, for the following purposes:

 

 

Only stockholders of record at the close of business on March 15, 2011 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting or any adjournment of it. A list of such stockholders will be available commencing April 5, 2011, and may be examined prior to the Annual Meeting at our corporate headquarters during normal business hours.

 

We are pleased to take advantage of Securities and Exchange Commission rules that allow us to furnish these proxy materials and our annual report on the Internet. Stockholders of record have been mailed a Notice of Internet Availability of Proxy Materials, which provides stockholders with instructions on how to access the proxy materials and our annual report on the Internet and, if they prefer, how to request paper copies of these materials. We believe that posting these materials on the Internet enables us to provide stockholders with the information they need more quickly, while lowering our costs of printing and delivery and reducing the environmental impact of our Annual Meeting.

 

Your participation at our Annual Meeting is important. To ensure your representation, if you do not expect to be present at the meeting, at your earliest convenience, please vote your shares as instructed in your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction card. The prompt return of proxies will ensure a quorum and save us the expense of further solicitation.

 

 

By Order of the Board of Directors,

 

 

Phoenix, AZ
April 1, 2011

 

PROXY STATEMENT

 

REGARDING

 

THE ANNUAL MEETING OF STOCKHOLDERS

 

TO BE HELD ON MAY 12, 2011

 

This proxy statement is being provided to stockholders in connection with the solicitation by the Board of Directors (the “Board”) of Republic Services, Inc., a Delaware corporation (“Republic,” “the company,” “we,” “us” or “our”), of proxies to be voted at the annual meeting of stockholders to be held in Scottsdale, Arizona on May 12, 2011 (the “Annual Meeting”), and at any adjournment, for the purposes set forth in the accompanying notice.

 

The Securities and Exchange Commission (“SEC”) allows us to deliver a single Notice of Internet Availability of Proxy Materials to one address shared by two or more stockholders. This delivery method is referred to as “householding” and can result in savings for us. To take advantage of this opportunity, we deliver a single Notice of Internet Availability of Proxy Materials to multiple stockholders who share an address. If you prefer to receive separate copies of the Notice of Internet Availability of Proxy Materials, either now or in the future, or if you currently are a stockholder sharing an address with another stockholder and wish to receive only one copy of future Notices of Internet Availability of Proxy Materials for your household, please send us your request in writing at the following address: Republic Services, Inc., Attn: Investor Relations Department, 18500 North Allied Way, Phoenix, Arizona 85054.

 

As permitted by the “notice and access” rules adopted by the SEC, we are making our proxy statement and our 2010 Annual Report to Stockholders (which includes our Annual Report on Form 10-K) available electronically via the Internet. On or about April 1, 2011, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials containing the instructions on how to access this proxy statement and our 2010 Annual Report to Stockholders and how to vote online. Stockholders who receive the notice will not receive a printed copy of the proxy materials in the mail. If you would like to receive a printed copy, please follow the instructions included in the Notice of Internet Availability of Proxy Materials.

 

 

 

 

 

We are electing 11 directors at the Annual Meeting, with each director to hold office until our next Annual Meeting or until his respective successor is elected and qualified (the “Nominees”). The Nominees have been nominated by the Board based on the recommendation of the Board’s Nominating and Corporate Governance Committee. Each Nominee has consented to be named in this proxy statement and has agreed to serve as a director if elected. If any Nominee should become unavailable for election, the proxy may be voted for a substitute nominee selected by the persons named in the proxy or the size of the Board may be reduced accordingly. The Board is not aware of any existing circumstances likely to render any Nominee unavailable.

 

The Nominees who receive a majority of the votes cast by the holders of our common stock represented at the Annual Meeting, without giving effect to abstentions, will be duly elected directors. Republic is a Delaware corporation and, under Delaware law, if an incumbent director is not elected, that director remains in office until the director’s successor is duly elected and qualified or until the director’s death, resignation or retirement. To address this potential outcome, in December 2008 the Board also adopted a director resignation policy in our bylaws. Under this policy, the Board will nominate for further service on the Board only those incumbent candidates who tender, in advance, irrevocable resignations, and the Board has obtained such conditional resignations from the Nominees. The irrevocable resignations are contingent on the failure to receive the required vote at any annual meeting at which they are nominated for re-election and Board acceptance of the resignation. The Nominating and Corporate Governance Committee will recommend to the Board whether to accept or reject the tendered resignation. The Board will publicly disclose its decision within 90 days following certification of the election results. If the Board does not accept the resignation, the director will continue to serve until the next annual meeting and until his or her successor is duly elected, or until his or her earlier resignation or removal. If the Board accepts the resignation, then the Board, in its sole discretion, may fill any resulting vacancy.

 

Pursuant to our bylaws, the number of directors is fixed from time to time by resolution of the Board and shall be not more than 13 members (the majority of which must be independent of Republic for purposes of the rules of the NYSE). Our Board currently consists of 13 directors, but Mr. O’Connor (our current Chairman of the Board) and Mr. Foley are not standing for re-election at the Annual Meeting. The Board decreased the fixed number of directors to 11 effective upon the election of directors at the Annual Meeting. Proxies cannot be voted for a greater number of persons than the number of Nominees named in this proxy statement.

 

The Board recommends a vote “FOR” the election of all 11 Nominees to our Board.

 

 

Director Changes in 2011

 

James E. O’Connor retired from his position as Chief Executive Officer effective January 1, 2011, after leading Republic for 12 years. Mr. O’Connor will continue to serve as a director and as the Chairman of the Board until the Annual Meeting, but is not standing for re-election. Under Mr. O’Connor’s leadership we merged with Allied Waste Industries, Inc. (“Allied”), creating an even stronger operating platform that will allow us to continue to provide quality service to our customers and superior returns to our stockholders. Mr. O’Connor served on the Board of Swisher Hygiene, Inc., as Chairman of its Compensation Committee and as a member of its Nominating and Corporate Governance Committee from November 2010 through January 2011.

 

David I. Foley is not standing for re-election to the Board, but will continue to serve as a director until the Annual Meeting. Mr. Foley, a member of the Compensation Committee and the Integration Committee, has served as an independent member of our Board since the close of the merger between Republic and Allied in December 2008. Prior to the merger, Mr. Foley served as a director of Allied from March 2006 until December 2008.

Director Nominees

 

Information about each of the Nominees to our Board is set forth below:

 

 

James W. Crownover. In January 2011, our Board unanimously selected Mr. Crownover to serve a two-year term as our non-executive Chairman of the Board commencing immediately after the Annual Meeting, provided that he is re-elected as a director by the stockholders. Mr. Crownover was named a director in December 2008 upon the close of the merger between Republic and Allied Waste Industries, Inc. (“Allied”). Prior to the merger, Mr. Crownover served as a director of Allied from December 2002 until December 2008. Mr. Crownover completed a 30-year career with McKinsey & Company, Inc. (“McKinsey”) when he retired in 1998. He led McKinsey’s Southwest practice for many years, and also co-headed the firm’s worldwide energy practice. In addition, he served as a member of McKinsey’s Board of Directors. Mr. Crownover also currently serves as a director of Chemtura Corporation, Weingarten Realty Investors, and FTI Consulting, Inc. In the past, he served on the boards of Unocal Corporation from 1998 to 2003 and Great Lakes Chemical Company from 2000 to 2006. Mr. Crownover also chairs the Board of Trustees of Rice University.

 

Mr. Crownover brings a wealth of management experience and business understanding to our Board, to the Audit and Integration Committees, and to his upcoming role as Chairman of the Board. Mr. Crownover’s 30 years in the management consulting industry have given him front-line exposure to many of the issues facing public companies, particularly on the strategic, operational and financial fronts. At Weingarten, he serves as chair of the Governance Committee and is a member of the Compensation Committee. At FTI, he serves as chair of the Compensation Committee and is a member of the Nominating and Corporate Governance Committee. At Chemtura, he chairs the Environmental Safety Committee and is a member of the Nominating and Corporate Governance Committee and the Compensation Committee. We believe his experience on the boards of directors and board committees of several major public companies, as well as his service as a director of McKinsey and his leadership of its Southwest practice and his co-heading of its worldwide energy practice, give him an abundance of relevant experience to serve as a director and as our Chairman of the Board.

 

John W. Croghan was named a director in July 1998. Since April 2002, Mr. Croghan has served as Chairman of Rail-Splitter Capital Management, LLC, an investment management firm. He was a founder and, from 1967 through December 2000, the Chairman of Lincoln Capital Management, an investment management firm. Mr. Croghan is also a former director of Blockbuster Entertainment Corp., Chicago Mercantile Exchange, Lindsay Manufacturing Co., St. Paul Bancorp, and Morgan Stanley Closed-End Funds. Effective January 2011, he became a director of Evanston Capital Management Co., an SEC regulated hedge fund. Mr. Croghan is a Chartered Financial Analyst. He is also a trustee and member of the investment committees for Northwestern University, the Chicago History Museum and the Archdiocese of Chicago Finance Council and is Chairman of the Archdiocese of Chicago School Board.

 

Mr. Croghan is well-positioned to serve as a director and member of our Audit Committee and Chairman of our Nominating and Corporate Governance Committee. His career in investment management gives him valuable insight on the impact of general economic and market conditions and a keen understanding of key financial and

accounting issues. In addition, he brings to our board the perspective he has gained through his substantial experience as a director of a diverse group of companies such as Blockbuster and the Chicago Mercantile Exchange. For many years in the 1990’s, Mr. Croghan was a director and Chairman of the Audit Committee of St. Paul Bancorp, a publicly traded bank, before its acquisition by Charter One. This experience gives him a deep understanding of corporate governance and the role of a director.

 

William J. Flynn was named a director in December 2008 upon the close of the merger between Republic and Allied. Prior to the merger, Mr. Flynn served as a director of Allied from February 2007 until December 2008. Mr. Flynn is the President and Chief Executive Officer of Atlas Air Worldwide Holdings, Inc. (“Atlas”). Prior to joining Atlas in 2006, Mr. Flynn served as President and Chief Executive Officer of GeoLogistics Corporation from 2002 until its sale to PWC Logistics in 2005. Mr. Flynn was a Senior Vice President with CSX Corporation from 2000 to 2002 and held various positions of increasing responsibility with Sea-Land Service Inc. from 1977 to 1999. Mr. Flynn also currently serves as a director of Atlas and Horizon Lines, Inc. and a director of the Air Transport Association.

 

Mr. Flynn is well-positioned to serve as a director, Chairman of our Compensation Committee and member of the Nominating and Corporate Governance Committee. With his years of experience as Chief Executive Officer of AtlasAir and GeoLogistics, Mr. Flynn brings to the board proven leadership and managerial experience at the most senior level and, with that, a keen appreciation of the financial, operational, compensation and other issues faced by public and private companies. His 31-year career in international supply chain management and freight transportation also gives him particular awareness of issues faced by companies such as ours. Mr. Flynn also has experience as both an inside and independent director, giving him perspective that he brings to his service on the Board.

