Republic Services (RSG) Proxy filing summary

Executive summary

• Achieved 3.5% revenue growth and 5.5% EPS growth in 2025, with $4.3B in operating cash flow and $2.43B in adjusted free cash flow, returning $1.6B to shareholders and investing $1.1B in acquisitions.

• Maintained strong customer retention (94%) and advanced sustainability initiatives, including fleet electrification, landfill gas-to-energy projects, and plastics circularity through Polymer Centers and joint ventures.

• Employee engagement reached a record high (score of 87, 98% participation), with continued focus on safety, inclusivity, and talent development.

Voting matters and shareholder proposals

• Shareholders will vote on the election of 13 directors, an advisory say-on-pay vote for executive compensation, and ratification of Ernst & Young LLP as the independent auditor for 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 13 directors, nearly all independent, with an average tenure of 7.1 years and average age of 59.

• Active board refreshment, with three new independent directors added in the last three years and a mandatory retirement age of 75.

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

• Comprehensive onboarding and continuing education for directors, including AI governance training.

• Shareholder engagement program includes proxy access, annual director elections, and one share/one vote structure.