Republic Services (RSG) 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 12, 2011 (May 12, 2011)

Republic Services, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation) 1-14267
(Commission File Number) 65-0716904
(IRS Employer Identification No.)

18500 North Allied Way
Phoenix, Arizona (Address of principal executive offices)	85054 (Zip Code)

Registrant’s telephone number, including area code: (480) 627-2700

Not Applicable
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 5.07 Submission of Matters to a Vote of Security Holders
SIGNATURES

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 12, 2011, Republic Services, Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders. The stockholders 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
James W. Crownover		317,236,835		2,093,681		105,477		19,460,029
John W. Croghan		313,474,183		5,857,079		104,731		19,460,029
William J. Flynn		276,903,406		42,426,487		106,100		19,460,029
Michael Larson		283,531,185		35,793,634		111,174		19,460,029
Nolan Lehmann		317,032,143		2,296,810		107,040		19,460,029
W. Lee Nutter		317,300,914		2,028,003		107,076		19,460,029
Ramon A. Rodriguez		313,589,051		5,740,107		106,835		19,460,029
Donald W. Slager		312,590,388		6,741,055		104,550		19,460,029
Allan C. Sorensen		285,596,414		33,735,775		103,804		19,460,029
John M. Trani		317,273,728		2,056,953		105,312		19,460,029
Michael W. Wickham		285,620,010		33,712,090		103,893		19,460,029

2. The proposal to approve the compensation of our named executive officers was approved based upon the following advisory, non-binding votes:

Votes for	197,699,048
Votes against	118,134,918
Abstentions	3,602,027
Broker non-votes	19,460,029

3. The stockholders recommended that we conduct future advisory votes on executive compensation every one year based upon the following advisory, non-binding votes:

Every one year	179,940,623
Every two years	2,390,721
Every three years	134,223,757
Abstentions	2,880,892
Broker non-votes	19,460,029

4. The proposal to approve the Amended and Restated 2007 Stock Incentive Plan was approved based upon the following votes:

Votes for	267,879,857
Votes against	51,003,392
Abstentions	552,744
Broker non-votes	19,460,029

5. The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent public accountants for 2011 was approved based upon the following votes:

Votes for	334,675,649
Votes against	4,156,377
Abstentions	63,996
Broker non-votes	-0-

6. The stockholder proposal regarding payments upon the death of a senior executive was not approved based upon the following votes:

Votes for	139,808,673
Votes against	170,488,060
Abstentions	9,139,260
Broker non-votes	19,460,029

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Republic Services, Inc.
Date: May 12, 2011	By:	/s/ Tod C. Holmes
		Tod C. Holmes
		Executive Vice President and Chief Financial Officer (Principal Financial Officer)
	By:	/s/ Charles F. Serianni
		Charles F. Serianni
		Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)

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