 

Michael Larson was named a director in October 2009. Mr. Larson is the chief investment officer to William H. Gates III and is responsible for Mr. Gates’ non-Microsoft investments as well as the investments of the Bill & Melinda Gates Foundation Trust. Prior to working for Mr. Gates, Mr. Larson was at Harris Investment Management, Putnam Management Company and ARCO. Mr. Larson currently serves on the board of directors and the Compensation Committee of AutoNation, Inc. and serves on the board of directors of Grupo Televisa, S.A.B. In addition, he is Chairman of the Board of Trustees for Western Asset/Claymore Inflation-Linked Securities & Income Fund and Western Asset/Claymore Inflation-Linked Opportunities & Income Fund, and sits on their Audit Committees and Governance and Nominating Committees. Mr. Larson is a Trustee and Chairman of the Investment Committees at Claremont McKenna College and Lakeside School. Mr. Larson also serves on the investment committees for the University of Washington and the UNCF Gates Millennium Scholars Program. Mr. Larson served as a director of Pan American Silver Corp. from November 1999 through December 2010.

 

Mr. Larson has 30 years of investment experience, giving him a broad understanding of the capital markets, business cycles, capital investment and allocation, and an appreciation of the interests of long term stockholders. Mr. Larson’s service on our Board, as well as our Compensation Committee and our Nominating and Corporate Governance Committees, offers the perspective of our largest stockholder, Mr. Gates’ Cascade Investment, L.L.C.

 

Nolan Lehmann was named a director in December 2008 upon the close of the merger between Republic and Allied. Prior to the merger, Mr. Lehmann served as a director of Allied from October 1990 until December 2008, and was the Lead Director of Allied from February 2007 until its merger with Republic. Since April 2007, Mr. Lehmann has been a Managing Director of Altazano Management, LLC, a private wealth management advisory firm. From 1983 until June 2005, Mr. Lehmann was President of Equus Capital Management Corporation, a registered investment advisor, and from 1991 to June 30, 2005, he was President and a director of Equus II Incorporated, a registered public investment company. Mr. Lehmann is a certified public accountant. Mr. Lehmann also currently serves as a director of several private corporations. In the past five years, Mr. Lehmann served as a director and member of the Audit and Compensation Committees of Synagro Technologies, Inc.

 

Mr. Lehmann has a long history with Allied, serving as a director for more than 19 years, including roles as Lead Director and Chairman of the Audit and Compensation Committees at different times during such period. As such, he offers our Board invaluable insight from experience gained being involved in the major, transformative

changes Allied experienced over that period and a deep understanding of the issues faced by a waste management company. As a certified public accountant and with prior service on audit committees of five other public companies, Mr. Lehmann is well-positioned to serve on our Audit Committee. Mr. Lehmann also serves as member of our Nominating and Corporate Governance Committee. His career in asset management gives him valuable insight on the impact of general economic and market conditions and a keen understanding of key financial and accounting issues.

 

W. Lee Nutter was named a director in February 2004, and served as our Presiding Director from October 2006 through January 1, 2011. In January 2011, the Presiding Director role was eliminated due to our decision to have a separate Chairman of the Board and Chief Executive Officer. Prior to his retirement in 2007, Mr. Nutter was Chairman, President and Chief Executive Officer of Rayonier, Inc., a leading international forest products company primarily engaged in activities associated with timberland management, the sale and entitlement of real estate, and the production and sale of high value specialty cellulose fibers. Mr. Nutter also served as a director of Rayonier, Inc. from 1996 to 2007 and the North Florida Regional Board of SunTrust from 2004 to 2009. He continues to serve as a director of NiSource Inc. and a non-executive chairman of J.M. Huber Corporation. Mr. Nutter is a member of the University of Washington Foster School of Business Advisory Board.

 

Mr. Nutter was with Rayonier, Inc. for over 40 years, ultimately as its Chairman, President and Chief Executive Officer. As a result of this experience, Mr. Nutter has a thorough knowledge and understanding of the financial, operational, compensation and other issues faced by large public companies. Based on his experience and expertise in the global forest products industry with its focus on environmental compliance objectives similar to those of our business, we believe Mr. Nutter also brings a unique and valuable perspective to our Board’s consideration of environmental compliance. Mr. Nutter’s appreciation of the role of directors through his experience as both an inside and independent director of other companies positions him well to serve as a director.

 

Ramon A. Rodriguez was named a director in March 1999. Mr. Rodriguez served as President and Chief Executive Officer of Madsen, Sapp, Mena, Rodriguez & Co., P.A., a firm of certified public accountants, from 1981 through 2006 when the firm was acquired by Crowe Horwath LLP. He is a past Chairman of the Florida Board of Accountancy and was also President of the Florida Institute of Certified Public Accountants. Mr. Rodriguez serves as a director of Bank of Florida Corporation, a bank holding company, and as a director and the Audit Committee Chairman of Alico, Inc., a company involved in the agriculture business. Mr. Rodriguez served on the Board of Swisher Hygiene, Inc., as Chairman of its Audit Committee and as a member of its Compensation Committee from November 2010 through January 2011. In 1975 he was a founder and Treasurer of DME Corporation, a company involved in aerospace and defense.

 

Mr. Rodriguez is an experienced financial leader with the skills necessary to serve as the Chairman of our Audit Committee and as a member of our Integration Committee. In his 37-year career in public accounting, Mr. Rodriguez developed vast accounting and financial experience and particular insight regarding the external and internal audit functions for a multitude of companies. He combines this expertise with experience as a public company director through his board memberships at Bank of Florida and at Alico. Mr. Rodriguez also provides substantial management experience gained from his years as an executive of DME Corporation and as Chief Executive Officer of Madsen, Sapp, Mena, Rodriguez & Co., P.A.

 

Donald W. Slager was named a director in June 2010. Mr. Slager became our Chief Executive Officer and President on January 1, 2011, after having served as our President and Chief Operating Officer from the close of our merger with Allied in December 2008 until becoming our Chief Executive Officer and President. Prior to that, Mr. Slager served as President and Chief Operating Officer of Allied from January 2005 through December 2008 and as Executive Vice President and Chief Operating Officer of Allied from June 2003 through December 2004. Mr. Slager was Senior Vice President Operations of Allied from December 2001 to June 2003. Previously, Mr. Slager served as Vice President — Operations of Allied from February 1998 to December 2001, as Assistant Vice President — Operations of Allied from June 1997 to February 1998, and as Regional Vice President of the Western Region of Allied from June 1996 to June 1997. Mr. Slager also served as District Manager for the Chicago Metro District of Allied from 1992 to 1996. Before Allied’s acquisition of National Waste Services in 1992, he served at National Waste Services as General Manager from 1990 to 1992 and in other management positions with that company beginning in 1985. Mr. Slager also serves on the board of directors of UTi Worldwide,

Inc. and as a member of its Compensation Committee, Nominating and Corporate Governance Committee, and Risk Committee.

 

Mr. Slager brings to our Board more than 30 years of experience in the waste and recycling industry, including 25 years with Republic or Allied. He has served as Chief Operating Officer of Republic or Allied since 2003. Mr. Slager’s proven track record as a leader and extensive experience in the industry position him well to serve as a director and as our Chief Executive Officer and President.

 

Allan C. Sorensen was named a director in November 1998. Mr. Sorensen is a co-founder of Interim Health Care, Inc., which Interim Services, Inc., now known as Spherion Corporation, spun off in October 1997. From October 1997 through the present, Mr. Sorensen served as Interim Health Care’s Vice Chairman. From February 2004 through February 2007, Mr. Sorensen also served as Interim Healthcare’s Chief Executive Officer and President. Before the spin-off, Mr. Sorensen served as a director and in various capacities as either President, Chief Executive Officer or Chairman of Interim Services from 1967 to 1997. He also was a member of the Board of Directors of H&R Block, Inc. from 1979 until 1993. In 1994, Mr. Sorensen became a minority owner and director of privately owned Let’s Talk Cellular & Wireless, Inc. The company completed an initial public offering in November 1997 and was purchased by Nextel Retail Stores, Inc. in 2001. In October 1999, Mr. Sorensen was elected to the Board of Directors of Corporate Staffing Resources, Inc. representing investors Wm. E. Simon & Sons, LLC and Mellon Ventures, L.P. The following year Mr. Sorensen was elected Chairperson and the company was sold in 2001. Mr. Sorensen was elected to the Board of Directors of Cape Success LLC, representing investor Deutsche Bank, in January 2003 and served until late 2007 when the company was sold. Mr. Sorensen is also a five-term Chairman of the Home Health Services and Staffing Association and a past president and 14-year board member of the National Association of Temporary Staffing Services (now known as the American Staffing Association) and recipient of their 1992 Industry Leadership Award.

 

Mr. Sorensen is a demonstrated leader with a particular appreciation of staffing and personnel-related issues. Based on his years of experience as Chief Executive Officer of both Interim Health Care and Interim Services, during which time those companies accomplished the successful acquisition, integration and divestiture of a number of businesses, Mr. Sorensen is well-positioned to serve as Chairman of our Integration Committee and a member of our Compensation Committee. He also has served as both an inside and independent director of a public company, which allows him to offer valuable perspective on our Board.

 

John M. Trani was named a director in December 2008 upon the close of the merger between Republic and Allied. Prior to the merger, Mr. Trani served as a director of Allied from February 2007 until December 2008. Mr. Trani was Chairman of Accretive Commerce (formerly New Roads) from February 2004 until it was acquired in September 2007. Prior to that, Mr. Trani was Chairman and Chief Executive Officer of the Stanley Works from 1997 until his retirement in 2003. Prior to joining Stanley, Mr. Trani served in various positions of increasing responsibility with General Electric Company (“GE”) from 1978 to 1996. Mr. Trani was a Senior Vice President of GE and President and Chief Executive Officer of its Medical Systems Group from 1986 to 1996. Mr. Trani also currently serves as a director of Arise Inc. and is a Special Advisor to Young America Corporation.

 

Mr. Trani’s extensive business experience in senior operational roles at both Stanley Works and GE make him a significant contributor to our Board. As Chairman and Chief Executive Officer of Stanley Works, Mr. Trani gained a keen awareness of the financial, compensation, accounting and other issues that face a large public company. His service as both an inside and independent director further position him well to serve on our Board and our Audit and Nominating and Corporate Governance Committees.

 

Michael W. Wickham was named a director in October 2004. From 1996 to 2003, Mr. Wickham served as President and Chief Executive Officer of Roadway Corporation. He also served as Chairman of Roadway from 1998, and as a director from 1989, until his planned retirement in December 2003. He served as President of Roadway from July 1990 through March 1998. Mr. Wickham also serves as a director of C.H. Robinson Worldwide, Inc., a transportation, logistics and sourcing company, director and non-executive Chairman of Douglas Dynamics, Inc., a manufacturer of snow and ice control equipment for light trucks, and a director of several private companies.

 

Mr. Wickham brings to our Board his vast experience in the freight services industry, which is of particular relevance to a company such as ours. He is a proven leader, having served as the Chief Executive Officer of a

large public company and as the non-executive Chairman of Douglas Dynamics, Inc. He currently serves as the Chairman of the Compensation Committee of C.H. Robinson Worldwide and as a member of the Audit Committee, Compensation Committee and Nominating and Governance Committee of Douglas Dynamics, Inc. We believe these experiences have given him significant governance- and compensation-related expertise and position him well to serve as a director and as a member of our Compensation and Integration Committees.

 

See the section under the heading “Executive Officers,” which is incorporated herein by reference, for biographical information on our non-director executive officers.

 

Separation of Chairman of the Board and Chief Executive Officer Roles

 

Our Board previously created the position of Presiding Director to serve as the Board’s lead non-employee director. The Presiding Director position was in effect until January 2011 and at all times was held by an “independent” director, as that term is defined from time to time by the listing standards of the NYSE and as determined by the Board in accordance with its Corporate Governance Guidelines.

