Republic Services, Inc. (RSG) Earnings Call Transcript & Summary

Welcome to the 2020 Annual Meeting of Shareholders for Republic Services, Inc. Our host for today's call is Don Slager, CEO. [Operator Instructions] I would now like to turn the call over to your host. Mr. Slager, you may begin.

Good morning. I'm Don Slager, CEO of Republic Services, and I want to welcome you to our 2020 Annual Meeting of Shareholders. I'm also a member of our Board of Directors and I will be acting as the Chairman of this meeting. In light of recent public health concerns relating to COVID-19, we are holding this year's Annual Meeting through this virtual format to give our shareholders the opportunity to safely participate in our meeting and engage with us. I'm joined today by Catharine Ellingsen, the company's Chief Legal Officer and Corporate Secretary. She will be acting as Secretary of this meeting. Also joining us by phone is Ernst & Young, our independent registered public accounting firm. They will be available during the question-and-answer session to respond to appropriate questions. Finally, the company has appointed Broadridge Financial Services to act as Inspector of Election. Andrew Wilcox from Broadridge is joining us by phone and has taken oath of Inspector of Election earlier this morning. Before we commence the formal portion of the meeting, I'm going to turn it over to Catharine for her to review a few housekeeping matters.

Thanks, Don. [Operator Instructions] After we give an overview of the items of business being considered at this meeting, we will seek to answer submitted questions that relate only to those items of business. If you have any questions relating to Republic Services, but not specifically related to the items of business covered at the meeting, you may reach out to our Investor Relations team at [email protected]. And those questions will be answered in a timely manner. Second, if you are a shareholder of Republic Services that logged in using your unique control ID number, you may also vote your shares during the meeting by clicking on the Vote Here button on the bottom right-hand side of your screen. If you have already voted your shares, there is no need to vote again during today's meeting unless you'd like to change your vote. Finally, we'd like to note that this meeting is being recorded. However, no one attending via webcast or telephone is permitted to use any audio recording device. It is now shortly after 10:30 a.m. Pacific Time on May 8, 2020, and this meeting is officially called to order. The agenda for the meeting should be visible on the top right-hand side of your screen and a link to the rules of conduct is available under the Meeting Materials section of the screen. We intend to strictly follow the agenda and the rules of conduct in carrying out the business of this meeting. The Board of Directors fixed March 11, 2020, as the record date for determining the shareholders entitled to vote at this meeting. I have been provided with an affidavit from Broadridge Financial Services, establishing that notice of this meeting was duly provided to shareholders in accordance with our bylaws. There were 319,153,454 shares of common stock of the company outstanding and entitled to vote as of the record date. Our Inspector of Election has informed us that there are 293,021,737 shares of common stock of the company, representing 91.8% of outstanding shares present in person or represented by proxy. Accordingly, a quorum is present for purposes of transacting business.

Thanks, Catharine. The polls are now open, and I will present the matters to be voted on at today's meeting. There are 4 proposals on the ballot. All of these proposals were presented and described in the company's proxy statement dated March 24, 2020. Proposal 1 is the election of directors. The current Board has nominated the following 10 directors to hold office until the 2021 Annual Meeting of Shareholders or until their successors are duly elected and qualified. Manuel Kadre, Tomago Collins, Thomas W. Handley, Jennifer M. Kirk, Michael Larson, Kim S. Pegula, Donald W. Slager, James P. Snee, Sandra M. Volpe and Katharine B. Weymouth. Proposal 2 is the advisory vote to approve the compensation of our named executive officers as described in the proxy statement. This is a nonbinding vote, although the Board and the Compensation Committee will certainly take the vote results into account when making future compensation decisions. Proposal 3 is the ratification of Ernst & Young as our independent registered public accounting firm for the fiscal year ending December 31, 2020. And Proposal 4 is the approval of the Republic Services Inc. 2021 Stock Incentive Plan. Our Board recommends voting in favor of all 4 proposals. Let the record reflect that all 4 proposals are deemed submitted to the shareholders. We will now open the floor for any questions or comments on any of the proposals. [Operator Instructions] As a reminder, we will seek to answer questions that relate only to the items of business previously outlined. This question-and-answer session will be limited to 10 minutes. And if we're unable to answer all relevant questions during this time, we will post responses to the unanswered questions on our Investor Relations website. If you have any questions related to Republic Services, but not specifically related to the items of business for the meeting, you can submit them to our Investor Relations team at [email protected], and those questions will be answered in a timely manner. Catharine, have we received any questions related to the business of the meeting?

No, we have not received any questions related to the business at hand.

If there being no further questions, the polls are about to close. Any shareholder who hasn't yet voted or wishes to change their vote, may do so by clicking the voting button on the web portal and following the instructions on the screen. Shareholders who have sent in proxies or voted via telephone or internet and do not want to change their vote, do not need to take any further action. [Voting]

Okay, then now that everyone has had the opportunity to vote, I now declare the polls for the 2020 Republic Services, Inc. Annual Shareholder Meeting closed. Catharine, do we have the preliminary vote results?

We do. We have been informed by the Inspector of Election that the preliminary vote report shows the following. Each of the 10 Director nominees has been elected. The compensation of the company's named executive officers has been approved by advisory vote. The appointment of Ernst & Young has been ratified as the company's independent registered public accounting firm for 2020. And finally, the Republic Services Inc. 2021 Stock Incentive Plan has been approved. We will be reporting the final vote results in a Form 8-K to be filed within 4 business days.

Thank you, Catharine. There being no further business to come before the meeting, the 2020 Annual Meeting of Shareholders of Republic Services, Inc. is now adjourned.

This concludes the meeting. Thank you for joining, and have a pleasant day.