Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On March 23, 2021, the Board of Directors (the "Board") of Republic Services, Inc. ("Republic") elected Brian S. Tyler, 54, to serve on the Board, effective April 1, 2021. Mr. Tyler will initially be a member of the Audit Committee as well as the Sustainability & Corporate Responsibility Committee.

Mr. Tyler will receive equity and cash compensation in accordance with Republic's previously adopted compensation arrangements for non-employee directors, including: (1) an annual grant of restricted stock units ("RSUs") that have a fair market value of $230,000 as of the grant date, with the grant for 2021 to be prorated for the portion of the year following his election to the Board; and (2) an annual retainer of $100,000 to be prorated for the portion of 2021 following his election to the Board. In addition, at the end of any quarter in which dividends are distributed to stockholders, Republic's non-employee directors, including Mr. Tyler, receive additional RSUs with a value (based on the closing price of Republic common stock on the dividend payment date) equal to the value of dividends they would have received on all RSUs they held on the dividend payment date. The RSUs vest immediately upon grant and will be settled through the issuance of shares of Republic common stock upon the director's termination of service from the Board or three years after they are granted, unless they are deferred into Republic's Deferred Compensation Plan.

There is no arrangement or understanding between Mr. Tyler and any other persons pursuant to which he was selected as a director. Mr. Tyler has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 8.01 Other Events.

On March 26, 2021, Republic issued a press release announcing Mr. Tyler's election to the Board. A copy of this press release is incorporated herein by reference as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



Exhibit
  No.       Description

99.1          Press release of Republic Services, Inc. dated March 26, 2021 to
            announce the election of Mr. Tyler.

104         Cover Page Interactive Data File - the cover page XBRL tags are
            embedded within the Inline XBRL document




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