 

The Presiding Director had, in addition to the powers and authorities of any member of our Board, the power and authority to: (a) preside at and set agendas and procedures for all meetings of non-employee directors when they meet in executive session without the participation of management; (b) coordinate with non-employee directors in the review, revision, addition or deletion of proposed agenda items for any Board meeting; (c) request access to any of our employees at any time; and (d) retain independent outside financial, legal or other advisors on behalf of any Board committee or subcommittee.

 

Effective January 1, 2011, James E. O’Connor retired from his position as Chief Executive Officer, after leading Republic for 12 years. Mr. O’Connor will continue to serve as a director and as the Chairman of the Board until the Annual Meeting, but is not standing for re-election. Effective January 1, 2011, Mr. O’Connor was replaced as Chief Executive Officer by Donald W. Slager, who also became a director in June 2010 when this transition was announced. Mr. Slager’s appointment as our Chief Executive Officer and as a director was the result of a succession planning process led by our Board.

 

As a result of this transition, since January 1, 2011 our Chairman of the Board and Chief Executive Officer roles have been separated and the position of Presiding Director has been eliminated. Further, following Mr. O’Connor’s retirement effective upon the conclusion of the Annual Meeting, we will have a non-executive, independent Chairman of the Board. The Board unanimously selected James W. Crownover to serve as Chairman of the Board for a two-year term commencing at the conclusion of the Annual Meeting, provided that he is re-elected as a director by the stockholders.

 

The Board believes that designating a non-executive, independent director to act as Chairman of the Board serves the best interests of Republic and its stockholders because it strengthens the Board’s independence and allows the Chief Executive Officer to focus his talents and attention on managing our business. The Chairman’s role is to provide leadership to the Board, and the Chairman’s responsibilities include:

 

The Chairman also has the authority to request access to any of our employees at any time.

 

Board of Directors and Board Committees

 

The Board currently has 13 directors, but the Board has decided to reduce the size of the Board to 11 directors when Messrs. O’Connor and Foley end their service at the conclusion of the Annual Meeting. The Board develops our business strategy, establishes our overall policies and standards, and reviews the performance of management in executing our business strategy and implementing our policies and standards. We keep directors informed of our operations at meetings and through reports and analyses presented to the Board and Board committees. Significant communications between the directors and management also occur apart from Board and committee meetings.

 

The Board has established four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, and the Integration Committee. Committee member appointments are evaluated annually.

 

The Board held nine meetings and took three actions by unanimous written consent during 2010. Each incumbent director attended at least 75% of the total number of Board meetings and the total number of meetings of all Board committees on which he served held during his term of service. The non-employee directors meet regularly in executive sessions.

 

Our directors and executive officers will continue to attend seminars and continuing education programs relating to corporate governance, audit and compensation matters. In addition, site visits and external and in-house presentations are scheduled as part of the directors’ continuing education.

 

Information regarding each of the current standing committees follows.

 

Audit Committee

 

The Audit Committee currently consists of Messrs. Rodriguez (Chairman), Croghan, Crownover, Lehmann and Trani. The five members of the Audit Committee meet the independence, education and experience requirements of the listing standards of the NYSE and the rules and regulations of the SEC. Further, our Board has determined that Messrs. Rodriguez and Croghan each qualify as an “audit committee financial expert” within the meaning of Item 407 of Regulation S-K under the Securities Act of 1933.

 

The Audit Committee assists the Board in monitoring (a) the integrity of our financial statements, (b) our compliance with legal and regulatory requirements, and (c) the independence and performance of our internal and external auditors. Further, the Audit Committee has the ultimate authority and responsibility to select, evaluate and, where appropriate, terminate and replace the independent auditors. The Audit Committee operates under a written charter adopted by the Board in accordance with NYSE rules and all other applicable laws. The Audit Committee reviews its charter at least annually. The Audit Committee held four meetings, took two actions by unanimous written consent and met regularly in executive sessions during 2010. The Audit Committee Report is on page 20.

 

Compensation Committee

 

The Compensation Committee currently consists of Messrs. Flynn (Chairman), Foley, Larson, Sorensen and Wickham. Prior to July 28, 2010, Mr. Wickham was the Chairman. The five members of the Compensation Committee are independent as that term is defined under the listing standards of the NYSE.

 

The Compensation Committee establishes and regularly reviews our compensation philosophy and programs, exercises authority with respect to the determination and payment of salaries and incentive compensation to executive officers, and administers our stock incentive plan. For further information on the Compensation Committee’s processes and procedures for consideration and determination of executive compensation, see the “Compensation Discussion and Analysis” section of this proxy statement. The Compensation Committee operates under a written charter adopted by our Board in accordance with NYSE rules and all other applicable laws. The Compensation Committee may form and delegate authority to sub-committees when appropriate, provided that any such sub-committee must be composed entirely of independent directors and have a published committee

charter. The Compensation Committee reviews its charter at least annually. This charter can be found on our website at www.republicservices.com. The Compensation Committee held seven meetings, took one action by unanimous written consent and met regularly in executive sessions during 2010.

 

Nominating and Corporate Governance Committee

 

The Nominating and Corporate Governance Committee currently consists of Messrs. Croghan (Chairman), Flynn, Larson, Lehmann and Trani. The five members of the Nominating and Corporate Governance Committee are independent as that term is defined under the listing standards of the NYSE.

 

The Nominating and Corporate Governance Committee identifies director candidates that it recommends to our Board for selection as the director nominees for the next Annual Meeting or to fill vacancies. It also identifies candidates that it recommends to our Board for selection as the Chairman of the Board. The Nominating and Corporate Governance Committee also is responsible for developing and recommending our corporate governance principles and reviewing and providing oversight of the effectiveness of our governance practices. This committee also oversees the annual evaluation of the Board and its committees, discharges the Board’s responsibilities related to the compensation of non-employee directors and monitors the succession management program. The Nominating and Corporate Governance Committee operates under a written charter adopted by the Board in accordance with the NYSE rules and all other applicable laws. The Nominating and Corporate Governance Committee reviews its charter at least annually. The Nominating and Corporate Governance Committee will consider nominations for the Board from stockholders that are entitled to vote for the election of directors, as described under the “Stockholder Director Recommendation Policy” below. The Nominating and Corporate Governance Committee held five meetings, took one action by unanimous written consent and met regularly in executive session during 2010.

 

Integration Committee

 

The Integration Committee currently consists of Messrs. Sorensen (Chairman), Crownover, Foley, Rodriguez and Wickham. The Integration Committee is responsible for assisting our Board in overseeing the implementation, and assessing the effectiveness, of a comprehensive integration program designed to combine the business, operations and organizational cultures of Republic and Allied as a result of the merger in December 2008. The Integration Committee meets regularly with the management integration team. The Integration Committee operates under a formal charter that was approved by the Board. The Integration Committee held four regular quarterly meetings during 2010.

 

Director Nomination Procedures

 

The Nominating and Corporate Governance Committee is generally responsible for soliciting recommendations for candidates for the Board, developing and reviewing background information for such candidates, and making recommendations to the Board with respect to candidates for directors proposed by stockholders. In evaluating candidates for potential director nomination, the Nominating and Corporate Governance Committee will consider, among other things, candidates who are independent, if required, who possess personal and professional integrity, who have good business judgment, who have relevant business and industry experience, education and skills, and who would be effective as directors in collectively serving the long-term interests of our stockholders in light of the needs and challenges facing the Board at the time.

 

Although we have no formal policy regarding diversity relating to Board candidacy, our Corporate Governance Guidelines include a statement that directors should be selected in the context of assessing the Board’s needs at the time and with the objective of ensuring diversity in the background, experience and viewpoints of Board members. The Board and Nominating and Corporate Governance Committee value diversity as a factor in selecting Board members and believe that the diversity of opinions, perspectives, personal and professional experiences and backgrounds reflected on our Board provides us significant benefits.

 

When assessing the independence of a current director or prospective director candidate, the Nominating and Corporate Governance Committee considers the “per se” disqualifications to director independence in accordance with the NYSE rules. In addition, the Board, based upon the recommendation of the Nominating and Corporate

Governance Committee, has adopted categorical standards, which state that certain relationships would not be considered to be material relationships that would bar a director’s independence. These categorical standards are detailed under “Director Independence.” All candidates will be reviewed in the same manner, regardless of the source of recommendation. Mr. Slager is nominated for election to our Board at each Annual Meeting of stockholders pursuant to the terms of his employment agreement with us. See “Employment Agreements and Post-Employment Compensation.”

 

Stockholder Director Recommendation Policy

 

The Nominating and Corporate Governance Committee will consider director candidates recommended by our stockholders. In accordance with our bylaws, a stockholder wanting to propose a nominee to serve as a director before a meeting of stockholders must give timely written notice. Such notice requirement will be deemed satisfied if in compliance with our bylaws, and must include (A) as to each person whom such stockholder proposes to nominate for election or re-election as a director, (i) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors under the Securities Exchange Act of 1934 (the “Exchange Act”), including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected, (ii) a description of all direct and indirect compensation and other material monetary arrangements during the past three years and any other material relationships between such stockholder, beneficial owner and their respective affiliates and associates, on the one hand, and each proposed nominee and his respective affiliates and associates, on the other hand, and (iii) a completed and signed questionnaire, representation and agreement required by Section 2.13 of our bylaws; and (B) as to such stockholder giving notice and the beneficial owner, if any, on whose behalf the nomination is made, (i) the name and address, as they appear on our books, of such stockholder and beneficial owner, (ii) (a) the class and number of shares of our stock which are owned beneficially and of record by such stockholder and beneficial owner, (b) any instrument derived in whole or part from the value of any class or series of shares of our stock beneficially owned by such stockholder, (c) any proxy, understanding or relationship pursuant to which such stockholder has a right to vote any shares of any of our securities, (d) any short interest in any of our securities, (e) any rights to dividends on our shares beneficially owned by such stockholder that are separated or separable from the underlying shares, (f) any proportionate interest in our shares or derivative instruments held directly or indirectly by a general or limited partnership in which such stockholder is a general partner or beneficially owns an interest in a general partner, and (g) any performance-related fees (other than an asset-based fee) that such stockholder is entitled to based on any increase or decrease in the value of our shares or derivative instruments, including interests held by members of the stockholder’s immediate family, and (iii) any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the election of directors under the Exchange Act.

 

The Nominating and Corporate Governance Committee will determine the eligibility of a proposed nominee to serve as a director, and may reasonably require additional information to determine such eligibility. Director candidates proposed by stockholders are evaluated on the same basis as all other director candidates as discussed above. The Nominating and Corporate Governance Committee may, in its discretion, interview any director candidate proposed by a stockholder.

 

Stockholders wishing to recommend director candidates for consideration by the Nominating and Corporate Governance Committee may do so by giving the required information as described above in writing to: Attention: Office of the Corporate Secretary, Republic Services, Inc., 18500 North Allied Way, Phoenix, Arizona 85054. To consider a candidate for nomination at the 2012 Annual Meeting, we must receive the stockholder’s written notice not later than 90 days and not earlier than 120 days prior to the anniversary date of this year’s Annual Meeting. Refer to our bylaws for additional information and notice requirements.

