Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. OnJuly 28, 2020 , the Board of Directors (the "Board") ofRepublic Services, Inc. ("Republic") electedMichael A. Duffy , 50, to serve on the Board, effective immediately.Mr. Duffy will initially be a member of the Audit Committee as well as theSustainability & Corporate Responsibility Committee .Mr. Duffy 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 2020 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 2020 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, includingMr. Duffy , 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 betweenMr. Duffy and any other persons pursuant to which he was selected as a director.Mr. Duffy 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. OnJuly 30, 2020 , Republic issued a press release announcingMr. Duffy'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 ofRepublic Services, Inc. dated
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