Item 5.07 Submission of Matters to a Vote of Security Holders. OnMay 21, 2021 ,Republic Services, Inc. ("Republic" or the "Company") held its 2021 Annual Meeting of Shareholders (the "Annual Meeting"). The shareholders voted on the matters set forth below: 1. The nominees for election to the Board of Directors were elected, each for a one-year term, based upon the following votes: Nominee Votes For Votes Against Abstentions Broker Non-Votes Manuel Kadre 278,851,688 1,329,685 64,529 12,820,791 Tomago Collins 279,301,804 879,517 64,581 12,820,791 Michael A. Duffy 279,949,068 235,384 61,450 12,820,791 Thomas W. Handley 273,265,032 6,917,381 63,489 12,820,791 Jennifer M. Kirk 278,377,390 1,813,755 54,757 12,820,791 Michael Larson 266,622,097 13,552,987 70,818 12,820,791 Kim S. Pegula 278,882,691 1,299,360 63,851 12,820,791 James P. Snee 277,984,220 2,201,441 60,241 12,820,791 Brian S. Tyler 261,836,821 18,346,041 63,040 12,820,791 Sandra M. Volpe 278,366,877 1,821,897 57,128 12,820,791 Katharine B. Weymouth 277,507,490 2,678,817 59,595 12,820,791
2. The proposal to approve the compensation of the Company's named executive officers was approved based upon the following advisory, non-binding votes: Votes for
257,575,586 Votes against 22,134,068 Abstentions 536,248 Broker non-votes 12,820,791 3. The proposal to ratify the appointment ofErnst & Young LLP as the Company's independent registered public accounting firm for 2021 was approved based upon the following votes: Votes for 291,065,978 Votes against 1,936,795 Abstentions 63,920 Broker non-votes -
4. The shareholder proposal to incorporate ESG metrics into executive compensation was not approved based upon the following votes: Votes for
39,706,206 Votes against 237,072,941 Abstentions 3,466,755 Broker non-votes 12,820,791 According to anArizona statute, if a person or group acquires 20% or more of the stock of a public corporation, the shares in excess of the 20% threshold may not be voted on matters other than the election of directors (subject to limited exceptions). This statute, on its face, applies to any public company that is headquartered inArizona , has assets of at least$1 million inArizona and has more than 500 Arizona employees. In a 2007 decision, a federal court inArizona stated that the statute is unconstitutional and unenforceable in the case of an entity, like Republic, that is incorporated inDelaware . If the statute were deemed to be enforceable and applicable to us and to the shares of our common stock held byCascade Investment, L.L.C. ("Cascade") (which held approximately 34.1% of our common stock as of the record date for the Annual Meeting), approximately 45 million fewer shares would have been voted for each of proposals two through four, but the outcome of the decisions on those matters would not have been impacted. The Company does not currently take any position regarding the enforceability of the statute or its application to us or the common stock voted by Cascade.
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