Director Independence

 

Our common stock is listed on the NYSE, which requires that a majority of our Board must be “independent directors” according to independence standards established by the NYSE. Following is a list of our independent directors as of the date of this proxy statement:

 

 

When assessing the independence of a current director or nominee for director, the Nominating and Corporate Governance Committee considers the “per se” disqualifications from director independence in accordance with the NYSE rules. In addition, based upon the recommendation of the Nominating and Corporate Governance Committee, our Board adopted categorical standards, which provide that the following are not material relationships that would bar a director’s independence:

 

 

The Board undertook a review of director independence and considered relationships between each of the directors and their immediate family members and Republic and its subsidiaries, both in the aggregate and individually. Mr. Slager and Mr. O’Connor are not “independent directors” under the NYSE listing standards because each is, or was within the last three years, an employee of Republic. The Board determined that the 11 remaining directors meet the standards for independence set by the NYSE and the categorical standards adopted by our Board, and have no material relationships with us that impaired their independence from us. These individuals therefore are “independent directors” under the NYSE listing standards. In making its determination, the Board considered, in the case of Mr. Foley, the matters described under “Certain Relationships and Related Transactions” and, in the case of Mr. Larson, his status as business manager of Cascade Investment, L.L.C., our largest stockholder.

 

Corporate Governance

 

We operate within a comprehensive plan of corporate governance for the purpose of defining responsibilities, setting high standards of professional and personal conduct, and assuring compliance with such responsibilities and standards. We continuously monitor developments and best practices in the area of corporate governance and modify our plan as warranted.

 

Corporate Governance Guidelines. We have adopted a set of Corporate Governance Guidelines, including specifications for director qualification and responsibility.

 

Personal Loans to Executive Officers and Directors. We comply with legislation prohibiting extensions of credit in the form of personal loans to or for our directors or executive officers.

 

Code of Business Conduct and Ethics (“Code of Ethics”). We have adopted a Code of Ethics that complies with all applicable laws and outlines the general standards of business conduct that all of our employees, officers, and directors are required to follow. If we make any substantive amendments to the Code of Ethics or grant any waiver from a provision of the Code of Ethics that applies to our Chief Executive Officer, Chief Financial Officer,

Controller, or Chief Accounting Officer, we will disclose the nature of such amendment or waiver on our website or in a report on Form 8-K.

 

Political Contributions Policy. To further our responsibility as a good corporate citizen to participate in the political process in a lawful, prudent and ethical manner, we have adopted a Political Contributions Policy and related procedures intended to ensure that our employees and other company representatives participate in the political process in compliance with all applicable laws and regulations governing corporate political contributions and regulating corporate participation in public and governmental affairs.

 

Stock Ownership Guidelines. To align the interests of the Board and senior management with the interest of our other stockholders and to demonstrate to the investing public and our employees the Board’s and senior management’s commitment to Republic, we require our directors and senior management to hold our securities. See “Security Ownership of the Board of Directors and Management — Security Ownership and Hedging Policies.”

 

The current charters for the Audit, Compensation, and Nominating and Corporate Governance committees, our Corporate Governance Guidelines, our Code of Ethics and our Political Contributions Policy can be obtained, free of charge, by written request to: Attention: Office of the Corporate Secretary, Republic Services, Inc., 18500 North Allied Way, Phoenix, Arizona 85054. These documents are also available on our website at www.republicservices.com.

 

Board Leadership Structure and Role in Risk Oversight

 

Board Leadership Structure. As described above, since January 1, 2011 our Chairman of the Board and Chief Executive Officer positions have been separated. Further, following Mr. O’Connor’s retirement effective upon the conclusion of the Annual Meeting, we will have a non-executive, independent Chairman of the Board. Please see above under the heading “Separation of Chairman of the Board and Chief Executive Officer Roles” for further details on this transition and for a description of the roles and responsibilities of the Chairman of the Board.

 

Our Board has four standing committees — Audit, Compensation, Integration, and Nominating and Corporate Governance — the responsibilities and authority of which are described above. Each of these committees consists solely of independent directors and has its own Chairman who is responsible for directing the committee’s work in fulfilling its responsibilities.

 

Our Board believes this leadership structure is in the best interests of Republic and its stockholders. The Board believes that designating an independent director to act as the non-executive Chairman of the Board will serve the best interests of Republic and its stockholders because it strengthens the Board’s independence and allows the Chief Executive Officer to focus his talents and attention on managing our business. The non-executive Chairman of the Board also will serve as a valuable bridge between the Board and our management. We have effective and active oversight by experienced independent directors, we will have a non-executive, independent Chairman of the Board upon the conclusion of the Annual Meeting, and we have independent committee chairs. Our system provides appropriate checks and balances to protect stockholder value.

 

Risk Oversight. We face a variety of risks, including credit and liquidity risk, operational risk, environmental risk, litigation risk, compliance risk and compensation risk. In accordance with NYSE requirements, our Audit Committee charter requires the Audit Committee to, among other things:

 

 

Our Audit Committee meets at least quarterly and takes various steps to assist it in fulfilling its risk oversight function. For example, the agenda for our Audit Committee meetings typically includes a report by each of our General Counsel and our Vice President of Internal Audit. Before each meeting, our General Counsel provides the Audit Committee a comprehensive report describing our most significant pending litigation, environmental, regulatory and compliance matters, and information regarding our AWARE Line activity. The AWARE Line is an integral part of our compliance program and provides a way for our employees to provide information to us confidentially regarding concerns they may have with respect to compliance with policies, ethical requirements and legal requirements. Likewise, before each meeting, our Vice President of Internal Audit provides to the Audit Committee a comprehensive report on internal audit matters, including Sarbanes-Oxley Act testing results and environmental, health and safety findings. At the meeting, the General Counsel and the Vice President of Internal Audit supplement their advance written reports with oral presentations and respond to questions from the directors. Further, the Chairman of the Audit Committee has reviewed, discussed with our Vice President of Internal Audit and concurred in a program for field audits whereby each field audit includes a finance review, an operations review and a compliance review. In addition, our Treasurer and Risk Manager periodically brief the Audit Committee or the Board on our insurance coverage programs and related risks.

 

Our Board and other Board committees also are actively involved in risk oversight. For example:

 

 

While the Board and its committees provide risk oversight, management is responsible for the day-to-day risk management processes. We believe our Board’s role is to satisfy itself that:

 

 

We further believe that the Board and committee leadership structure we have implemented and the division of responsibilities described above is the most effective approach to address the risks we face.

 

Communications with the Board of Directors

 

Any stockholder or other interested party who wishes to communicate with the Board, a Board committee, the Chairman of the Board, or the non-management directors (as a group or individually), may send correspondence

to: Attention: Office of the Corporate Secretary, Republic Services, Inc., 18500 North Allied Way, Phoenix, Arizona 85054. The Corporate Secretary will compile and submit on a periodic basis such correspondence to the entire Board, or, if and as designated in the communication, to the appropriate Board committee, the Chairman of the Board, or the non-management directors (as a group or the appropriate individual member). The independent directors have approved this process.

 

Attendance at Annual Meetings Policy

 

We do not have a formal policy requiring our directors to attend the Annual Meeting. Messrs. O’Connor and Nutter attended our 2010 Annual Meeting. Mr. Slager also attended our 2010 Annual Meeting, which was held prior to his election as a director.

 

Derivative Claim Against Our Directors

 

In late 2009, a stockholder sued us in Federal court in Delaware challenging our disclosures in our 2009 proxy statement with respect to the Executive Incentive Plan (“EIP”) that was approved by our stockholders at the 2009 annual meeting. The lawsuit is styled as a combined proxy disclosure claim and derivative action. We are a defendant only with respect to the proxy disclosure claim, which seeks only to require us to make additional disclosures regarding the EIP and to hold a new stockholder vote prior to making any payments under the EIP. The derivative claim is purportedly brought on behalf of Republic against all of our directors and the individuals who were executive officers at the time of the 2009 annual meeting and alleges, among other things, breach of fiduciary duty. That claim also seeks injunctive relief and seeks to recoup on behalf of Republic an unspecified amount of the incentive compensation that may be paid to our executives under the EIP, as well as the amount of any tax deductions that may be lost if the EIP does not comply with Section 162(m) of the Internal Revenue Code. Defendants’ motions to dismiss plaintiff’s complaint have been fully briefed. We believe the lawsuit is without merit and is not material and intend to vigorously defend against the plaintiff’s allegations.

 

When establishing and reviewing the compensation paid to our directors, we consider the level of work and involvement the directors have with our business. We also consider compensation packages available to directors in the marketplace, with particular emphasis placed on the compensation packages available to directors at our peer group companies.

 

We compensate our directors as follows: (i) we pay each non-employee director other than Mr. O’Connor an annual retainer of $80,000, (ii) we pay each committee chairman and paid the Presiding Director an annual fee of $20,000 (which Presiding Director fee was eliminated effective January 1, 2011 when we eliminated the Presiding Director position), (iii) we pay each non-employee director other than Mr. O’Connor $1,500 for each board or committee meeting attended, except with respect to the Integration Committee for which we pay each member $1,500 per quarter as meeting fees, and (iv) we annually grant each non-employee director other than Mr. O’Connor 7,500 restricted stock units (in place of deferred stock units) that are vested but not settled until the director’s termination of service as a member of our Board. For any non-employee director first elected after July 29, 2009 the Board, as recommended by the Nominating and Corporate Governance Committee, approved a one-time award of restricted stock units having a face value of $250,000 (divided by the closing price per share of Republic’s stock as of the date of grant to determine the number of restricted stock units) that will vest in three equal annual installments commencing one year from the date of the award plus a pro-rated grant of fully vested restricted stock units in the amount of 7,500 units pro-rated to the remaining days during the year. These restricted stock units are not settled until the director’s termination of service as a member of our Board. Restricted stock units are settled through the issuance of shares of our common stock. At the end of any quarter in which dividends are distributed to stockholders, the non-employee directors receive additional restricted stock units with a value (based on the closing price of Republic stock on the dividend payment date) equal to the value of dividends they would have received on the shares of stock underlying all restricted stock units held by them on the dividend record date. We intend to pay our independent, non-Executive Chairman of the Board who will take office after the Annual Meeting an annual retainer of $125,000 (prorated in 2011) in addition to the annual non-employee director retainer, applicable meeting fees, and the annual equity grants discussed above.

 

All compensation paid by us during 2010 to our non-employee directors is detailed below. The compensation of Messrs. O’Connor and Slager is reflected in the executive compensation tables contained in this proxy statement, and they received no additional compensation from us for their duties as directors.

 

Director Compensation in 2010

 

 

 

 

 

		Number of Securities
		Underlying Unexercised				Option Exercise				Option Expiration
Name		Options Exercisable				Price ($)				Date
John W. Croghan			15,000				11.60				1/31/2012
			15,000				12.82				2/5/2013
James W. Crownover			11,250				22.64				12/12/2012
			4,500				19.62				5/21/2013
			4,500				28.00				5/21/2014
William J. Flynn			—				—				—
David I. Foley(a)			—				—				—
Michael Larson			—				—				—
Nolan Lehmann			4,500				37.80				5/23/2011
			4,500				24.62				5/29/2012
			4,500				19.62				5/21/2013
			4,500				28.00				5/21/2014
W. Lee Nutter			—				—				—
Ramon A. Rodriguez(b)			15,000				11.60				1/31/2012
			15,000				12.82				2/5/2013
Allan C. Sorensen			15,000				11.60				1/31/2012
			15,000				12.82				2/5/2013
John M. Trani			—				—				—
Michael W. Wickham			—				—				—

 

 

 

The following statement made by the Audit Committee shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act and shall not otherwise be deemed filed under either of these acts.

