Republic Services (RSG) Proxy Filing summary

Executive summary

• Achieved 7% revenue growth and 19% increase in EPS for 2024, with $3.94B in operating cash flow and $1.18B returned to shareholders through dividends and buybacks.

• Strategic focus on recycling, environmental solutions, and sustainability innovation, including major investments in plastics circularity and renewable natural gas projects.

• Maintained high employee engagement (score of 86, 99% participation) and zero employee fatalities in 2024.

• Recognized for leadership in ethics, innovation, and climate change management, with inclusion in major sustainability indices.

Voting matters and shareholder proposals

• Shareholders to vote on election of 12 directors, advisory approval of executive compensation, and ratification of Ernst & Young LLP as independent auditor for 2025.

• Board recommends voting FOR all proposals.

• Shareholder rights include proxy access, written consent, and director nomination procedures.

Board of directors and corporate governance

• Board reduced to 12 members for 2025, with nearly all independent and an average tenure of 6.8 years.

• Active board refreshment, with two new directors since 2023, and robust director onboarding and evaluation processes.

• Board committees: Audit, Talent & Compensation, Finance, Governance, and Sustainability & Corporate Responsibility, all chaired by independent directors.

• Strong governance practices: annual director elections, majority vote standard, anti-hedging/pledging, clawback policy, and one share/one vote structure.

• Shareholder engagement reached 57% of outstanding shares in 2024.