 

Management is responsible for our internal controls, financial reporting processes, and compliance with laws and regulations and ethical business standards. The independent auditors are responsible for performing an independent audit of our consolidated financial statements in accordance with generally accepted auditing standards and issuing a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes on the Board’s behalf.

 

In this context, the Audit Committee has reviewed and discussed the audited financial statements with management and the independent auditors. The Audit Committee has discussed with the independent auditors the matters required to be discussed by Codification of Statements on Auditing Standards, AU § 380 regarding communication with the audit committee.

 

In addition, the Audit Committee has received from the independent auditors the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communications with the audit committee concerning independence, and has discussed with the independent auditors the independent auditors’ independence. The Audit Committee has considered whether the independent auditors’ provision of audit-related and other non-audit services to us is compatible with maintaining the auditors’ independence.

 

Finally, the Audit Committee has evaluated the independent auditors’ role in performing an independent audit of our financial statements in accordance with generally accepted auditing standards and applicable professional and firm auditing standards, including quality control standards. The Audit Committee has received assurances from the independent auditors that the audit was subject to its quality control system for its accounting and auditing practice in the United States. The independent auditors have further assured the Audit Committee that its engagement was conducted in compliance with professional standards and that there was appropriate continuity of personnel working on the audit and availability of national office consultation to conduct the relevant portions of the audit.

 

In reliance on the reviews, discussions and evaluations referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010 for filing with the SEC. By recommending to the Board that the audited financial statements be so included, the Audit Committee is not opining on the accuracy, completeness or presentation of the information contained in the audited financial statements.

 

Submitted by the Audit Committee:

 

Ramon A. Rodriguez, Chairman

John W. Croghan

James W. Crownover

Nolan Lehmann

John M. Trani

 

Independent Auditor Fee Information

 

The following table presents the aggregate fees billed to us by Ernst & Young LLP for the audit of our annual financial statements for the fiscal years ended December 31, 2010 and 2009 and other services provided during those periods:

 

 

Audit fees include fees associated with the annual audit and Form 10-K, the review of our reports on Form 10-Q and comfort letters. Audit fees also include amounts related to Ernst & Young LLP’s report on our internal controls in accordance with the Sarbanes-Oxley Act of 2002. In 2010, audit-related fees consisted primarily of audits of employee benefit plans and tax fees consisted primarily of tax consulting services for various tax matters, including federal and state tax planning and credits screening. In 2009, audit-related fees consisted primarily of fees associated with the audits of our employee benefit plans and tax fees consisted of fees billed for professional services rendered for tax compliance.

 

Pre-Approval Policies and Procedures

 

Our Audit Committee pre-approves all fees to be paid to our independent public accountants in accordance with the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in accordance therewith.

 

 

Based solely upon a review of (1) Forms 3 and 4 and amendments to each form furnished to us pursuant to Rule 16a-3(e) under the Exchange Act, during our fiscal year ended December 31, 2010, (2) any Forms 5 and amendments to the forms furnished to us with respect to our fiscal year ended December 31, 2010, and (3) any written representations referred to us in subparagraph (b)(1) of Item 405 of Regulation S-K under the Exchange Act, no person who at any time during the fiscal year ended December 31, 2010 was a director, Section 16(a) officer or, to our knowledge, a beneficial owner of more than 10% of our common stock failed to file on a timely basis reports required by Section 16(a) of the Exchange Act during the fiscal year ended December 31, 2010.

 

 

The following table shows certain information as of March 15, 2011 with respect to the beneficial ownership of common stock by each of our stockholders who is known by us to be a beneficial owner of more than 5% of our outstanding common stock.

 

 

 

 

Security Ownership Guidelines and Hedging Policies. We require our directors and executive officers to hold our securities. Our Board believes that security ownership by the Board and senior management is important to align the interests of the Board and senior management with the interests of our other stockholders and to demonstrate to the investing public and our employees the Board’s and senior management’s commitment to Republic.

 

Our Corporate Governance Guidelines state the Board’s belief that directors should be stockholders and have a financial stake in the Company. While the Board does not believe it appropriate to specify the level of share ownership an individual director should hold, it anticipates that each director will develop a meaningful ownership position in the Company over time, depending upon individual circumstances. Further, we pay directors a significant portion of their income as directors in the form of restricted stock units. These restricted stock units are not settled until the director’s termination of service as a member of our Board, and then they are settled through the issuance of shares of our common stock. See “Director Compensation.” Thus, they are required to retain their equity position in the company until they are no longer on the Board.

 

We maintain stock ownership guidelines for our named executive officers. The stock ownership guidelines for these individuals were previously equal to three times their salary and allowed each individual 36 months from their appointment to reach the specified ownership level. Each of the named executive officers who has been appointed as such for longer than 36 months satisfied these guidelines. In October 2010, our Board adopted expanded stock ownership guidelines that include the following requirements: (1) Chief Executive Officer — five times salary; (2) Chief Operating Officer, Chief Financial Officer and General Counsel — three times salary; and (3) Executive Vice Presidents and Senior Vice Presidents — two times salary. Each member of senior management has a five-year period to meet the applicable guideline, and interim progress is expected.

 

Our insider trading policy prohibits all directors, officers and employees and their immediate family members from engaging in the following transactions relating to Republic securities or derivatives thereof: purchasing or selling puts or calls, short sales, placing standing orders (other than under 10b5-1 plans), engaging in short-term or “in-and-out” trading, and holding Republic securities or derivatives thereof in a margin account or pledging them.

 

Security Ownership of the Board and Management

 

The following table shows certain information as of March 15, 2011 with respect to the beneficial ownership of common stock by (1) our current directors, (2) each of the executive officers listed in the Summary Compensation Table and (3) all of our current directors and executive officers as a group. We have adjusted share amounts and percentages shown for each individual in the table to give effect to shares of common stock that are not outstanding but which the individual may acquire upon exercise of all options exercisable within 60 days of March 15, 2011. However, we do not deem these shares of common stock to be outstanding for the purpose of computing the percentage of outstanding shares beneficially owned by any other individual listed on the table.

 

 

 

 

Our executive officers serve at the Board’s pleasure and are subject to annual appointment by the Board. Following is a list of our current executive officers. Biographical information about each of our current executive officers follows the table.

 

 

See “Election of Directors — Biographical Information Regarding Director/Nominees and Executive Officers” for biographical information about Mr. Slager, who was named our Chief Executive Officer in January 2011.

 

Tod C. Holmes was named Executive Vice President and Chief Financial Officer in December 2008. Prior to that, Mr. Holmes served as our Senior Vice President and Chief Financial Officer from August 1998 to December 2008. Mr. Holmes served as our Vice President — Finance from June 1998 until August 1998 and as Vice President of Finance of our former parent company’s Solid Waste Group from January 1998 until June 1998. From 1987 to 1998, Mr. Holmes served in various positions with Browning-Ferris Industries, Inc., including Vice President, Investor Relations from 1996 to 1998, Divisional Vice President, Collection Operations from 1995 to 1996, Divisional Vice President and Regional Controller — Northern Region from 1993 to 1995, and Divisional Vice President and Assistant Corporate Controller from 1991 to 1993.

 

Michael P. Rissman was named Executive Vice President, General Counsel and Corporate Secretary in August 2009. Prior to that, Mr. Rissman had served as acting General Counsel and Corporate Secretary from March 2009. Mr. Rissman joined Allied as Vice President and Deputy General Counsel in July 2007 and continued in these same positions at Republic after our merger with Allied in December 2008. Prior to joining Allied, Mr. Rissman was a partner at Mayer, Brown, Rowe & Maw, LLP, in Chicago. Mr. Rissman was at Mayer Brown from 1990 until coming to Allied in 2007.

 

Kevin C. Walbridge was named Executive Vice President — Operations in October 2010. Prior to that, Mr. Walbridge served as our Senior Vice President of Midwestern Operations from December 2008, and served as our Central Region Vice President from the time he joined us in June 1997 through December 2008. Before joining us, Mr. Walbridge served as the Vice President Operations/Co-Owner of National Serv-All from 1996 to 1997, the President of Waste Management of Alameda County from 1993 to 1996, and the Division President of Empire Waste Management from 1985 to 1993.

 

Information about our former Chief Executive Officer, who retired from his position as Chief Executive Officer effective January 1, 2011, is set forth below:

 

James E. O’Connor was named Chairman of the Board of Directors in January 2003. He has served as a director since December 1998, and served as our Chief Executive Officer from December 1998 until his retirement on January 1, 2011. From 1972 to 1978 and from 1982 to 1998, Mr. O’Connor served in various positions with Waste Management, Inc., an integrated solid waste service company, including Senior Vice President from 1997 to 1998, Area President of Waste Management of Florida, Inc. from 1992 to 1997, Senior Vice President of Waste Management — North America from 1991 to 1992 and Vice President — Southeastern Region from 1987 to 1991. Mr. O’Connor served on the Board of Swisher Hygiene, Inc., as Chairman of its Compensation Committee and as a member of its Nominating and Corporate Governance Committee from November 2010 through January 2011.

 

Compensation Discussion and Analysis

 

Executive Summary

 

We are the second largest provider of services in the domestic non-hazardous solid waste industry, as measured by revenue. We provide non-hazardous solid waste collection services for commercial, industrial, municipal and residential customers through 348 collection companies in 40 states and Puerto Rico. We own or operate 204 transfer stations, 193 active solid waste landfills and 76 recycling facilities. We also operate 73 landfill gas and renewable energy projects. We completed our acquisition of Allied in December 2008. We believe this acquisition creates a strong operating platform that will allow us to continue to provide quality service to our customers and superior returns to our stockholders.

 

Despite the challenging economic environment, our business performed well during 2010 due in large part to the indispensable nature of our services and the scalability of our business. Excluding certain divested revenue, core revenue for the year ended December 31, 2010 was unchanged from 2009. During 2010, we completed the integration of Allied operations resulting in approximately $190 million of annual run-rate synergy savings, exceeding our original estimate of approximately $150 million by 26.7%. Since the Allied acquisition, we have repaid $1.3 billion of net borrowings and have refinanced $1.5 billion of senior notes and $677.4 million of tax-exempt financings at lower interest rates. Free cash flow generated from operations allowed us to increase our regular quarterly dividend 5% in the third quarter of 2010, and in November 2010, our Board approved a share repurchase program pursuant to which we may repurchase up to $400 million of our outstanding shares of common stock.

 

From a compensation perspective, we seek to closely align the interests of our named executive officers with the interests of our stockholders. You should note that for the past three years, we put programs into place and took actions with respect to outstanding awards that occurred as a result of our transaction with Allied and the continuing transition following the transaction, and that these programs and practices do not necessarily reflect our general annual compensation practices.

 

Generally, our compensation programs are designed to reward our named executive officers for achieving short-term and long-term strategic and operational goals, including: (i) earnings per share, (ii) return on invested capital and (iii) free cash flow, while at the same time avoiding encouraging unnecessary or excessive risk-taking. Our named executive officers’ total compensation is comprised of a mix of base salary, annual cash incentive awards and long-term incentive awards that include both cash and equity awards.

 

Compensation Decisions for 2010

 

Our 2009 financial performance, including our performance relative to our peers, along with the individual performance of our executive officers, served as key factors in determining compensation for 2010, including as follows:

 

 

Corporate Governance

 

We seek to maintain compensation programs that support good governance and our overall pay-for-performance philosophy, which are demonstrated by the following:

 

 

We encourage you to read this Compensation Discussion and Analysis for a detailed discussion and analysis of our executive compensation program, including information about the 2010 compensation of the named executive officers.

 

Compensation Program Objectives and Philosophy

 

Our executive compensation program is designed to attract and retain our officers and to motivate them to increase stockholder value on both an annual and a longer-term basis primarily by improving our earnings and return on invested capital and generating increasing levels of free cash flow.

 

The Compensation Committee structures compensation packages that are primarily weighted toward incentive forms of compensation to ensure that each officer’s interests are aligned with the interests of our stockholders. Our incentive forms of compensation do not focus on individual goals or individual performance, but instead focus on organization-wide strategic goals and objectives. We believe that stockholder interests are best served — and that our officers’ interests are best aligned with those of our stockholders — by establishing, working toward and achieving team-oriented strategic goals and objectives that affect our entire organization. The relationship between our ability to improve earnings and return on invested capital and to generate free cash flow is closely tied to the financial rewards received by our stockholders. Consequently, the success of our officers in improving earnings and return on invested capital and generating free cash flow is closely linked to the financial rewards they receive.

 

In early 2001 our Compensation Committee adopted a long-term cash incentive plan to reward our named executive officers’ ability to achieve our strategic objectives by generating increasing amounts of free cash flow and improving our return on invested capital over an extended time horizon.

 

Compensation Process and Advisors

 

Beginning in late 2003 and continuing to the present, the Compensation Committee retained the services of Pearl Meyer & Partners (“Pearl Meyer”) to assist the Compensation Committee with its review of compensation for our senior executives, including our named executive officers. In addition, Pearl Meyer was asked to conduct an annual market comparison analysis and also has been utilized as a regular advisor to the Compensation

Committee regarding ongoing compensation issues. The Compensation Committee retains Pearl Meyer directly, supervises all work assignments performed by them, and reviews and approves all work invoices received from Pearl Meyer for payment. Nevertheless, there are instances when Pearl Meyer must work with our management to obtain compensation information and data to perform its tasks. Our Nominating and Corporate Governance Committee also retains Pearl Meyer from time to time in connection with reviewing and establishing director compensation and related matters. Other than as described above, Pearl Meyer was not asked to perform any other services for us. Pearl Meyer is considered “independent” for SEC purposes.

 

In addition to Pearl Meyer, the Compensation Committee has the ability to retain any other advisors it deems necessary or desirable in order for it to discharge its duties. In 2008 and early 2009, the Compensation Committee retained the law firm of Fried, Frank, Harris, Shriver & Jacobson LLP to assist in the development of restated employment agreements for the named executive officers. The Compensation Committee has sole authority to terminate the retention of any consultant or advisor it has retained.

 

When making decisions regarding the compensation of named executive officers, the Compensation Committee considers data and analyses prepared by Pearl Meyer that include our prior performance and historical pay to the named executive officers and the appropriateness of such compensation compared to that of our peer group companies. General compensation surveys compiled by other consulting firms are also reviewed and considered by the Compensation Committee in determining the appropriateness of executive compensation. Finally, the Compensation Committee also considers the compensation recommendations set forth by the Chief Executive Officer for executive officers other than himself, but the Compensation Committee ultimately makes all decisions regarding executive officer compensation. In considering compensation matters generally, and the compensation packages of the named executive officers in particular, the Compensation Committee routinely meets in executive session outside the presence of the named executive officers or any of our other employees.

 

Elements of Compensation

 

For 2010 our compensation program for named executive officers consisted of the following components:

 

 

   –  Long-term cash incentive awards

 

   –  Equity compensation

 

 

Each of these components is reflected in the Summary Compensation Table and is discussed in detail below.

 

Why Each Element of Compensation is Paid and How the Amount of Each Element of Compensation is Determined

 

As mentioned above, our compensation packages are primarily weighted toward incentive compensation, although we do not adhere to a precise mathematical allocation between salary and incentive compensation. Nevertheless, a significant portion of our named executive officers’ total compensation is placed at risk through annual and long-term incentive cash and equity compensation.

 

Salaries. During 2010, the annual cash salaries for Messrs. O’Connor, Slager, Holmes, Rissman and Walbridge were $1,100,000, $875,000, $575,000, $400,000 and $418,750, respectively. These salaries reflected no increase from their 2009 ending salaries, except with respect to Mr. Walbridge, whose annual salary at the beginning of 2010 was $400,000 and which increased to $475,000 upon his promotion to Executive Vice President — Operations effective October 1, 2010. Effective January 1, 2011 when Mr. Slager became our Chief Executive Officer, his salary increased to $1,000,000 per year and Mr. O’Connor ceased receiving salary.

Annual Incentive Compensation. The annual cash incentive program provides our named executive officers with an opportunity to receive an annual cash award based on our achievement of certain objectives. Annual incentive compensation for each of our named executive officers is governed by our Executive Incentive Plan which was approved by our stockholders at our 2009 Annual Meeting. Under this plan, each of our named executive officers is eligible to receive annual incentive compensation upon achieving predetermined levels of (a) components of earnings per share (the “EPS Measure”) and (b) components of free cash flow (the “FCF Measure”), both of which are approved by the Compensation Committee at the beginning of each year following approval by the Board of our annual budget.

 

For 2010, we defined the FCF Measure, which is not a measure determined in accordance with U.S. GAAP, as cash provided by operating activities, less purchases of property and equipment received in 2010, plus proceeds from sales of property and equipment as presented in our consolidated statements of cash flows, adjusted to remove the impact of: (1) expenditures related to our merger with Allied, net of tax; (2) legacy Allied tax payments relating to Browning-Ferris Industries, Inc. risk management companies; (3) the loss on extinguishment of debt; and (4) other non-operational items not reflected in our budget, including proceeds or expenditures from business unit divestitures and taxes thereon, other legacy Allied tax payments or reversals, and costs associated with withdrawal from or termination of multi-employer pension plans.

 

We define the EPS Measure, which is not a measure determined in accordance with U.S. GAAP, as our reported earnings per share adjusted to remove the impact of: (1) restructuring charges attributable to the merger with Allied and costs to achieve synergies; (2) the loss on extinguishment of debt; and (3) other non-operational items not reflected in our budget, including gains or losses from divestitures net of tax and costs associated with withdrawal from or termination of multi-employer pension plans.

 

For 2010, if the FCF Measure target and the EPS Measure target were both met, but not exceeded, the percentage of Annual Incentive Target Payout amount to each named executive officer was calculated as a percentage of his salary as follows:

 

 

If the FCF Measure target was met or exceeded, and the EPS Measure target was exceeded, the targeted payout amount to each named executive officer would increase. That increase was approximately 4.17% of the targeted payout amount for each $0.01 by which we exceeded the EPS Measure target, up to a maximum of $0.24 per share, resulting in a possible maximum payout equal to 200% of the targeted payout amount calculated pursuant to the table above. There would have been no increase in the targeted payout amount to the named executive officers if the FCF Measure target was met or exceeded, but the EPS Measure target was not exceeded. If either target was not met, the annual incentive would have been paid at an amount below target if the FCF Measure threshold was met or the EPS Measure threshold was exceeded.

 

For 2010, the FCF Measure target was $721.0 million and the EPS Measure target was $1.66 per share. Actual results were FCF Measure of $776.3 million and EPS Measure of $1.71 per share, resulting in a payout at 120.8% of the targeted payout amount. Payments for the 2010 annual incentive are reflected in the Summary Compensation Table in the column titled Non-Equity Incentive Plan Compensation. These annual incentive payments to the named executive officers averaged approximately 133% of salary.

 

For 2011, the annual incentive design remains similar to 2010 with the measures again consisting of the FCF Measure and the EPS Measure. For 2011, if our targets for the FCF Measure and the EPS Measure are both met but not exceeded, the percentage of Annual Incentive Target Payout amount to each named executive officer will be the same percentage of his salary as set forth above for 2010, except that Mr. Slager’s target is 125% for 2011 and Mr. O’Connor will not be eligible for an annual incentive award in 2011. One-half of the targeted payout amount will be attributable to each measure. If the FCF Measure target is met or exceeded, and the EPS

Measure target is exceeded, the targeted payout amount to each named executive officer will increase. That increase is approximately 6.25% of the targeted payout amount for each $0.01 by which we exceed the EPS Measure target, up to a maximum of $0.16 per share, resulting in a possible maximum payout equal to 200% of the targeted payout amount calculated pursuant to the table above. There is no increase in the targeted payout amount to the named executive officers if the FCF Measure target is met or exceeded, but the EPS Measure target is not exceeded. If either target is not met, bonus will be paid at an amount below target if the FCF Measure threshold is met or the EPS Measure threshold is exceeded.

 

Long-Term Incentive Compensation. For 2010, long-term incentive compensation included a mix of a long-term cash program, restricted stock units and stock options. Long-term incentive compensation is intended to further align named executive officer compensation with the interests of our stockholders by motivating them to promote Republic’s long-term health and growth.

 

Long-Term Cash Incentive Compensation. Similar to annual incentive payments, long-term cash incentive payments are based on achieving pre-established performance goals which are set under our Executive Incentive Plan.

 

Long-term cash incentive awards are based on rolling periods of three years each. A new performance period begins on January 1 of each year, and payouts with respect to each performance period are scheduled to occur following the end of the applicable three-year period. The payouts of the long-term awards are based upon achieving pre-determined levels of (a) cash flow value creation (“CFVC”), which we define as net income plus after-tax interest expense plus depreciation, depletion, amortization and accretion less capital charges (net average assets multiplied by our weighted average cost of capital), and (b) return on invested capital (“ROIC”), both of which are approved by the Compensation Committee at the beginning of each three-year performance cycle. We believe that our stockholders are primarily concerned with our ability to generate free cash flow and provide them with a reasonable return on their investment. As such, we also believe that using these variables serves to closely align management’s interests with our stockholders’ interests. In addition, we believe that these variables tie long-term incentive compensation more directly to our and our officers’ actual performance rather than measures subject to the volatility of the stock market.

 

The Compensation Committee, with the advice of its initial compensation consultant, established targeted levels of CFVC and ROIC for our initial performance period of 2001 to 2003. These targets were the same for all participants in the plan and have been revised since that time for each subsequent performance period based on our actual performance, as well as business and financial projections of our future performance. Additionally, also with the advice of its initial compensation consultant, the Compensation Committee established dollar-based long-term incentive compensation payout targets for our initial performance period of 2001 to 2003. From then through early 2009, the Compensation Committee generally increased these payout targets in the range of 5% to 10% per performance period. The Compensation Committee currently sets target awards under the long-term incentive plan for the named executive officers at approximately 25% to 50% of the total long-term compensation target award, with the percentages varying based on the extent to which each named executive officer also receives restricted stock units.

 

If the CFVC or ROIC targets are exceeded during any performance period, the payout to named executive officers and other participants can be increased upward to a maximum of 150% of the targeted payout amount. On an annual basis, both the proposed targets for CFVC and ROIC and the proposed payout targets to participants have been reviewed by the compensation consulting firm then engaged by the Compensation Committee. Since 2004, Pearl Meyer has conducted this review.

 

During 2008, the long-term incentive payouts for the 2006 to 2008, 2007 to 2009 and 2008 to 2010 performance periods were accelerated and paid at target as a result of a change in control provision in the plan. The amounts of long-term incentive compensation paid to the named executive officers for the 2006 to 2008, 2007 to 2009, and 2008 to 2010 performance periods are reflected in the Summary Compensation Table in the column titled Non-Equity Incentive Plan Compensation. These long-term incentive plan payments to named executive officers in 2008 averaged 231% of salary and, when combined with annual incentive payments, averaged 328% of salary. Due to the acceleration of the payments, no long-term incentive payouts under the plan were made in 2009 or 2010.

In 2009, the Compensation Committee established the long-term incentive payout targets for the 2009 to 2011 performance period, based on CFVC and ROIC over the period. If our CFVC and ROIC targets are both met but not exceeded, the target awards payable in 2012 under this plan to Messrs. O’Connor, Slager, Holmes, Rissman and Walbridge were established at $1,250,000, $650,000, $500,000, $50,000 and $200,000, respectively. If our CFVC and ROIC each exceed their target by 15% or more, then the awards will be a maximum of 150% of the target awards stated above. If we achieve CFVC and ROIC at the threshold of 85% of target, awards will be 50% of the target awards stated above. Results between threshold and target, and results between target and maximum, will be interpolated. Each of the two measures, CFVC and ROIC, is weighted equally. If neither threshold is reached, no award will be paid for the 2009 to 2011 performance period. Due to his retirement as Chief Executive Officer effective January 1, 2011, Mr. O’Connor will be paid the target long-term incentive award for the 2009 to 2011 performance period, with such award payable no sooner than July 1, 2011 and no later than December 31, 2011.

 

In 2010, the Compensation Committee established the long-term incentive payout targets for the 2010 to 2012 performance period, based on targeted CFVC and ROIC over the period. If our CFVC and ROIC targets are both met but not exceeded, the target awards payable in 2013 under this plan to Messrs. O’Connor, Slager, Holmes, Rissman and Walbridge were established at $1,250,000, $650,000, $500,000, $250,000 and $220,000, respectively. If our CFVC and ROIC each exceed their target by 15% or more, then the awards will be a maximum of 150% of the target awards stated above. If we achieve CFVC and ROIC at the threshold of 85% of target, awards will be 50% of the target awards stated above. Results between threshold and target, and results between target and maximum, will be interpolated. Each of the two measures, CFVC and ROIC, is weighted equally. If neither threshold is reached, no award will be paid for the 2010 to 2012 performance period. Due to his retirement as Chief Executive Officer effective January 1, 2011, Mr. O’Connor will be paid one-third of the long-term incentive for the 2010 to 2012 performance period that he would have earned had he remained employed through the end of 2012, with such award payable within 60 days after the end of 2012.

 

In 2011, the Compensation Committee established the long-term incentive payout targets for the 2011 to 2013 performance period, based on targeted CFVC and ROIC over the period. If our CFVC and ROIC targets are both met but not exceeded, the target awards payable in 2014 under this plan to Messrs. Slager, Holmes, Rissman and Walbridge will be $900,000, $500,000, $250,000 and $250,000, respectively. If our CFVC and ROIC each exceed their target by 15% or more, then the awards will be a maximum of 150% of the target awards stated above. If we achieve CFVC and ROIC at the threshold of 85% of target, awards will be 50% of the target awards stated above. Results between threshold and target, and results between target and maximum, will be interpolated. Each of the two measures, CFVC and ROIC, is weighted equally. If neither threshold is reached, no award will be paid for the 2011 to 2013 performance period. Mr. O’Connor will not be eligible for a long-term incentive award for the 2011 to 2013 performance period.

 

Equity Compensation. Our executives also are eligible to participate in a long-term equity incentive program each year, which is administered under our Stock Incentive Plan. The long-term equity incentive component of our compensation program is used to balance the short-term focus of the annual cash incentive program by linking the ultimate value of the equity awards to our long-term performance. The Compensation Committee believes that long-term stock-based incentive compensation enhances our ability to attract and retain high quality talent and provides the motivation to improve our long-term financial performance and increase stockholder value.

 

The Compensation Committee has determined that it is appropriate to provide equity awards to our executive officers (in the form of restricted stock, restricted stock units, and/or stock options), as they align the interests of our executives with our stockholders. Restricted stock and restricted stock units encourage both the preservation of value already generated and growth in our future value. Stock options align the interests of our executives with new stockholders whose basis in our stock is at current share price and for whom growth in value from this point forward is of critical interest.

 

Historically, we made regular annual equity awards at the first Compensation Committee meeting of each year. We granted equity awards upon the closing of our merger with Allied in December 2008. Accordingly, we did not grant any regular annual equity awards for 2009. As described, below, however, we did grant equity awards during 2009 in connection with the amendment of certain of our executives’ employment agreements.

In 2010 we returned to a schedule of providing regular annual grants of equity awards. Grants for our executive officers were approved in October 2009 and became effective in January 2010.

 

We believe that equity awards offer significant motivation to our officers and other employees and serve to align their interests with those of our stockholders. While the Compensation Committee will continually evaluate the use of equity compensation types and amounts, it intends to continue to use such awards as part of our overall compensation program.

 

In 2009, Messrs. O’Connor, Slager and Holmes received grants of restricted stock upon the signing of their new employment agreements. Messrs. O’Connor, Slager and Holmes received restricted stock grants equal to 88,535, 38,670 and 22,134 shares, respectively. The restricted stock granted to Messrs. O’Connor and Holmes vested one year from their grant date. The restricted stock granted to Mr. Slager vests three years from the grant date.

 

In January 2010, Messrs. O’Connor, Slager, Holmes and Rissman were granted 87,169, 56,950, 43,585 and 17,434 restricted stock units, respectively. These restricted stock units vest in equal annual installments over four years and will be settled in common stock promptly after vesting (if not deferred into the Deferred Compensation Plan). In January 2010, Messrs. O’Connor, Slager, Holmes and Rissman were also granted 222,420, 115,658, 88,968 and 44,484 stock options, respectively. These stock options vest in equal annual installments over four years or as provided in their agreements. In February 2010, Mr. Walbridge was granted 23,000 stock options. These stock options also vest in equal annual installments over four years or as provided in the agreement.

 

In June 2010, Mr. Slager entered into an amended and restated employment agreement, which provided for Mr. Slager to become our Chief Executive Officer and continue as President when Mr. O’Connor retired as Chief Executive Officer on January 1, 2011. Pursuant to the agreement, Mr. Slager received shares of restricted stock with a value of $2,000,000 on June 25, 2010, which will vest 25% on each anniversary thereof, provided Mr. Slager is employed by us on such date, and which was in lieu of a discretionary annual grant of restricted stock for 2011.

 

In January 2011, Messrs. Holmes and Rissman were granted 41,597 and 16,639 restricted stock units, respectively. These restricted stock units vest in equal annual installments over four years and will be settled in common stock promptly after vesting (if not deferred into the Deferred Compensation Plan). In January 2011, Messrs. Slager, Holmes, Rissman and Walbridge also were granted 185,874, 92,937, 46,468 and 34,572 stock options, respectively. These stock options vest in equal annual installments over four years or as provided in their agreements.

 

Synergy Incentive Plan. The Synergy Incentive Plan provides a cash bonus for achieving measurable annual integration cost savings of between $100 million and $150 million. The implementation period for specific actions designed to achieve these savings is 2009 and 2010. The savings to be rewarded will be measured and subject to verification during 2011. We have worked with Deloitte Consulting LLC to develop: 1) a list of specific actions that will be implemented; 2) a rigorous process for tracking and measuring the cost savings and the cost to implement; and 3) a reporting process for management and the Board. An Integration Committee of the Board (as described under the section entitled “Board of Directors and Corporate Governance Matters — Integration Committee”) has been created to oversee the implementation of the cost savings initiatives. Management has and will continue to report at least quarterly to the Integration Committee on specific progress on implementing these actions and realizing the associated savings. The Integration Committee will review and approve any proposed modifications to the overall integration plan on an ongoing basis. The Compensation Committee, in cooperation with the Integration Committee, will approve awards to be made upon completion of the measurement period.

 

Under the Synergy Incentive Plan, the Compensation Committee approved for Messrs. O’Connor, Slager, Holmes and Walbridge maximum potential payouts of $15,000,000, $10,000,000, $8,000,000 and $1,000,000, respectively. Mr. Rissman was promoted in August 2009 and his total award under the Synergy Incentive Plan will be prorated between his periods of employment as Vice President and Deputy General Counsel and Executive Vice President, General Counsel and Corporate Secretary. The prorated maximum for Mr. Rissman is $533,333. Mr. Walbridge was promoted in October 2010 and his total maximum remains $1,000,000.

Awards under the Synergy Incentive Plan are presented as a maximum cash award. Maximum awards will pay out if 100% of the goal is achieved. Payout will be at 25% of maximum if the threshold goal is achieved. Achievement between threshold and maximum would result in a payout interpolated between the threshold and maximum payout. Based on our synergy savings during 2009 and 2010, we expect payouts under the Synergy Incentive Plan to be made in early 2012 at the maximum amounts.

 

Other Benefits and Perquisites. Our executive compensation program includes other benefits and perquisites as more fully shown in the “All Other Compensation” table. These benefits and perquisites are reviewed annually by the Compensation Committee with respect to amounts and appropriateness. For 2010, the benefits and perquisites to named executive officers fall primarily into the following general categories (a) matching contributions by us to 401(k) and deferred compensation accounts, (b) retirement contributions to deferred compensation accounts, and (c) value attributable to life insurance we afford our named executive officers beyond that which is offered to our employee population generally.

 

Matching Contributions. For all of our employees, including our named executive officers, we match a portion of contributions made by them into our 401(k) Plan. This match equals 100% of the first three percent of pay contributed and 50% of the next two percent of pay contributed by an employee. In addition, because our named executive officers are limited by federal law as to the amount they are permitted to contribute to our 401(k), which in 2010 was generally limited to $16,500 per year or $22,000 for persons 50 years old or older, we have established a Deferred Compensation Plan that permits them to defer additional amounts of their compensation to better provide for their retirement. Under the Deferred Compensation Plan, some participants are also eligible for matching contributions. The matching contribution under the Deferred Compensation Plan is equal to the lesser of two percent of the participant’s plan compensation over established 401(k) limits or 50% of the amount the participant has deferred.

 

Retirement Contributions. During 2005, we began making a retirement contribution to our senior executives’ deferred compensation accounts, including the accounts of our named executive officers. This contribution is reviewed annually, is discretionary on the part of the Compensation Committee, and may be deferred or discontinued at any time. The contribution amount is a fixed dollar amount and is dependent on the participant’s title and position in the organization. In determining the level of retirement contributions for participants, we began by conducting an actuarial analysis that established a benchmark against which any plan that was ultimately adopted could be compared. Following the establishment of this actuarial benchmark, we decided upon a reduced fixed dollar amount that has remained constant for participants over time. Retirement contribution amounts vest unless otherwise specified in one of four ways. First, the amounts vest upon an officer satisfying the age, service and, in certain instances, notice requirements necessary to qualify for retirement. Second, in the event of death or disability, the retirement contributions vest immediately. Third, if an officer’s employment is terminated “without cause,” the retirement contributions vest immediately but are not available to the officer until the fifth anniversary of the termination date. Fourth, if we complete a transaction that is deemed a change in control, all retirement contributions vest immediately and may be paid out depending upon the original election of the participant. Per their employment agreements effective May 2009, Messrs. O’Connor and Holmes were credited $2,250,000 and $1,000,000, respectively, in their deferred compensation account in January 2010. These amounts were immediately vested on the grant date and will be paid in accordance with the terms of the plan. Mr. Rissman received a $65,000 contribution to his deferred compensation account in each of February 2010 and February 2011. Mr. Rissman’s contribution will vest under the terms of the Executive Deferred Compensation Plan, as described above. Under his employment agreement, Mr. Slager is entitled to a similar benefit. This benefit, which was preserved in his new employment agreement from his prior agreement with Allied, requires us to pay Mr. Slager a specified amount after termination of his employment for any reason other than his actions or omissions that constitute dishonesty. This payment per his agreement is an amount equal to $2,287,972, increased at an annual rate of 6%, compounded annually from the effective time of the merger until the date of termination. Mr. Walbridge received a $65,000 contribution to his deferred compensation account in each of February 2009, February 2010 and February 2011. Mr. Walbridge’s contribution will vest under the terms of the Executive Deferred Compensation Plan, as described above.

Relocation. We provided Messrs. O’Connor and Holmes certain relocation benefits in 2009, reflecting our belief that it was in our best interests to maintain the leadership of Messrs. O’Connor and Holmes by encouraging their moves to our new corporate headquarters in Arizona.

 

Supplemental Life Insurance. We provide life insurance equal to one times salary for all of our full-time, non-probationary employees. Under their employment agreements, however, we provide life insurance equal to two times salary for Mr. Holmes and we provided life insurance equal to two times salary for Mr. O’Connor until his retirement. Historically, proceeds under this life insurance policy were used to mitigate any payment we made to the estate of our named executive officers under their respective employment agreements. Under the terms of his amended and restated employment agreement effective May 2009, the proceeds under Mr. Holmes’ life insurance policy are no longer used to mitigate any payments under the terms of his agreement. Under the terms of his amended and restated employment agreement effective May 2009, and until the date of his retirement, the proceeds under Mr. O’Connor’s life insurance policy were no longer used to mitigate any payments under the terms of his agreement. The proceeds would be additional payments made to their estate or other designated beneficiary.

 

Airplane Use. Our Chief Executive Officer is permitted to use our airplane for personal travel. Mr. O’Connor was permitted to use our airplane for personal travel prior to his retirement on January 1, 2011, and Mr. Slager has been permitted to use the airplane for personal travel since January 1, 2011. The amount reflected in the All Other Compensation table as “Aircraft Usage” represents the incremental cost of providing our aircraft to Mr. O’Connor for personal travel. At each quarterly meeting of our Compensation Committee, our Chief Executive Officer’s personal use of our airplane for the immediately preceding quarter is reviewed for reasonableness.

 

Dividends. Our executives have received grants of restricted stock and restricted stock units. Following the date that the restricted stock or restricted stock units are granted to them, they receive any dividends we declare on our common stock. For restricted stock units, the dividends are in the form of additional restricted stock units with a value (based on the closing price of Republic stock on the dividend payment date) equal to the value of dividends they would have received on the shares of stock underlying all restricted stock units held by them on the dividend record date. Because we grant restricted stock and restricted stock units to align these individuals’ interests with those of our stockholders, which includes the economic rewards and risks attendant with share ownership, we believe that permitting the officers to receive dividends on awards not yet vested is appropriate.

 

How Each Compensation Element Fits into the Overall Compensation Objectives and Affects Decisions Regarding Other Elements

 

In establishing compensation packages for our named executive officers, we consider numerous factors, including the particular executive’s experience, expertise and performance, our overall performance, and compensation packages available in the marketplace for similar positions. As noted above, greater emphasis is placed on forms of incentive compensation than on salary.

 

When considering the marketplace, we place particular emphasis upon compensation packages available at a targeted universe of peer group companies. The Compensation Committee has consistently worked to establish a meaningful set of peer group companies. We use this set of peer group companies as a reference only and do not target a specific percentile positioning for compensation amounts.

 

As noted above, the Compensation Committee selects and works with independent compensation consultants to evaluate our executive compensation program in light of the marketplace to make sure the program is competitive. In consultation with Pearl Meyer, the Compensation Committee revised our peer group in the fall of 2008 as part of the post-merger compensation planning to reflect the new and significantly larger dimensions of our company, and again in July 2009 taking into consideration comparable revenue size, market capitalization and industry or business complexity. The Compensation Committee, in consultation with Pearl Meyer, evaluated the peer group in November 2010 and made no changes. Our peer group since July 2009 consists of the following companies:

 

 

The Compensation Committee considered the compensation programs of these peer group companies as context in establishing the structure and levels of compensation for our named executive officers for 2011.

 

Executive Separation Policy

 

In February 2010, the Compensation Committee adopted the Republic Services, Inc. Executive Separation Policy to ensure that Republic is well-positioned to attract and retain the most qualified and capable professionals to serve in key executive positions to maximize the value of Republic for the benefit of our stockholders. The Compensation Committee also established the policy to enable the Compensation Committee to cover executives under the policy who may be hired or promoted in the future rather than entering into individualized employment agreements with those executives. The policy describes the separation benefits that we will provide the executives under certain circumstances if their employment ends. 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 us. Currently, Mr. Rissman is the only named executive officer who does not have an employment agreement and is thus covered under the policy.

 

Under the policy, Covered Executives (other than those who have employment agreements) will receive severance benefits if we terminate their employment without cause (as defined in the policy). 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). Severance benefits under the policy are payable only if the employee signs the appropriate form of our Non-Competition, Non-Solicitation, Confidentiality and Arbitration Agreement and signs a separation agreement containing a waiver and release of legal claims. The Compensation Committee may modify or terminate the policy prior to a change in control for all Covered Executives who have not had a termination of employment prior to the modification or termination as long as the modification applies to all Covered Executives in the same category.

 

Employment Agreements

 

We maintain employment agreements with some of our senior executives to clarify their employment rights and responsibilities and to impose certain post-employment limitations on their rights to compete with us or to solicit our customers or employees. For information regarding these agreements, see “Executive Compensation — Employment Agreements and Post-Employment Compensation.”

 

Deductibility of Executive Compensation

 

Our compensation programs are structured to support organization goals and priorities and stockholder interests. Section 162(m) of the Internal Revenue Code currently limits the deductibility for federal income tax purposes of compensation in excess of $1.0 million paid to each of any publicly held corporation’s chief executive officer and three other most highly compensated executive officers (excluding the Chief Financial Officer). We may deduct

certain types of compensation paid to any of these individuals only to the extent that such compensation during any year does not exceed $1.0 million. Qualifying performance-based compensation is not subject to the deduction limits if certain requirements are met. We do not have a policy that requires all of our compensation to be deductible for purposes of Section 162(m). We consider accounting treatment when making compensation determinations, but it is not fully determinative.

 

The options we grant to our executive officers are intended to qualify as performance-based compensation that is not subject to deduction limits. The restricted stock and restricted stock units we grant to our executive officers do not so qualify because they vest over time rather than based on performance. Payments under the Executive Incentive Plan approved by stockholders at the May 2009 Annual Meeting, including annual, long-term and synergy payments, are intended to qualify as performance-based compensation that complies with Section 162(m). However, due to his promotion more than 90 days after the commencement of the relevant performance periods, some or all of the amount paid to Mr. Rissman under the synergy award or for the 2009 to 2011 long-term incentive award may not be deductible under Section 162(m).

 

Compensation Committee Interlocks and Insider Participation

 

Messrs. Flynn, Foley, Larson, Sorensen, and Wickham served as members of the Compensation Committee during 2010. No member of the Compensation Committee was an officer or employee of Republic during the prior year or was formerly an officer of Republic. During the year ended December 31, 2010, none of our executive officers served on the compensation committee or board of any other entity, any of whose executive officers served either on our Board or on our Compensation Committee.

 

Compensation Committee Report

 

The following statement made by the Compensation Committee shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act and shall not otherwise be deemed filed under either of these acts.

 

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

 

 

Submitted by the Compensation Committee:

 

William J. Flynn, Chairperson

David I. Foley

Michael Larson

Allan C. Sorensen

Michael W. Wickham

Compensation Program as It Relates to Risk Management

 

We do not believe our compensation program for either our named executive officers or our other employees encourages excessive or inappropriate risk-taking or creates risks that would be reasonably likely to have a material adverse effect on us. We believe our compensation program effectively aligns our corporate and field management teams with our overall goals by motivating them to increase stockholder value on both an annual and a longer-term basis, primarily by improving our earnings and return on invested capital and generating increasing levels of free cash flow. We achieve this by using simple and measurable metrics to determine incentive pay.

 

Our annual incentives for executives and corporate and region managers are based on achieving free cash flow and earnings per share goals established by the Compensation Committee. Our long-term incentive plan (“LTIP”) compensation for executives and senior managers is based on achieving ROIC and cumulative CFVC goals established by the Compensation Committee. We also provide executives and senior managers equity awards as approved by the Compensation Committee to reinforce each manager’s commitment to stockholder return.

 

Area Presidents and their key managers participate in the LTIP and equity incentive plan. Their short-term incentive compensation is tied to corporate financial results, plus the financial and operating metric results in the area they manage. Their primary financial performance measure is area incentive operating income. Key area operating metrics include safety, pricing and net sales growth.

 

General Managers in our field organizations receive stock options as their long-term incentive to align them with our stockholders. General Managers and their teams also receive salary and short-term incentive compensation tied to achieving incentive operating income and operating metrics defined during our budget process. Operating metrics could include any combination of price increases, productivity improvements, safety, net sales growth, environmental compliance and capital budget management, depending on the current year priorities as set by their senior managers.

 

We compensate our field sales organization with salary and sales commissions tied to selling or retaining profitable business.

 

All of our cash incentive plans contain maximum payout limits to ensure that windfall gains in business outcomes do not lead to exaggerated compensation results or to inappropriate risk-taking.

 

In addition, we maintain stock ownership guidelines for executive officers, along with anti-hedging policies, both of which encourage long-term performance rather than short-term windfalls.

Summary Compensation Table

 

The following table sets forth compensation information regarding (a) our Chief Executive Officer in 2010, (b) our Chief Financial Officer in 2010, and (c) our other executive officers whose reportable compensation for 2010 was in excess of $100,000. We refer collectively to these five individuals as our named executive officers. Positions listed are as of December 31, 2010.

 

 

 

All Other Compensation

 

 

 

Grants of Plan-Based Awards in 2010

 

The following table sets forth information concerning each grant of an award we made to a named executive officer during the year ended December 31, 2010 under our Executive Incentive Plan and 2007 Stock Incentive Plan. Information regarding our awards under these plans is included in our Compensation Discussion and Analysis under the headings Annual Incentive Compensation, Long-Term Cash Incentive Compensation, Synergy Incentive Compensation and Equity Compensation.

 

 

 

Outstanding Equity Awards at Fiscal Year-End

 

The following table sets forth information concerning unexercised options and unvested restricted stock outstanding for each of our named executive officers at December 31, 2010: