UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant   x                              Filed by a Party other than the Registrant  ¨

Check the appropriate box:

REPUBLIC SERVICES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

April 2, 2015

Dear Shareholder:

We are pleased to present you with the 2015 Republic Services Proxy Statement and cordially invite you to attend the 2015 annual meeting of shareholders (the “Annual Meeting”), which we will hold at 10:30 a.m., local time, on Thursday, May 14, 2015, at the Scottsdale Marriott at McDowell Mountains, 16770 North Perimeter Drive, Scottsdale, Arizona 85260.

We approached this year’s proxy statement with a heightened focus on clarity and transparency of our corporate governance structures and executive compensation program.

A Record of Performance. As the second largest provider of recycling and solid waste services in North America, we are dedicated to delivering dependable solutions for recycling and waste challenges. With this approach in mind, we successfully drove shareholder value over the long-term by using our cash flow efficiently. We have delivered consistent, positive returns to our shareholders, and have a long history of increasing cash returns to shareholders through dividends and share repurchases. Our keen focus on delivering shareholder value is based on key long-term strategic initiatives, which include:

Engaging with Shareholders. We brought a renewed focus to shareholder engagement in 2014 with respect to corporate governance and executive compensation matters. Our independent Chairman of the Board and Compensation Committee Chairman engaged directly with some of our largest investors, while our management team engaged with many more. In all, we engaged with shareholders holding approximately 60% of our outstanding shares. We and the rest of the Board are encouraged by the thoughtful feedback we heard from our shareholders. Our dialogue gave us a lot to think about, and we made a number of changes in our executive compensation program that we believe address the concerns our shareholders raised. We have described our program updates in detail in this year’s proxy statement.

In 2015, we continue to seek shareholder input on our corporate governance and executive compensation program to ensure that it is well-designed to incentivize our management team to drive shareholder value.

Sincerely,

Ramon A. Rodriguez				Donald W. Slager
Chairman of the Board				President & Chief Executive Officer

18500 N. Allied Way

Phoenix, Arizona 85054

NOTICE OF THE 2015 ANNUAL MEETING OF SHAREHOLDERS

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting of Shareholders to be Held on May 14, 2015

This Proxy Statement relating to the 2015 annual meeting of shareholders and the Annual Report on

Form 10-K for the year ended December 31, 2014 are available at www.proxyvote.com.

To the Shareholders of Republic Services, Inc.:

The 2015 annual meeting of shareholders (the “Annual Meeting”) of Republic Services, Inc., a Delaware corporation, will be held at the Scottsdale Marriott at McDowell Mountains, 16770 North Perimeter Drive, Scottsdale, Arizona 85260, on May 14, 2015 at 10:30 a.m., local time, for the following purposes:

Only shareholders of record at the close of business on March 17, 2015 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting or any adjournment of it. A list of such shareholders will be available commencing April 6, 2015, and may be examined prior to the Annual Meeting at our corporate headquarters during normal business hours.

We are pleased to take advantage of Securities and Exchange Commission rules that allow us to furnish these proxy materials and our Annual Report on Form 10-K on the internet. Shareholders of record have been mailed a Notice of Internet Availability of Proxy Materials, which provides shareholders instructions on how to access the proxy materials and our Annual Report on Form 10-K on the internet and, if they prefer, how to request paper copies of these materials. We believe posting these materials on the internet enables us to reduce the environmental impact of our Annual Meeting, provide you the information you need more quickly, and lower our printing and delivery costs.

Your participation at our Annual Meeting is important. To ensure your representation, if you do not expect to be present at the meeting, please vote your shares as instructed in your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction card at your earliest convenience. Your prompt return of proxies will ensure a quorum and save us the expense of further solicitation.

By Order of the Board of Directors,

Ramon A. Rodriguez				Donald W. Slager
Chairman of the Board				President & Chief Executive Officer

Phoenix, AZ

April 2, 2015

18500 N. Allied Way

Phoenix, Arizona 85054

TABLE OF CONTENTS

Republic Services, Inc. 2015 Proxy Statement     i

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 14, 2015

This Proxy Statement relating to the 2015 annual meeting of shareholders and the Annual Report on Form 10-K for the year ended December 31, 2014 are available at www.proxyvote.com.

ii     Republic Services, Inc. 2015 Proxy Statement

PROXY STATEMENT

We are providing this proxy statement to shareholders in connection with the solicitation by the Board of Directors (the “Board”) of Republic Services, Inc., a Delaware corporation (“Republic,” “we,” “us” or “our”), of proxies to be voted at the annual meeting of shareholders to be held in Scottsdale, Arizona on May 14, 2015 (the “Annual Meeting”), and at any adjournment thereof, for the purposes set forth in the accompanying notice.

The Securities and Exchange Commission (“SEC”) allows us to deliver a single Notice of Internet Availability of Proxy Materials to one address shared by two or more shareholders. This delivery method is referred to as “householding” and can result in cost savings for us. We deliver a single package containing Notices of Internet Availability of Proxy Materials to multiple shareholders who share an address. If you prefer to receive separate packages containing the Notices of Internet Availability of Proxy Materials, or if you currently are a shareholder sharing an address with another shareholder and wish to receive only one package containing future Notices of Internet Availability of Proxy Materials for your household, please send us your request in writing at the following address: Republic Services, Inc., Attn: Investor Relations Department, 18500 North Allied Way, Phoenix, Arizona 85054.

As permitted by SEC rules, we are making our proxy statement and our Annual Report on Form 10-K available electronically via the internet. On or about April 2, 2015, we are mailing to our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access this proxy statement and our Annual Report on Form 10-K and how to vote online. Shareholders who receive the notice will not receive a printed copy of the proxy materials in the mail. If you would like to receive a printed copy, please follow the instructions included in the Notice of Internet Availability of Proxy Materials.

Republic Services, Inc. 2015 Proxy Statement     1

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

WHAT IS THE RECORD DATE AND WHO MAY VOTE AT THE ANNUAL MEETING?

Our only voting stock currently outstanding is our common stock. You may vote if you were a holder of record of Republic common stock as of the close of business on March 17, 2015 (the “Record Date”).

The trustee of our 401(k) Plan will vote shares held in each participant’s account in accordance with instructions provided by the participant on a completed proxy card. If a participant does not provide a completed proxy card, the trustee of the 401(k) Plan will vote the shares in a participant’s account in the same proportion that it votes shares for which it received valid and timely proxy cards from other participants or as otherwise required by applicable law.

WHAT WILL I BE VOTING ON?

The following proposals will be considered at the Annual Meeting:

HOW MANY VOTES DO I HAVE?

You will have one vote for every share of our common stock you owned as of the close of business on March 17, 2015.

WHAT CONSTITUTES A QUORUM FOR THE ANNUAL MEETING?

As of March 17, 2015, 352,455,813 shares of our common stock were outstanding and entitled to vote. A quorum is at least a majority of the voting power represented by the shares of our common stock, or 176,227,907 shares. Abstentions and broker shares, which are shares held in street name, that are voted as to any matter presented at the meeting will be included in determining the number of shares present or represented at the Annual Meeting. Broker shares that are not voted on any matter at the Annual Meeting will not be included in determining the number of shares present or represented. A quorum must be present or represented at the Annual Meeting for any action to be taken. If a quorum is not present or represented, the holders of a majority of the shares entitled to vote who are present or represented at the Annual Meeting, or the chairman of the meeting, may adjourn the Annual Meeting until a quorum is present or represented. The time and place of the adjourned meeting will be announced when the adjournment is taken, and no other notice will be given.

HOW MANY VOTES ARE REQUIRED TO APPROVE THE PROPOSALS, ASSUMING A QUORUM?

The affirmative vote of the majority of votes cast with respect to that director’s election at the Annual Meeting is required for the election of each director (Proposal 1). The affirmative vote of the holders of a majority of the voting power of the shares of common stock present or represented by proxy and entitled to vote is required for approval of Proposals 2, 3 and 4.

2     Republic Services, Inc. 2015 Proxy Statement

HOW DO I VOTE?

To vote, you may:

The internet and telephone voting procedures have been designed to verify shareholders’ identities and allow shareholders to confirm their voting instructions have been properly recorded. Shareholders whose shares are held for them by brokers, banks or other nominees should follow the instructions provided by the nominees.

Submitting your proxy or voting instructions before the Annual Meeting will not affect your right to vote in person if you decide to attend the Annual Meeting. If, however, you hold your shares in street name, you must request a valid proxy from your broker, bank or other nominee to vote in person at the Annual Meeting.

Your vote is very important. Whether or not you plan to attend the Annual Meeting, please ensure that your vote is counted.

WHAT IF I DO NOT GIVE SPECIFIC VOTING INSTRUCTIONS?

Shareholders of Record. If you are a shareholder of record and you return a signed proxy card but do not indicate how you wish to vote on a particular matter, then your shares will be voted in accordance with the Board’s recommendations on all matters presented in this proxy statement (except for the shareholder proposal regarding proxy access (Proposal 4), where your shares will be voted in the same proportion as other shares for which valid and timely instructions have been received have been voted, or as otherwise required by applicable law). Your shares will be voted as the proxy holders determine in their discretion regarding any matters not presented in this proxy statement that are properly presented for a vote at the Annual Meeting.

Beneficial Owners. If you are a beneficial owner and hold your shares in street name and do not provide your broker, bank or other nominee with voting instructions, the nominee will determine if it has the discretionary authority to vote on the particular matter. Under applicable rules, brokers have the discretion to vote on “routine” matters, but do not have discretion to vote on “non-routine” matters. The ratification of the appointment of our independent registered public accounting firm for 2015 (Proposal 3) is a matter considered “routine” under applicable rules. The election of directors (Proposal 1), the advisory vote to approve named executive officer compensation (Proposal 2) and the shareholder proposal regarding proxy access (Proposal 4) are matters considered “non-routine” under applicable rules. Thus, there will be broker non-votes on Proposals 1, 2 and 4.

WHAT ARE BROKER NON-VOTES?

The New York Stock Exchange (“NYSE”) permits brokers to vote their customers’ shares on “routine” matters when the brokers have not received voting instructions from their customers. Brokers may not vote their customers’ shares on “non-routine” matters unless they have received voting instructions from their customers. Non-voted shares on non-routine matters are referred to as broker non-votes.

HOW ARE BROKER NON-VOTES AND ABSTENTIONS COUNTED?

Abstentions and broker non-votes will have no effect on Proposal 1, as the election is determined by counting the votes actually cast where abstentions and broker non-votes are not treated as votes cast.

Republic Services, Inc. 2015 Proxy Statement     3

With respect to Proposals 2, 3 and 4, where the vote required is a majority of votes present and entitled to vote, abstentions will be equivalent to a vote cast against the proposal and broker non-votes will have no effect.

CAN I CHANGE MY VOTE?

Yes. If you have voted, you can change your vote at any time in one of three ways: (1) you can send us a written notice stating that you would like to revoke your proxy; (2) you can complete and submit a new proxy card, or cast a new vote by telephone or internet; or (3) you can attend the Annual Meeting and vote in person. Your attendance alone, however, will not revoke your proxy. If you have instructed a broker to vote your shares, you must follow the procedure provided by your broker to change these instructions.

DO I NEED TO ATTEND THE ANNUAL MEETING IN PERSON?

No. Although you are welcome to attend, it is not necessary for you to attend the Annual Meeting to vote your shares.

HOW DOES THE BOARD RECOMMEND I VOTE ON THE PROPOSALS?

The Board recommends you vote:

WHERE CAN I FIND MORE INFORMATION ABOUT REPUBLIC?

We file reports and other information with the SEC. You may read and copy this information at the SEC’s public reference facilities. Please call the SEC at 1-800-SEC-0330 for information about these facilities. This information is also available at our website at www.republicservices.com (click on Investors) and at the SEC’s website at www.sec.gov.

WHO CAN HELP ANSWER MY QUESTIONS?

If you have questions about the Annual Meeting or the proposals, or need help voting your shares, you can call Georgeson Inc., which is assisting us with our proxy solicitation, toll-free at 1-800-248-3170.

4     Republic Services, Inc. 2015 Proxy Statement

PROPOSAL 1

ELECTION OF DIRECTORS

We are electing 10 directors at the Annual Meeting. Each director will hold office until our next annual meeting or until his or her successor is elected and qualified to serve on the Board. The Board has nominated 10 proposed directors (the “Nominees”) based on the recommendation of the Board’s Nominating and Corporate Governance Committee (the “Governance Committee”). Each Nominee has consented to be named in this proxy statement and has agreed to serve as a director if elected. If any Nominee should become unavailable for election, the proxy may be voted for a substitute nominee selected by the persons named in the proxy or the size of the Board may be reduced accordingly. The Board is not aware of any existing circumstances likely to render any Nominee unavailable.

The Nominees who receive a majority of the votes cast by the holders of our common stock represented at the Annual Meeting, without giving effect to abstentions, will be elected directors. Republic is a Delaware corporation and, under Delaware law, if an incumbent director is not elected, that director remains in office until the director’s successor is duly elected and qualified or until the director’s death, resignation or retirement. To address this potential outcome, we have a director resignation policy in our bylaws. Under this policy, the Board will nominate for further service on the Board only those incumbent candidates who tender, in advance, irrevocable resignations. The Board has obtained such conditional resignations from all Nominees. Each irrevocable resignation is contingent on the failure to receive the required vote at any annual meeting at which the Nominee is nominated for re-election and on Board acceptance of the resignation. The Governance Committee will recommend to the Board whether to accept or reject the tendered resignation. The Board will publicly disclose its decision within 90 days after certification of the election results. If the Board does not accept the resignation, the director will continue to serve until the next annual meeting and until his or her successor is duly elected, or until his or her earlier resignation or removal. If the Board accepts the resignation, then the Board, in its sole discretion, may fill any resulting vacancy or reduce the size of the Board.

Under our bylaws, the number of directors is fixed from time to time by Board resolution and shall be not more than 13 (the majority of which must be independent of Republic for purposes of NYSE rules). Our Board currently consists of 11 directors, but Mr. Sorensen is not standing for re-election at the Annual Meeting. The Board has decreased the fixed number of directors to 10 effective upon the election of directors at the Annual Meeting. Proxies cannot be voted for a greater number of persons than the number of Nominees named in this proxy statement.

The Board recommends a vote “FOR” the election of all 10 Nominees to our Board.

BIOGRAPHICAL INFORMATION REGARDING DIRECTORS/NOMINEES AND EXECUTIVE OFFICERS

Director Changes in 2014 and 2015

Manuel Kadre was named a director in June 2014. Additional information on Mr. Kadre is contained below under “Director Nominees.”

Allan C. Sorensen is not standing for re-election to the Board, but will continue to serve as a director until the Annual Meeting. Mr. Sorensen, former Chairman of the Integration Committee and a member of the Audit Committee, has served as an independent member of our Board since November 1998. We greatly appreciate Mr. Sorensen’s many years of valuable service to our Company.

Republic Services, Inc. 2015 Proxy Statement     5

Director Nominees

Information about each of the Nominees to our Board is set forth below:

6     Republic Services, Inc. 2015 Proxy Statement

Republic Services, Inc. 2015 Proxy Statement     7

8     Republic Services, Inc. 2015 Proxy Statement

Republic Services, Inc. 2015 Proxy Statement     9

10     Republic Services, Inc. 2015 Proxy Statement

For biographical information on our non-director executive officers, see the section under the heading “Executive Officers.”

Republic Services, Inc. 2015 Proxy Statement     11

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE MATTERS

Corporate Governance

We operate within a comprehensive plan of corporate governance that defines responsibilities, sets high standards of professional and personal conduct, and assures compliance with these responsibilities and standards. We continuously monitor developments and best practices in corporate governance and enhance our plan as warranted. Following are some of the highlights of our best practices corporate governance program.

Board Independence and Board Leadership Structure. All members of our Board other than our Chief Executive Officer (“CEO”), and all members of our Board committees, are “independent directors” according to independence standards established by the NYSE. Further, we have separated the Chairman of the Board and CEO roles and we have a non-executive, independent Chairman of the Board. See “Director Independence” and “Board Leadership Structure and Role in Risk Oversight” below.

Non-Staggered Board Elected Annually by Majority Vote. Our directors are elected annually by a majority vote of our shareholders in uncontested elections.

Board Oversight of Risk. Our governance structure delineates management’s and the Board’s responsibilities for risk management activities. Our Board, assisted primarily by the Audit Committee and, beginning with 2015, the newly-formed Sustainability and Corporate Responsibility Committee (the “Corporate Responsibility Committee”), oversees our management and handling of risk. In addition, our Management Development and Compensation Committee (the “Compensation Committee”) oversees our compensation policies and practices so they do not encourage unnecessary or excessive risk-taking by our employees. Each of these committees regularly receives risk management updates on the risk-related matters within its responsibilities and reports on these updates to our Board. See “Board Leadership Structure and Role in Risk Oversight” in this section below and “Executive Compensation — Compensation Program as It Relates to Risk Management.”

Corporate Governance Guidelines. We have adopted a set of Corporate Governance Guidelines, including specifications for director qualification and responsibility.

Code of Business Conduct and Ethics (“Code of Ethics”). We have adopted a Code of Ethics that requires compliance with all applicable laws and outlines the general standards of business conduct that all of our employees, officers and directors must follow. If we make any substantive amendments to the Code of Ethics or grant any waiver from a provision of the Code of Ethics that applies to our CEO, Chief Financial Officer (“CFO”), Controller or Chief Accounting Officer, we will disclose the nature of such amendment or waiver in a report on Form 8-K.

Stock Ownership Guidelines and Anti-Hedging and Anti-Pledging Policies. To align the interests of the Board and senior management with the interests of our other shareholders, and to demonstrate to the investing public and our employees the Board’s and senior management’s commitment to Republic, we require our directors and senior management to own a significant amount of our securities and we have strict anti-hedging and anti-pledging policies. See “Security Ownership of the Board of Directors and Management — Security Ownership Guidelines and Anti-Hedging and Anti-Pledging Policies.”

Compensation Recoupment (Clawback) Policy. To encourage sound financial reporting and increase individual accountability, we have adopted a Clawback Policy that allows us to recover from our Section 16 officers certain performance-based compensation in the event of certain accounting restatements. See “Compensation Discussion and Analysis — Components of Executive Compensation — Other Compensation Policies — Compensation Recoupment (Clawback) Policy.”

Personal Loans to Executive Officers and Directors. We comply with legislation prohibiting extensions of credit in the form of personal loans to or for our directors or executive officers.

12     Republic Services, Inc. 2015 Proxy Statement

Political Contributions Policy. To further our responsibility as a good corporate citizen to participate in the political process in a lawful, prudent and ethical manner, we have adopted a Political Contributions Policy and related procedures intended to ensure that our employees and other representatives participate in the political process in compliance with all applicable laws and regulations governing corporate political contributions and regulating corporate participation in public and governmental affairs.

Additional Information Regarding Corporate Governance. You may obtain, free of charge, the current charters for the Audit, Compensation, Governance and Corporate Responsibility Committees, our Certificate of Incorporation, Bylaws, Corporate Governance Guidelines, Code of Ethics and Political Contributions Policy by written request to: Attention: Office of the Corporate Secretary, Republic Services, Inc., 18500 North Allied Way, Phoenix, Arizona 85054. These documents are also available at www.republicservices.com/corporate/investorrelations/investor-relations.aspx.

Safety, Environmental and Social Commitments

Republic has made, and continues to make, significant investments in high-impact areas of our business to provide meaningful improvements in safety, environmental and social conditions, and we publicly report on our efforts in these areas.

Safety. Republic is dedicated to the safety of our employees, customers and the communities we serve. Due to the nature of our industry, we prioritize safety above all else and we recognize and reward employees for outstanding safety records. Over the past 7 years, our safety performance (based on OSHA recordable rates) has been 42% better than the industry average. Our Think, Choose, Live slogan encapsulates our everyday safety messaging to our employees to: Think about what you are doing, Choose the safe answer, and Live to go home to your family. With the phrase printed on numerous items, including hard hats and equipment our employees touch, there are constant reminders for employees to go home in the same condition that they came to work. Our goal is to ensure every one of our employees returns home safely each night.

We are proud of our two safety incentive programs: Dedicated to Safety and Dedicated to Excellence. For Dedicated to Safety, employees must meet all safety requirements for the year, including no preventable accidents and no safety warnings. For Dedicated to Excellence, employees must earn the Dedicated to Safety Award and meet additional criteria for customer service, attendance and other performance metrics. During 2014, approximately 12,000 of our employees earned the Dedicated to Safety Award and almost 6,000 earned the Dedicated to Excellence recognition. Further, our industry-leading safety program, Focus 6, provides employees with tips and techniques to prevent the 6 most common types of serious accidents: backing, intersections, push-pull-lift, rear collisions, rollover, and pedestrian.

We take pride in recognizing employees who demonstrate a relentless commitment to safety. Employees with the best driving records are eligible for the industry’s most prestigious award, National Waste & Recycling Association’s Driver of the Year. Since 2009, Republic drivers have won Driver of the Year for the large truck category 10 out of 12 times. In 2014, Republic swept the category with all three winners: Large Residential, Large Industrial and Large Commercial.

Environmental. In 2014 we participated in the Carbon Disclosure Project (“CDP”) S&P 500 Climate Change Report. The report represents the progress companies achieve in reducing emissions, responding to climate-related risks and opportunities, and mobilizing influence to manage climate change. For our first year, which creates a baseline for future submissions, we earned a disclosure score of 93 out of 100, which reflects our strong commitment to transparency, thoroughness and responsibility, and a C band in performance, which we see as a strong starting point for a first-year responder. We also recently released a Sustainability Report, which modeled the CDP protocol. Our Sustainability Report, which is available on our website at www.republicservices.com/our-company/environmental-responsibility, reflects our work in Republic’s five pillars of sustainability: Operations, Materials Management, Communities, Safety and People.

Republic Services, Inc. 2015 Proxy Statement     13

With approximately 16,000 trucks on the road, Republic operates the 8th largest vocational fleet in the country. Approximately 2,200 of our vehicles are powered by compressed natural gas (“CNG”) at our 36 natural gas fueling stations nationwide. Roughly 35% of the vehicles we bought in 2014 are powered by this domestic fuel source. We believe using CNG vehicles provides us a competitive advantage while reducing the amount of fuel required for our operations, improving air emissions, and significantly reducing vehicle noise profiles. Our CNG fleet has carbon emission reduction benefits equal to removing nearly 13,000 taxis from the roads.

Republic has 60 recycling centers across the nation. We collected nearly 5 million tons of recyclable materials in 2014, enabling discarded items to be regenerated into newspaper, cardboard, glass and plastic bottles, tissue, paper towels, and metal cans. Recycling this quantity of material saves 15 million tons of carbon dioxide equivalent (CO2e), which is nearly as much as our entire carbon footprint.

Republic is equally committed to harnessing landfill gas, the natural byproduct of decomposing waste, and converting it into energy. We operate 72 landfill gas and renewable energy projects across the country. Annually, these projects generate enough electricity to power approximately 400,000 households, meeting the needs of a community the size of Austin, Texas. In addition, the carbon emission reductions benefit from our current landfill gas and renewable energy projects is equal to removing more than 4 million cars from the roads.

Social. We believe there is no better way to protect our planet than to recruit and hire the heroes who have protected our country. We actively recruit and hire veterans – those transitioning from military life as well as those long discharged from active duty. We value the skills, experience and operational excellence they bring to our organization, as well as their commitment to a better tomorrow. Historically, we’ve had great success hiring veterans. In 2012, for example, 33% of general managers, 20% of operations managers, and 38% of maintenance managers that we hired self-identified as having served in the U.S. Coast Guard, Army, Navy, Marines or Air Force.

Board of Directors and Board Committees

The Board oversees the development of our business strategy, establishes our overall policies and standards, and reviews management’s performance in executing our business strategy and implementing our policies and standards. We keep directors informed of our operations at meetings and through reports and analyses presented to the Board and its committees. Significant communications between the directors and management also occur apart from Board and committee meetings.

Our directors will continue to attend seminars and continuing education programs relating to corporate governance, audit and compensation matters. In addition, site visits and external and in-house presentations are scheduled as part of the directors’ continuing education.

Each year, an independent, third-party governance expert oversees Board and committee self-assessments that include written evaluation forms and interviews with each director to obtain his or her assessment of the effectiveness of the Board and committees.

The Board held 6 meetings and took 5 actions by unanimous written consent during 2014. Each incumbent director attended at least 75% of the total number of Board meetings and the total number of meetings of all Board committees on which he or she served held during his or her term of service. The non-employee directors met regularly in executive sessions during 2014.

The Board has four standing committees: the Audit Committee, the Compensation Committee, the Governance Committee and the Corporate Responsibility Committee. In February 2015, the Board dissolved the Integration Committee, which was put in place at the time of the Republic merger with Allied Waste Industries, Inc. (“Allied”) in December 2008, due to the successful completion of the companies’ integration

14     Republic Services, Inc. 2015 Proxy Statement

and a decision to move the ongoing review of strategic initiatives to the full Board level. The Board replaced the Integration Committee with the Corporate Responsibility Committee. Committee member appointments are evaluated annually. Each committee operates under a written charter adopted by the Board and reviews its charter at least annually. Additional information regarding each of the current standing committees and their composition appears in the table below.

Audit Committee

The 5 members of the Audit Committee meet the independence, education and experience requirements of the NYSE’s listing standards and the SEC’s rules and regulations. Further, our Board has determined that each of Messrs. Kadre, Nutter and Sorensen qualifies as an “audit committee financial expert” within the meaning of Item 407 of Regulation S-K under the Securities Act of 1933 (the “Securities Act”).

The Audit Committee assists the Board in monitoring the integrity of our financial statements, our compliance with legal and regulatory requirements, and the independence and performance of our internal and external auditors. It also has the ultimate authority and responsibility to select, evaluate, and terminate and replace our independent registered public accounting firm. The Audit Committee held 4 meetings, took 1 action by unanimous written consent and met regularly in executive sessions during 2014. The Audit Committee Report is on page 23.

Compensation Committee

The 4 members of the Compensation Committee are independent as that term is defined under the NYSE’s listing standards. The Compensation Committee held 7 meetings, took 5 actions by unanimous written consent and met regularly in executive sessions during 2014.

Republic Services, Inc. 2015 Proxy Statement     15

Pursuant to its charter, the Compensation Committee:

During 2014, the Compensation Committee also oversaw the completion of an annual assessment of any risks that may be associated with our compensation policies and practices, with particular attention paid to the incentive programs across Republic. The Compensation Committee determined that our compensation programs are designed and administered with the appropriate balance of risk and pay-for-performance reward in relation to our business and strategic objectives, that they do not encourage employees or senior officers to take unnecessary risk, and that the risks, if any, resulting from our compensation programs are not likely to have a material adverse impact on Republic. See the “Annual Risk Assessment” section on page 52.

The Compensation Committee also determines the breadth and scope of the external compensation consultant’s services and may engage the compensation consultant of its choice and terminate the engagement at any time. Since 2003, the Compensation Committee has retained Pearl Meyer & Partners (“Pearl Meyer”) to assist with its review of our senior executives’ compensation and benefits and with other compensation issues. The Compensation Committee retains Pearl Meyer directly, supervises all work done by Pearl Meyer and reviews and approves all work invoices. Our compensation staff works with Pearl Meyer to provide data on our compensation programs and our executive officers’ compensation. Our Governance Committee also retains Pearl Meyer on occasion to conduct market analyses on director compensation and related matters. Other than as described above, Pearl Meyer did not perform any other services for us. Pearl Meyer is considered independent and free from conflict under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and associated SEC and NYSE standards. In addition to Pearl Meyer, the Compensation Committee may retain any other advisors it deems necessary or advisable to discharge its duties.

Governance Committee

The 4 members of the Governance Committee are independent as that term is defined under the NYSE’s listing standards.

The Governance Committee identifies director candidates that it recommends to our Board for selection as the director nominees for the next annual meeting or to fill vacancies. It also identifies candidates that it recommends to our Board for selection as the Chairman of the Board. The Governance Committee also is responsible for developing and recommending our corporate governance principles and reviewing and providing oversight of the effectiveness of our governance practices. The Governance Committee also oversees the annual evaluation of the Board and its committees, discharges the Board’s responsibilities related to the compensation of non-employee directors, and monitors the talent management and succession planning program. The Governance Committee will consider nominations for the Board from shareholders that are entitled to vote for the election of directors, as described under “Shareholder Director Recommendation Policy” below. The Governance Committee held 5 meetings and met regularly in executive sessions during 2014.

16     Republic Services, Inc. 2015 Proxy Statement

Corporate Responsibility Committee

The 5 members of the Corporate Responsibility Committee are independent as that term is defined under the NYSE’s listing standards.

The Corporate Responsibility Committee assists the Board in fulfilling its oversight responsibility and acts in an advisory capacity to management with respect to significant issues, strategic goals, objectives, policies and practices that pertain to: (1) Republic’s sustainability performance; (2) Republic’s corporate responsibilities that are of significance to the company and its role as a socially responsible organization; and (3) enterprise and other risks, including cyber security, environmental and reputational risks, facing the company and the practices by which these risks are managed and mitigated. The Corporate Responsibility Committee held no meetings during 2014 as it was formed in February 2015. The Integration Committee, which was dissolved in February 2015, held 4 meetings during 2014.

Director Nomination Procedures and Diversity Relating to Board Candidacy

The Governance Committee is responsible for soliciting recommendations for candidates for the Board, compiling and reviewing background information for such candidates, and making recommendations to the Board with respect to such candidates. In evaluating candidates, the Governance Committee considers, among other things, candidates who are independent, if required, possess personal and professional integrity, have sound business judgment, have relevant business and industry experience, education and skills, and would be effective as directors in collectively serving the long-term interests of our shareholders in light of the needs and challenges then facing the Board.

With respect to diversity relating to Board candidacy, our Corporate Governance Guidelines state that directors shall be selected in the context of assessing the Board’s needs at the time and with the objective of ensuring diversity in the background, experience and viewpoints of Board members. The Corporate Governance Guidelines further state that Republic and the Board are committed to a policy of Board inclusiveness. To assist in promoting such diversity, the Board shall, to the extent consistent with applicable legal requirements and its fiduciary duties, take reasonable steps to ensure that new Board nominees are drawn from a pool that includes diverse candidates, including women and minorities. The Board and the Governance Committee will continue to assess the need to expand the breadth of experience, expertise and viewpoints represented collectively by our directors and continue to seek top-quality candidates to fill any identified gaps.

Mr. Slager is nominated for election to our Board at each annual meeting of shareholders pursuant to the terms of his employment agreement.

Shareholder Director Recommendation Policy

The Governance Committee will consider director candidates recommended by our shareholders. In accordance with our bylaws, a shareholder wanting to propose a nominee to serve as a director before a meeting of shareholders must give timely written notice. This notice requirement will be deemed satisfied if in compliance with our bylaws, and must include:

Republic Services, Inc. 2015 Proxy Statement     17

The Governance Committee determines the eligibility of a proposed nominee to serve as a director, and may require additional information to determine such eligibility. Director candidates proposed by shareholders are evaluated on the same basis as all other director candidates. The Governance Committee may, in its discretion, interview any director candidate proposed by a shareholder.

Shareholders wishing to recommend director candidates for consideration by the Governance Committee may do so by sending the required information described above in writing to: Attention: Office of the Corporate Secretary, Republic Services, Inc., 18500 North Allied Way, Phoenix, Arizona 85054. To consider a candidate for nomination at the 2016 annual meeting of shareholders, we must receive the shareholder’s written notice not later than 90 days and not earlier than 120 days prior to the anniversary date of this year’s Annual Meeting. Refer to our bylaws for additional information and notice requirements.

Director Independence

Our common stock is listed on the NYSE, which requires that a majority of our Board be “independent directors” according to the NYSE’s independence standards. The Governance Committee considers the “per se” disqualifications from director independence under NYSE rules when assessing the independence of a current director or a nominee for director. In addition, our Board has adopted categorical standards that provide that certain relationships are not material relationships that would cause a director to be deemed not independent.

The Board undertook a review of director independence and considered relationships between each of the directors and their immediate family members and Republic and its subsidiaries, both in the aggregate and individually. Mr. Slager is not an “independent director” under the NYSE listing standards because he is an employee of Republic and is nominated for election to our Board at each annual meeting of shareholders pursuant to his employment agreement. The Board determined that the 10 remaining directors meet the NYSE standards for independence and the categorical standards adopted by our Board, and have no material relationships with us that impaired their independence. They therefore are “independent directors” under the NYSE listing standards. In making its determination, the Board considered, in the case of Mr. Larson, his status as business manager of Cascade Investment, L.L.C., our largest shareholder.

Following is a list of our independent directors as of the date of this proxy statement:

18     Republic Services, Inc. 2015 Proxy Statement

Board Leadership Structure and Role in Risk Oversight

Board Leadership Structure. We have a non-executive Chairman of the Board and a separate CEO.

The Board believes that having a non-executive, independent director serving as the Chairman of the Board is in the best interests of Republic and its shareholders because it strengthens the Board’s independence and allows the CEO to focus his talents and attention on managing our business. The Chairman of the Board also is a valuable bridge between the Board and management. The Chairman’s role is to provide leadership to the Board, and the Chairman’s responsibilities include:

The Chairman also has the authority to request access to any of our employees at any time.

Our Board has four standing committees — Audit, Compensation, Governance and Corporate Responsibility. Each committee consists solely of independent directors and has its own chairman who is responsible for directing the committee’s work in fulfilling its responsibilities.

In short, 10 of our 11 current directors are independent, we have effective and active oversight by experienced independent directors, we have a non-executive, independent Chairman of the Board, and we have independent committee chairs and members. Our system provides appropriate checks and balances to protect shareholder value.

Board Role in Risk Oversight. We face a variety of risks, including credit and liquidity risk, operational risk, environmental risk, litigation risk, compliance risk and compensation risk. In accordance with NYSE requirements, our Audit Committee charter requires the Audit Committee to, among other things:

Our Audit Committee meets at least quarterly and takes various steps to assist it in fulfilling its risk oversight function. For example, the agenda for each Audit Committee meeting typically includes a report by each of our Chief Legal Officer, our head of Internal Audit and our Chief Accounting Officer. Before each meeting, our Chief Legal Officer provides the Audit Committee a comprehensive written report describing our most significant pending litigation, regulatory and compliance matters.

Republic Services, Inc. 2015 Proxy Statement     19

Likewise, before each meeting, our head of Internal Audit provides to the Audit Committee a comprehensive written report on internal audit matters, including Sarbanes-Oxley Act testing results and environmental, health and safety findings. At the meeting, the Chief Legal Officer and the Vice President of Internal Audit supplement their advance written reports with oral presentations and respond to questions from the committee members. Further, the chairman of the Audit Committee reviews, discusses with our Vice President of Internal Audit and concurs in a program for field audits whereby each field audit includes a finance review, an operations review and a compliance review. In addition, the Audit Committee also routinely receives a report regarding our AWARE Line activity. The AWARE Line is an integral part of our compliance program and provides a way for our employees to provide information confidentially regarding concerns they may have with respect to compliance with policies or ethical and legal requirements. Our Chief Accounting Officer regularly reports on management’s evaluation of the effectiveness of our disclosure controls and procedures. Finally, our Treasury Department and our Risk Management Department periodically brief the Audit Committee or the Board on our insurance coverage programs and related risks.

Our Board and our other Board committees also are actively involved in risk oversight. For example:

While the Board and its committees provide risk oversight, management is responsible for the day-to-day risk management processes. We believe our Board’s role is to satisfy itself that:

We further believe that the Board and committee leadership structure we have implemented and the division of responsibilities described above constitute the most effective approach to address the risks we face.

Communications with the Board of Directors

Any shareholder or other interested party who wishes to communicate with the Board, a Board committee, the Chairman of the Board or the non-management directors (as a group or individually) may send correspondence to: Attention: Office of the Corporate Secretary, Republic Services, Inc.,18500 North Allied

20     Republic Services, Inc. 2015 Proxy Statement

Way, Phoenix, Arizona 85054. The Corporate Secretary will compile and submit such correspondence on a periodic basis to the entire Board or, if and as designated in the communication, to the appropriate Board committee, the Chairman of the Board or the non-management directors (as a group or the appropriate individual member). The independent directors have approved this process.

Attendance at Annual Meetings Policy

We do not have a formal policy requiring our directors to attend the Annual Meeting. Mr. Slager attended our 2014 annual meeting of shareholders.

Republic Services, Inc. 2015 Proxy Statement     21

DIRECTOR COMPENSATION

When establishing and reviewing our directors’ compensation, we consider the level of work and involvement the directors have with our business. We also consider compensation paid to directors in the marketplace generally and at our peer group companies (the “Peer Group”).

We compensate our directors as follows:

Cash retainers are prorated if a director serves less than a full year in the applicable position. The annual grant of RSUs to a newly appointed, non-employee director is prorated to the number of days remaining in the year.

RSUs are settled through the issuance of shares of our common stock. After any quarter in which dividends are distributed to shareholders, the non-employee directors receive additional RSUs with a value equal to the value of dividends they would have received had they owned the shares of stock underlying the RSUs on the dividend record date. The determination of the number of additional RSUs to be received by directors due to the declaration of dividends is based on the closing price of our stock on the dividend payment date.

All compensation paid by us during 2014 to our non-employee directors is detailed below. Mr. Slager’s compensation is reflected in the executive compensation tables contained in this proxy statement, and he received no additional compensation from us for his duties as a director.

Director Compensation in 2014

22     Republic Services, Inc. 2015 Proxy Statement

AUDIT COMMITTEE REPORT

The following statement made by the Audit Committee shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act and shall not otherwise be deemed filed under either of these acts.

Management is responsible for our internal controls, financial reporting processes, and compliance with laws and regulations and ethical business standards. The independent registered public accounting firm is responsible for expressing an opinion as to the conformity of the consolidated financial statements with accounting principles generally accepted in the United States of America and for issuing its opinion on the effectiveness of our internal controls over financial reporting. The Audit Committee’s responsibility is to monitor and oversee these processes on the Board’s behalf.

In this context, the Audit Committee has reviewed and discussed the audited financial statements with management and our independent registered public accounting firm (Ernst & Young LLP). The Audit Committee has discussed with Ernst & Young LLP the matters required to be discussed by Auditing Standard No. 16, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board.

In addition, the Audit Committee has received from Ernst & Young LLP the written disclosures required by the Public Company Accounting Oversight Board Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, regarding the company’s independent registered public accounting firm’s independence, and discussed with them their independence from the company and management. The Audit Committee has also discussed with Ernst & Young LLP the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

Based on the Audit Committee’s review of the matters noted above and its discussions with Ernst & Young LLP and our management, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2014 for filing with the SEC.

Submitted by the Audit Committee:

James W. Crownover (Chairman)

Ann E. Dunwoody

Manuel Kadre

W. Lee Nutter

Allan C. Sorensen

Republic Services, Inc. 2015 Proxy Statement     23

AUDIT AND RELATED FEES

Independent Registered Public Accounting Firm Fee Information

The following table discloses the fees for professional services provided by Ernst & Young LLP for the fiscal years ended December 31, 2014 and 2013:

Pre-Approval Policies and Procedures

The Audit Committee’s policy is to pre-approve all audit services, audit-related services and other services permitted by law provided by our independent registered public accounting firm. In accordance with that policy, the Audit Committee annually pre-approves a list of specific services and categories of services, including audit, audit-related and other services, for the upcoming or current fiscal year, subject to specified cost levels. Any service that is not included in the pre-approved list of services must be separately approved by the Audit Committee. In addition, if fees for any service exceed the amount that has been pre-approved, then payment of additional fees for such service must be specifically approved by the Audit Committee before the performance of the service. From time to time, the Audit Committee may delegate fee approval authority to the Audit Committee chairman.

At each regularly-scheduled Audit Committee Meeting, management updates the committee on the scope and anticipated cost of (1) any service pre-approved by the chairman since the last committee meeting and (2) the projected fees for each service or group of services being provided by our independent registered public accounting firm.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based solely upon a review of (1) Forms 3 and 4 and amendments to each form furnished to us pursuant to Rule 16a-3(e) under the Exchange Act during our fiscal year ended December 31, 2014, (2) any Forms 5 and amendments to each form furnished to us with respect to such fiscal year, and (3) any written representations referred to us under subparagraph (b)(1) of Item 405 of Regulation S-K under the Exchange Act, no person who at any time during such fiscal year was a director, Section 16(a) officer or, to our knowledge, a beneficial owner of more than 10% of our common stock failed to file on a timely basis reports required by Section 16(a) of the Exchange Act during such fiscal year.

24     Republic Services, Inc. 2015 Proxy Statement

SECURITY OWNERSHIP OF FIVE PERCENT SHAREHOLDERS

The following table shows certain information as of March 17, 2015 with respect to the beneficial ownership of common stock by each of our shareholders who we know is a beneficial owner of more than 5% of our outstanding common stock.

Republic Services, Inc. 2015 Proxy Statement     25

SECURITY OWNERSHIP OF THE BOARD OF DIRECTORS AND MANAGEMENT

Security Ownership Guidelines and Anti-Hedging and Anti-Pledging Policies

We require our directors and executive officers, as well as certain other members of senior management, to hold our securities. Our Board believes that their security ownership is important to align their interests with our shareholders’ interests and to demonstrate to the investing public and our employees their commitment to Republic.

Our Corporate Governance Guidelines state the Board’s belief that directors should be shareholders and have a financial stake in Republic. To support that philosophy, we pay our non-employee directors a significant portion of their compensation in the form of RSUs. As discussed above, non-employee directors receive RSUs that either (1) do not distribute until the director’s termination of service on the Board or (2) distribute three years after their grant date. To further demonstrate the Board’s commitment to align itself with our shareholders, in October 2011 the Board established a formal equity ownership guideline for independent directors, with each independent director then serving to hold Republic stock or vested RSUs, or both, having a total value of $1,000,000 by January 3, 2017. Future independent directors have 5 years from the date of the first full annual grant after their date of election to meet this guideline. All of our independent directors who have been on the Board for at least 5 years meet this guideline.

We also maintain stock ownership guidelines for our executive officers and other members of senior management: (1) CEO — five times salary; (2) CFO, COO and Chief Legal Officer — three times salary; (3) other Executive Vice Presidents, Senior Vice Presidents and Region Presidents — two times salary; and (4) Vice Presidents and Area Presidents — one times salary. Each member of senior management has a five-year period from April 1, 2011, or from the time of promotion or hire into a covered position, to meet the applicable guideline, and interim progress is expected. Members of senior management may meet their guideline by holding Republic stock or vested RSUs (or vested Republic stock equivalents in the DCP), or both, having the requisite value.

Our insider trading policy prohibits all directors, officers and employees, and their immediate family members, from engaging in the following transactions relating to Republic securities or derivatives thereof: purchasing or selling puts or calls, short sales, placing standing orders (other than under 10b5-1 plans), engaging in short-term or “in-and-out” trading, and holding Republic securities or derivatives thereof in a margin account or pledging them.

Security Ownership of the Board and Management

The following table shows certain information as of March 17, 2015 with respect to the beneficial ownership of common stock and RSUs by (1) our current directors, (2) each of the executive officers and former executive officers listed in the Summary Compensation Table (who we refer to as “named executive officers” or “NEOs”), and (3) all of our current directors and executive officers as a group. We have adjusted share amounts and percentages shown for each individual in the table to give effect to shares of common stock that are not outstanding but which the individual may acquire upon exercise of options exercisable within 60 days after March 17, 2015. However, we do not deem these shares to be outstanding for the purpose of computing the percentage of outstanding shares beneficially owned by any other individual listed on the table.

RSUs are not considered common stock that is beneficially owned for SEC disclosure purposes. We have included RSUs in this table because they are similar to or track our common stock, they represent an investment risk in the performance of our common stock, they are settled through the issuance of shares of our common stock, and they receive dividend equivalents in the form of additional RSUs each time a dividend is paid on our common stock. The Board has considered the use of RSUs as opposed to common stock for

26     Republic Services, Inc. 2015 Proxy Statement

directors and believes that RSUs align the directors as much as stock would to our shareholders’ long-term interests.

Republic Services, Inc. 2015 Proxy Statement     27

EXECUTIVE OFFICERS

Our executive officers serve at the Board’s pleasure and are subject to annual appointment by the Board. Our current executive officers are as follows:

Donald W. Slager. For biographical information about Mr. Slager, see “Election of Directors — Biographical Information Regarding Directors/Nominees and Executive Officers.”

Jeffrey A. Hughes was named Executive Vice President, Chief Administrative Officer (previously called Executive Vice President, Human Resources) in December 2008. Before that, Mr. Hughes served as Senior Vice President, Eastern Region Operations for Allied from 2004 until the Allied acquisition in December 2008. Mr. Hughes served as Assistant Vice President of Operations Support for Allied from 1999 to 2004 and as a District Manager for Allied from 1988 to 1999. Mr. Hughes has over 30 years of experience in the solid waste industry.

Robert A. Maruster was elected Executive Vice President, Chief Operating Officer in June 2014. Mr. Maruster has years of broad-based operational experience in the airline industry. He joined Republic from JetBlue Airways Corporation, where he was its COO/Executive Vice President from 2009 to April 2014. Before that, Mr. Maruster served JetBlue as its Senior Vice President, Customer Service and Vice President, Operational Planning. Before joining JetBlue in 2005, he served for 12 years in various management roles for Delta Air Lines, culminating in his role running the Atlanta Hub as Vice President, Operations and Customer Service.

Michael P. Rissman has served as our Executive Vice President, Chief Legal Officer and Corporate Secretary (previously called Executive Vice President, General Counsel and Corporate Secretary) since August 2009. Previously, Mr. Rissman had served as acting General Counsel and Corporate Secretary from March 2009. Mr. Rissman joined Allied as Vice President and Deputy General Counsel in July 2007 and continued in the same positions at Republic following the Allied acquisition in December 2008. Prior to joining Allied, Mr. Rissman was a partner at Mayer Brown LLP in Chicago, where he worked from 1990 until coming to Allied.

Charles F. Serianni was appointed Executive Vice President, Chief Financial Officer, in August 2014. Mr. Serianni is a seasoned senior executive with 30 years of experience in a variety of progressively more responsible roles. He was named Vice President, Region Controller for the Company’s West Region in July 2013. Before that, Mr. Serianni served as our Assistant Controller starting in June 1998 and progressed to Senior Vice President, Chief Accounting Officer in December 2008. He served as the Accounting Operations Director for Republic Industries, Inc. (AutoNation) from February 1997 to June 1998. Before that, Mr. Serianni served as the Accounting Operations Director for Sunglass Hut International, Inc. from May 1993 to February 1997, and as the Manager, Accounting and Auditing Services for Deloitte & Touche from September 1984 to May 1993.

28     Republic Services, Inc. 2015 Proxy Statement

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Republic Services, Inc. 2015 Proxy Statement     29

This Compensation Discussion and Analysis (“CD&A”) provides a detailed description of our executive compensation program for 2014 and the changes the Compensation Committee has implemented for 2015. This CD&A focuses on the compensation of the executives who were Named Executive Officers (“NEOs”) for 2014, who are identified below.

Overview

As discussed in more detail below, highlights of our executive compensation program include:

Executive Summary

Named Executive Officers

Our NEOs during 2014 were:

Business Overview

Republic, through its subsidiaries, is the second largest provider of recycling and solid waste services in North America. Our national vertically-integrated operating platform in 41 states and Puerto Rico underpins our ability to service commercial, industrial, municipal and residential customers through 340 collection operations, 198 transfer stations, 189 active solid waste landfills, 60 recycling facilities, 4 E&P landfills, 4 treatment, recovery and disposal facilities, and 12 salt water disposal wells. We also operated 72 landfill gas and renewable energy projects as of December 31, 2014.

Republic’s Business Profile and Strategy

30     Republic Services, Inc. 2015 Proxy Statement

Highlights of Company Performance

We drive shareholder value by using our cash flow efficiently. We have delivered consistent, positive returns to our shareholders, and have a long history of increasing cash returns to shareholders through dividends and share repurchases.

We improve our business by focusing on longer-term strategic initiatives, which include:

We remain committed to improving ROIC, earnings per share (“EPS”) and FCF, which we believe are the drivers of long-term shareholder value.

Republic Services, Inc. 2015 Proxy Statement     31

Structural Alignment of Pay and Performance

In 2014, we compensated each NEO using three key forms of compensation:

The annual and long-term incentives are variable and the amount realized is based on achieving specific performance objectives or on the performance of Republic’s stock.

For 2015, the Compensation Committee decided to more strongly align executive compensation with performance across both the short- and long-term horizons. Taking into account the views of our shareholders – including that a majority told us they do not view options as performance-based – the Compensation Committee refined the balance by moving from a program based on stock options, LTIP and RSUs to a performance share and RSU program as described in the diagram below. The Compensation Committee believes this structure appropriately balances long-term incentive compensation between performance-based and time-based mechanisms, and sets an appropriate balance between cash and equity.

32     Republic Services, Inc. 2015 Proxy Statement

Percentages above represent percentages of CEO’s target compensation. Based on shareholder feedback, we now characterize options as time-based rather than performance-based.

Performance Metrics Used and Why We Use Them

Republic has a long history of success and we believe our underlying performance metrics are strongly aligned with shareholder interests and support our business strategy. For many years, our compensation has used an earnings per share measure (“EPS Measure”) and a free cash flow measure (“FCF Measure”) as metrics for short-term incentives, and return on invested capital (“ROIC”) and cash flow value creation (“CFVC”) as metrics for long-term incentives. Our shareholders have told us that these metrics align well with their interests. Beginning in 2015, in response to shareholder feedback, we added relative total shareholder return (“RTSR”) as an additional metric in our long-term performance share program.

Republic Services, Inc. 2015 Proxy Statement     33

The following describes the performance metrics applied to both the annual and long-term incentive plans for 2014 and 2015:

34     Republic Services, Inc. 2015 Proxy Statement

Although the FCF Measure used for our annual bonus and the CFVC used for our long-term incentives may appear similar, the measures are discrete and support different objectives.

Please refer to the CD&A Appendix at the end of this CD&A on pages 54-55 of this proxy statement for an illustration of how our actual results for the FCF Measure and CFVC were calculated.

Setting Robust Performance Targets

We develop rigorous performance metrics on a bottom-up basis – reflecting both management initiatives and the impact of external factors. To align management incentives, our metrics and performance targets focus on factors management can impact rather than on external factors not under management’s control or ability to mitigate.

The performance metrics used in the annual bonus plan and the LTIP are directly tied to management’s ability to increase shareholder value. In setting performance targets for the annual bonus plan and for the three-year LTIP performance cycle, the Compensation Committee considers the macro-economic environment, industry specific conditions, prior-year actual performance, and changes in regulations and laws. The Compensation Committee also considers recent trends and developments in the business that are expected to impact financial results. It confirms that performance targets align with our published earnings guidance, which assures that they are transparent and reward management only if management is successful in achieving financial results that align with the expectations we communicate externally. Based on this due diligence, the Compensation Committee sets rigorous, but reasonable, performance goals for the business.

Republic Services, Inc. 2015 Proxy Statement     35

The following table sets forth the process for setting rigorous performance targets aligned closely with shareholder value creation.

36     Republic Services, Inc. 2015 Proxy Statement

The tables below compare targeted metrics with actual outcomes for each performance measure in the 2014 NEO compensation program.

The annual bonus for our NEOs has paid out at 50% of target or less two out of the last three years and at 125% of target the other year, which reflects that our performance targets are rigorous but achievable.

That the 2014 annual bonus for our NEOs paid out at only 50% of target is not related to the underlying strength of our core business. We reported 2014 diluted EPS as determined in accordance with United States generally accepted accounting principles (“U.S. GAAP”) of $1.53 per share and adjusted diluted EPS, which is not a measure determined in accordance with U.S. GAAP, of $1.96 per share. We believe that presenting adjusted diluted EPS will help you understand that our core business performed quite well for 2014 separate from those uncontrollable items that had a disproportionate impact on our U.S. GAAP financial results.

The single largest component of the adjustment to diluted EPS was a $0.38 per share charge for remediation and other matters at our closed landfill in Bridgeton, Missouri. During 2014, we updated our cost and timeline estimates to build and operate a leachate management facility and related infrastructure, manage the remediation area and incur other costs related to the site. Accordingly, we recorded Bridgeton-related charges in 2014 of $227.1 million, which costs are expected to be spent over the next 35 years. For a reconciliation of our 2014 adjusted diluted EPS to U.S. GAAP diluted EPS and additional information on why we use and how

Republic Services, Inc. 2015 Proxy Statement     37

we calculate adjusted diluted EPS, please see the “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview” section of our Annual Report on Form 10-K for the year ended December 31, 2014.

Notably, there was no adjustment in the EPS Measure for the costs associated with the Bridgeton charge. Thus, the annual bonus for our NEOs paid out at 50% of target even though the adjusted diluted EPS of $1.96 per share exceeded the EPS Measure target by $0.03 per share, which would have resulted in an annual bonus payout of approximately 119% of target.

Please refer to the CD&A Appendix at the end of this CD&A on pages 54-55 of this proxy statement for an illustration of how our actual results for each of the performance measures were calculated.

Compensation Committee Consideration of 2014 Shareholder Vote on Executive Compensation – Shareholder Engagement and Recent Changes

Republic has an active shareholder outreach program and routinely interacts with shareholders on a number of matters, including executive compensation. The Compensation Committee carefully considers feedback received from shareholders on executive compensation. At the Compensation Committee’s direction, after publication of our 2014 Proxy Statement in spring 2014, members of our senior management team spoke with shareholders to get their views on our executive compensation program.

Although our non-binding advisory vote on executive compensation received majority support, the Compensation Committee was not satisfied due to the percentage of votes against the proposal. Thus, it decided to conduct further shareholder outreach in fall 2014 to get shareholders’ views on possible changes to our executive compensation program. This outreach included both our independent Chairman of the Board and our independent Compensation Committee chair and members of senior management. Between the spring and fall 2014 engagement sessions, we spoke with shareholders owning approximately 60% of our outstanding shares (including ongoing dialogue with our largest shareholder, who beneficially owns approximately 30% of our outstanding shares and whose chief investment officer is a member of our Compensation Committee).

The Compensation Committee considered all of the feedback from our shareholders, as well as additional information from its independent compensation consultant and other advisors, to develop changes to our executive compensation program. As a result of the outreach efforts, shareholder feedback and other developments in our business, the Compensation Committee made several changes to our compensation program. We continue to seek shareholder input on our program to ensure that it is well-designed to incentivize our management team to drive shareholder value.

38     Republic Services, Inc. 2015 Proxy Statement

The table below describes what we heard from our shareholders and the Compensation Committee’s actions in response to our shareholders’ feedback:

Republic Services, Inc. 2015 Proxy Statement     39

Key Compensation Governance Practices

The Compensation Committee independently governs the executive compensation program with the support of an independent compensation consultant and management. Our compensation program demonstrates strong governance through the following principles and characteristics:

40     Republic Services, Inc. 2015 Proxy Statement

Executive Compensation Goals and Objectives

Our executive compensation philosophy and practice reflect our strong commitment to paying for performance – both short-term and long-term. A primary component of our human resources strategy – to ensure that we have the highest caliber leadership – is to identify, recruit, place, develop and retain key management talent. The Compensation Committee and the executive management team believe that a critical aspect of being able to successfully execute this strategy is maintaining a comprehensive, integrated and well-balanced executive compensation program. We believe such a program provides competitive and differentiated levels of pay based on corporate performance and aligns executives’ interests with shareholders’ interests.

We believe our executive compensation program should:

We define performance as the achievement of results against our challenging internal financial targets, which take into account industry and market conditions. Our executive compensation program has an integrated focus on short- and long-term financial metrics and provides an effective framework by which progress against strategic goals may be appropriately measured and rewarded.

The Compensation Committee continues to place great emphasis on performance indicators that executive management can influence or control, including profitability and sound financial management of our capital, to drive sustained shareholder value creation and reward executives when they are successful. The Compensation Committee believes those measures generally are preferable to RTSR because external factors that are beyond management’s control may impact Republic’s stock price. The Compensation Committee also recognizes, however, that some of our shareholders believe that RTSR also may be a good indicator of corporate performance over time. Thus, beginning in 2015, we are adding a RTSR measure (with a 20% weighting) to the performance share program to take into account the performance of Republic’s stock relative to that of the S&P 500.

Components of Executive Compensation

The Compensation Committee believes a well-designed executive compensation program is effectively balanced to motivate and reward executives for delivering annual financial results while emphasizing longer-term goals and objectives that drive financial progress and sustained shareholder value creation. Our incentive programs use key performance metrics, including the FCF Measure, the EPS Measure, ROIC and CFVC, so that shareholders benefit from enhanced shareholder value. We place a significant portion of executives’ pay at-risk, using performance-based compensation to align their interests with shareholders’

Republic Services, Inc. 2015 Proxy Statement     41

interests. For 2014, the target total direct compensation (“Target TDC”), comprised of annualized base salary, annual bonus and long-term incentive awards (consisting of stock options, RSUs and long-term cash incentive awards), for Republic’s current NEOs was as follows:

The Compensation Committee intentionally set Mr. Slager’s Target TDC significantly below the median of his peers when he was promoted to CEO in 2011. In his third year as CEO, and based on his strong performance, the Compensation Committee intentionally began increasing his Target TDC to bring his compensation opportunity closer to the median. Even after these increases, Mr. Slager’s 2014 Target TDC remained below median. The Compensation Committee believes that making Mr. Slager’s Target TDC consistent with the median is critical to rewarding and retaining him. The Compensation Committee also believes that Mr. Slager has done an excellent job since he became CEO, and intends to continue increasing his Target TDC as necessary to get him to and maintain him at an appropriate level relative to the median.

Variable and Performance-Based Compensation Overview

The annual bonus plan, equity award program and LTIP link the majority of compensation to management’s performance against the plans’ financial metrics and the performance of Republic stock over the vesting periods of the equity-based awards. The performance metrics for the annual bonus and the LTIP and the range of opportunity relative to target payouts are consistent for all NEOs, including the CEO. These programs have both minimum performance thresholds below which no payments will be made and capped maximum payments.

Each year, management recommends for Board approval financial performance targets that are challenging and, if achieved, can deliver superior value to shareholders. Consistent with the setting of ambitious performance targets, Republic looks to have its aggregate total Target TDC (base salary plus annual and long-term incentives) for its NEOs near or at the median of our Peer Group, taking into account experience, tenure and overall position responsibility. The Compensation Committee believes it is appropriate to reward the executive management team with compensation above the target opportunity within the performance-based incentive plan if the rigorous financial targets associated with the variable pay programs are exceeded. Conversely, if those targets are not met, awards are reduced to levels that result in variable compensation below target. Thus, our NEOs generally may be paid above the median of our Peer Group only if the targets are exceeded.

42     Republic Services, Inc. 2015 Proxy Statement

Long-Term Incentive (Performance-Based and Equity) Awards

The Compensation Committee believes strongly in the use of long-term incentive compensation to reinforce key objectives:

To determine the overall opportunity and appropriate mix of long-term incentive awards, the Compensation Committee considers a variety of factors, including competitive market positioning against comparable executives in the Peer Group, Peer Group long-term incentive award practices, potential economic value realized, timing of vesting and taxation.

In 2014 and prior years, the key components of Republic’s long-term incentive compensation program were an annual stock option and RSU grant, and long-term cash incentive awards that reward financial success over three-year performance periods. As in the past, each of our cash and equity based long-term incentives will continue to be earned independently, meaning that successful achievement of any of the financial goals established for the cash LTIP will not trigger or accelerate vesting of the RSU or stock option grants. Similarly, any award earned under the cash LTIP will be based solely on the results measured against the financial performance metrics and will not be affected by any value realized through the RSU or stock option grants.

Long-Term Cash Incentive Awards

The LTIP for the three-year performance period from 2014 – 2016 is based on Republic’s ROIC and CFVC, which are the same performance metrics used for previous performance periods and are measures of our ability to generate free cash flow and provide shareholders with a reasonable return on their investment. The LTIP focuses on sustainable financial results and optimal use of our capital and aligns management’s and shareholders’ interests. For this performance period and others that were in progress during 2014, the awards earned under the LTIP will be paid in cash.

During its 2014 annual review of Peer Group compensation data provided by the independent compensation consultant, the Compensation Committee addressed the fact that the Target TDC for our CEO was lower than the median of Target TDC for the CEOs in our Peer Group. To provide a more competitive compensation opportunity to Republic’s CEO and align compensation more closely with our pay-for-performance philosophy, the Compensation Committee approved an increase in the target award under the long-term, performance-based incentive plan for the CEO to $1,500,000 from the 2013 level of $900,000. The threshold, target and maximum amounts of the LTIP awarded in 2014 for each NEO is shown in the Grants of Plan-Based Awards in 2014 Table on page 58.

In 2012, the Compensation Committee set the CFVC and ROIC performance targets for the 2012–2014 performance period. The performance targets for CFVC and ROIC were established at $2,442 million and 7.0%, respectively. These targets were lower than the 2011-2013 targets due primarily to changes in the macroeconomic environment which have a direct impact on financial results. The changes included a decline in pricing levels due to lower CPI-based resets, rising fuel costs and a precipitous drop in recycled commodity prices. When the 2012-2014 targets were set, they represented an increase over the projected performance during the 2011-2013 plan period.

The chart below also shows the actual CFVC and ROIC of $1,988 million and 6.0%, respectively. Because our actual performance was below the target level of performance, consistent with our pay-for-performance philosophy, the resulting payout was 25% of the target payout amount. The actual payout amounts are

Republic Services, Inc. 2015 Proxy Statement     43

reflected in the Summary Compensation Table, in the column titled “Non-Equity Incentive Plan Compensation.”

In 2013 and 2014, the Compensation Committee established the LTIP performance and payout targets for the 2013–2015 and 2014–2016 performance periods, respectively. We believe that the CFVC and ROIC targets for each of these performance periods are rigorous and appropriately reflect the Compensation Committee’s consideration of the business, operational and regulatory environment as it existed when the targets were set. The threshold, target and maximum awards payable to each of the NEOs for each of these performance periods were reported in the Grants of Plan-Based Award table in the applicable proxy statement. Mr. Maruster is eligible to participate in a portion of the 2012–2014, 2013–2015 and 2014–2016 performance periods based on his June 9, 2014 hire date. He is eligible to receive an equivalent payment based on prorated targets for the 2012–2014, 2013–2015 and 2014–2016 performance periods of $125,000, $291,667 and $458,333, respectively. Mr. Culpepper left the company on August 22, 2014, and is no longer eligible to participate in the LTIP.

2014 Equity Compensation

The Compensation Committee believes that long-term, stock-based incentive compensation contributes to our ability to attract and retain high-caliber executive talent and motivates executives to sustain our long-term financial performance and increase shareholder value. We also believe that equity awards offer significant motivation to our executives and other employees and align their interests with shareholders’ interests.

In February 2014, the Compensation Committee approved the equity awards to our NEOs in the form of stock options and RSUs (each vesting ratably over four years). In May 2014, the Compensation Committee approved the employment offer and compensation arrangements for Mr. Maruster, which included stock options and RSUs that were granted on his hire date, June 9, 2014. In August 2014, the Compensation Committee approved the employment offer and compensation arrangements for Mr. Serianni, which included stock options and RSUs that were granted on his promotion date, August 22, 2014. The full grant date fair value of the stock options and RSUs granted to each NEO during 2014 is shown in the Summary Compensation Table on page 56. Additional information, including the stock option exercise price and the number of shares subject to each award, is shown in the Grants of Plan-Based Awards in 2014 table on page 58.

In setting RSU awards in 2014, the Compensation Committee evaluated and took into account management’s performance with respect to specific initiatives identified at the beginning of 2013. Based on the Compensation Committee’s evaluation, the 2014 RSU grants in February to each NEO were 2% lower than they would have been without consideration of the initiatives.

44     Republic Services, Inc. 2015 Proxy Statement

2015 Long-Term Incentive and Equity Awards

During our shareholder engagement meetings, we clearly understood from our shareholders that they wanted more emphasis on long-term incentive vehicles that are driven by management’s success in achieving our challenging financial performance targets. We also learned that a sizable percentage of our shareholders do not view options as performance-based and that they wanted to see a greater percentage of our performance-based compensation denominated in shares rather than cash. As a result of these discussions and to more closely align our long-term incentive plan design with that of our Peer Group, the Compensation Committee determined to shift the 2015 target compensation available to NEOs through annual stock option grants and long-term cash incentives to performance shares (“PSUs”) granted under the Stock Incentive Plan.

Beginning in 2015, our long-term incentive program for NEOs consists of an RSU award (vesting ratably over 4 years) and long-term PSUs (vesting after three years based on performance for that period and payable half in cash and half in shares). The Compensation Committee believes it is important to continue to grant RSUs to compete for the high caliber executive leadership required to successfully execute our strategic objectives. As in recent years, the amount of the RSU grants reflects the Compensation Committee’s evaluation of management’s performance on several key initiatives. For 2015, the RSU grants in February to each NEO were 2% lower than they would have been without consideration of the initiatives.

The PSUs are performance-based because the number of shares ultimately earned depends on performance against pre-determined goals and the value of the PSUs fluctuates based on our stock price. The opportunity to earn PSUs is based on the two key financial metrics that were used for the cash LTIP program – CFVC and ROIC – plus the addition of RTSR as a third metric. Each of the components aligns all NEOs to performance against the financial metrics and to increasing shareholder value.

The full grant date fair value of RSUs and the target award value of PSUs granted to each NEO for 2015 are shown below.

Generally, our executives and other employees who receive grants of RSUs receive dividend equivalents for any dividends we declare on our common stock following the date on which they are granted RSUs. The dividend equivalents are in the form of additional RSUs with a value equal to the value of dividends they would have received on the shares of the stock underlying the RSUs they hold on the dividend record date. For NEOs who receive grants of PSUs, dividends are accrued but not earned and granted to the executives until the shares of the stock underlying the PSUs are earned, if at all, based on the achievement of the performance metrics that will be determined following the end of the three-year performance period.

Annual Cash Bonus

Republic maintains an annual bonus program for its NEOs and certain other members of management. This reflects our pay-for-performance philosophy by linking a significant portion of the NEOs’ compensation to company performance, thereby placing it at risk. Actual annual bonus awards earned are a function of performance relative to Compensation Committee-approved financial targets. The Compensation Committee may apply (and in some years has applied) negative discretion to adjust actual performance downward if it believes that actual results reflect the benefit of matters that, although valuable to Republic, are not the type of benefit the annual bonus plan was designed to reward.

Republic Services, Inc. 2015 Proxy Statement     45

The annual bonus program rewards the NEOs based on performance relative to predetermined targets for the EPS Measure and the FCF Measure. For 2014 compensation purposes, we defined the EPS Measure, which is not a measure determined in accordance with U.S. GAAP, as our reported EPS, adjusted to remove the impact of: (a) the loss on extinguishment of debt; (b) gains or losses (or related impairments) from divestitures, net of tax; (c) costs associated with withdrawal from or termination of multi-employer pension plans; and (d) restructuring charges. We defined the FCF Measure, which is not a measure determined in accordance with U.S. GAAP, as cash provided by operating activities, less property and equipment received in 2014, plus proceeds from sales of property and equipment, adjusted to remove the impact of: (1) cash taxes arising from debt extinguishment; (2) tax payments related to business unit divestitures; (3) costs associated with withdrawal from or termination of multi-employer pension plans; and (4) restructuring payments, net of tax.

The tables below illustrate our 2014 targets, threshold and maximum awards for the annual bonus awards. For performance at and below target, the two measures are equally weighted and a participant may earn a percentage of the target award for each measure based on performance for that measure. If the EPS Measure target is exceeded, and the FCF Measure at least meets target, the annual bonus award earned may be increased above target (up to a maximum of 200% of the target amount), based on the extent to which the EPS Measure target is exceeded. No additional amount above target will be earned based solely on achieving the FCF Measure target.

For 2014, the actual EPS Measure performance was $1.57 per share against a target of $1.93 per share. The performance was below threshold, yielding no contribution to bonus from the EPS Measure. The actual FCF Measure performance was $704 million against a target of $676 million, yielding full contribution to bonus from the FCF Measure. Each measure counts equally. For 2014, the NEOs, other than Messrs. Serianni and Culpepper, received a bonus payment of 50% of target. Mr. Serianni’s bonus payment for 2014 reflects a combination of his bonus as CFO and his bonus in his prior position. His actual annual bonus for the period of

46     Republic Services, Inc. 2015 Proxy Statement

time he was CFO was 50% of his salary as CFO. His actual annual bonus for the entire year was 79% of his combined 2014 salary. Under the terms of the Executive Incentive Plan, Mr. Culpepper earned a prorated bonus due to his departure from the company on August 22, 2014.

The following table shows the NEOs’ 2014 annual bonus opportunity as a percentage of salary at various performance levels and the actual payout in dollars. The payout amount is also reflected in the Summary Compensation Table under the column titled “Non-Equity Incentive Plan Compensation.”

For 2015, the annual bonus plan design remains very similar to prior years with the measures again consisting of the EPS Measure and the FCF Measure.

Fixed Compensation and Benefits

Base Salary

We believe a competitive base salary attracts and retains high-caliber executive talent while providing a fixed level of compensation commensurate with the position’s responsibilities and level. The Compensation Committee annually reviews each NEO’s base salary to determine if any adjustment is warranted. This review consists of a comparison of the compensation paid to incumbents in comparable positions in our Peer Group, taking into account individual qualifications and responsibilities, internal salary levels, and individual and company performance. Base salary levels may be adjusted when the Compensation Committee believes there is a competitive need to do so, in light of an individual’s promotion or to take into account individual performance. No adjustments were made to NEO base salaries in 2014.

Other Benefits

Republic makes available medical, dental and vision insurance, life insurance and short- and long-term disability insurance programs for our employees. The NEOs are eligible to participate in these programs on the same basis and with the same level of financial subsidy as our general employee population (other than those union employees who are subject to different terms under a collective bargaining agreement). Like our other employees, our NEOs may participate in our 401(k) plan and may defer a portion of their base salary and annual bonus, to the maximum defined level specified by the IRS, which in 2014 was $17,500 plus an additional $5,500 for those age 50 and above. After the first full year of employment, Republic matches 100% of the first three percent of pay contributed and 50% of the next two percent of pay contributed by an employee. Republic’s matching contributions into the 401(k) plan for the NEOs who participated are reported in the All Other Compensation table on page 57.

Republic Services, Inc. 2015 Proxy Statement     47

Deferred Compensation Plan and Deferred Compensation Savings Program Contributions

Eligible employees are limited by federal law as to the amount they may contribute to their 401(k) accounts. Accordingly, we have established a Deferred Compensation Plan (the “DCP”) that permits participants, including the NEOs, to defer additional amounts of compensation, including RSUs, in a tax efficient manner for retirement savings. Under the DCP, most participants are eligible for matching contributions. The matching contribution under the DCP is equal to the lesser of two percent of the participant’s eligible compensation over the established 401(k) limit ($260,000 in 2014) or 50% of the participant’s annual deferrals.

In addition, in 2005, we began making discretionary retirement contributions to certain of our senior executives’ deferred compensation accounts (“DCSP Contributions”). The Compensation Committee reviews these discretionary contributions annually, and may change the amounts or discontinue the contributions at any time. Each DCSP Contribution is a fixed dollar amount that depends on the participant’s title and position in the organization, among other considerations. Unless otherwise specified, DCSP Contributions vest in one of four ways: (1) upon a participant satisfying the age and service requirements necessary to qualify for retirement; (2) in the event of death or disability, the retirement contributions vest immediately; (3) if a participant’s employment is terminated “without cause,” the retirement contributions vest immediately but are not available to the participant until the earlier of the fifth anniversary of the termination date or the date the participant would have become eligible for retirement; or (4) if we complete a transaction that is deemed a change in control, all retirement contributions vest immediately and may be paid out depending upon the original election of the participant. Messrs. Hughes and Rissman each received a contribution of $65,000 in each of 2012, 2013 and 2014. Mr. Serianni received a contribution of $55,000 in each of 2012, 2013 and 2014. Mr. Culpepper received a contribution of $65,000 in each of 2013 and 2014.

Mr. Slager does not receive DCSP Contributions because he is entitled to a Supplemental Retirement Benefit, which was preserved in his employment agreement with Republic from previous agreements with Allied Waste and which requires us to pay him a specified amount after termination of his employment for any reason. This payment is an amount equal to $2,287,972, increased at an annual rate of 6%, compounded annually from December 5, 2008 until his date of termination. In 2014, the Supplemental Retirement Benefit increased by $184,495.

The individual contributions of the participating NEOs, including earnings on those contributions and total account balances as of the end of 2014, are shown in the Nonqualified Deferred Compensation table on page 61. Republic’s matching contributions and the DCSP contributions are shown in the All Other Compensation table on page    .

Modest Perquisites

With the exception of (1) certain gross-up payments pursuant to our relocation policy that is applicable to all eligible employees and (2) a stipend to cover a portion of monthly health club dues that is offered on the same terms to all employees at our corporate office, Republic generally does not offer perquisites or other personal benefits other than the aircraft usage discussed below. All associated relocation expenses are reported in the All Other Compensation table on page 57. We also do not provide any additional cash compensation to any of the NEOs to reimburse them for income tax liability as a result of the receipt of any cash or equity compensation, benefit or perquisite.

Our CEO may use our airplane for personal travel. Other NEOs may use it for personal use if the CEO is aboard. At each quarterly meeting, the Compensation Committee reviews the personal use of our airplane for the immediately preceding quarter for reasonableness. The amount reflected in the All Other Compensation table as “Aircraft Usage” represents the incremental cost of providing our aircraft to an NEO for personal travel.

48     Republic Services, Inc. 2015 Proxy Statement

Other Compensation Policies

Stock Ownership Guidelines

The Board recognizes the importance of equity ownership by our executives to further link their interests with shareholders’ interests. Accordingly, the Board maintains stock ownership guidelines for all senior management employees (defined as CEO, Chief Operating Officer, CFO, Chief Legal Officer, Executive Vice President, Senior Vice President, Region President, Vice President and Area President) and requires that they achieve compliance with the ownership guidelines within five years of April 1, 2011 (the effective date of the guidelines) or within five years of becoming a covered employee (if after April 1, 2011) and maintain their ownership level thereafter. Shares included in the calculation to assess compliance with the ownership guidelines include shares owned outright, shares held in the DCP and 401(k) plans, vested RSUs and vested stock equivalents held in the DCP. The Compensation Committee believes that these requirements emphasize the importance of equity ownership for management employees, which reinforces alignment with our shareholders’ interests.

Securities Trades by Employees

Executive management and the Board take seriously their responsibilities and obligations to exhibit the highest standards of behavior relative to buying and selling Republic stock. All transactions by any director or NEO (“Insiders”) must be pre-cleared by the Chief Legal Officer. Further, Insiders generally are prohibited from trading any Republic stock during quarterly blackout periods or while in possession of material non-public information.

Additionally, our insider trading policy prohibits all Insiders, and members of their immediate family, from engaging in the following transactions relating to Republic securities or derivatives of Republic securities:

Compensation Recoupment (Clawback) Policy

Effective October 29, 2014, our Board established a Clawback Policy to encourage sound financial reporting and increase individual accountability. As more fully described in the Clawback Policy, which was filed as an exhibit to the Form 8-K filed with the SEC on October 30, 2014:

Republic Services, Inc. 2015 Proxy Statement     49

Compensation Process

Peer Grouping and Competitive Benchmarking

The Compensation Committee, in consultation with the independent compensation consultant, annually reviews the composition of the Peer Group used as a reference for executive compensation decisions to ensure that the companies included are comparable in terms of business mix and complexity, revenue, market capitalization, geographic footprint, assets and number of employees. Based on the analysis compiled and provided by the independent compensation consultant, the Compensation Committee determined in late 2013 that Republic’s existing Peer Group needed to be reconstructed to maintain such comparability and to give broader consideration of market practices and trends of peer companies.

Republic’s 2014 Peer Group is shown below:

50     Republic Services, Inc. 2015 Proxy Statement

The Compensation Committee considers data and analyses prepared by the independent compensation consultant based on our current and prior performance, and the historical NEO pay and the appropriateness of that compensation compared to the NEO compensation in the Peer Group. The Compensation Committee also considers general compensation surveys compiled by external consulting firms and takes into account recommendations of our CEO for executives other than himself. The Compensation Committee uses the Peer Group and other surveys as a reference, but does not target a specified percentile of compensation to be paid. After taking into account all data, and factors such as company performance and an individual’s contribution, experience and potential, the Compensation Committee makes compensation decisions. Based on the independent consultant’s analysis, our CEO’s 2014 Target TDC was 11^th out of 18 companies in the Peer Group, or at the 44^th percentile.

Evaluating Company and Executive Performance

The Compensation Committee has established a process for evaluating Republic’s performance, as well as the performance of each of the NEOs. For each year, the Compensation Committee approves strategic and financial objectives, which include the performance metrics for the annual bonus and the LTIP (or, beginning in 2015, the PSUs), for the NEOs for the upcoming year and for the longer-term. It also reviews and evaluates the performance against these strategic and financial objectives for the prior year, and reviews the interim progress on all open three-year performance periods under the LTIP (or the PSUs). Our CEO provides his assessment of the performance against the strategic objectives and on the individual contributions of the NEOs. The Compensation Committee considers all of these factors in reaching its compensation decisions. The Compensation Committee routinely meets in executive session without the presence of any management when considering compensation matters.

Role of the Independent Compensation Consultant and Other Advisors

Since 2003, the Compensation Committee has retained Pearl Meyer & Partners (“Pearl Meyer”) to assist with its review of compensation for the NEOs and other related matters. While Pearl Meyer provides data and analyses, and makes recommendations on the form and amount of compensation, the Compensation Committee makes all decisions regarding the compensation of our NEOs.

During 2014, Pearl Meyer advised the Compensation Committee on a variety of subjects, including compensation plan design and trends, pay-for-performance analytics, peer group benchmarking and other related matters. Pearl Meyer reports directly to the Compensation Committee, participates in meetings as requested and communicates with the Compensation Committee chair between meetings, as necessary. Pearl Meyer did not provide any other services during 2014 and is considered independent and free from conflict under the Dodd-Frank Act and associated standards set forth by the SEC and NYSE.

The Compensation Committee also may use market data provided by Towers Watson, Aon Hewitt or Mercer for benchmarking and other purposes. This benchmark data consists of information that is generally available to other Towers Watson, Aon Hewitt and Mercer clients. None of these consulting firms made recommendations to the Compensation Committee or management on peer group composition or on the form, amount or design of executive compensation in 2014.

Other Considerations

Employment Agreements and Executive Separation Policy

Except in limited circumstances, Republic does not enter into employment agreements. Messrs. Slager and Hughes have employment agreements, which the Board and the Compensation Committee believe are in the best interests of Republic and its shareholders given, among other things, their importance to Republic and the fact that they had legacy agreements with Allied Waste before the Republic/Allied merger in December 2008. The respective agreements ensure the continued leadership of the executives, clarify their employment rights and responsibilities, and impose certain post-employment limitations on their right to compete with us or solicit our customers or employees. Messrs. Maruster, Rissman and Serianni do not have employment

Republic Services, Inc. 2015 Proxy Statement     51

agreements but instead are eligible to participate in the Executive Separation Policy. For more information regarding the employment agreements and Executive Separation Policy, see “Executive Compensation – Employment Agreements and Post-Employment Compensation.”

Annual Risk Assessment

We do not believe our compensation programs for our NEOs or other employees encourage excessive or inappropriate risk-taking or create risks that would be reasonably likely to have a material adverse effect on us. We believe our compensation programs effectively align our corporate and field management teams with our overall goals by motivating them to increase shareholder value on both an annual and a longer-term basis, primarily by improving our earnings and ROIC and generating increasing levels of free cash flow. We achieve this by using simple and measurable metrics to determine incentive pay.

Our annual incentives for executives and corporate and regional managers are based on achieving the EPS Measure and the FCF Measure goals established by the Compensation Committee, which is comprised solely of independent directors. LTIP compensation for executives and senior managers is based on achieving ROIC and CFVC goals established by the Compensation Committee. Beginning with 2015, PSUs for NEOs will be based on achieving ROIC, CFVC and RTSR goals established by the Compensation Committee. We also provide executives and senior managers equity awards that are approved by the Compensation Committee to reinforce each manager’s commitment to shareholder return.

Area Presidents and other key managers participate in the LTIP and equity incentive plan. Their annual bonus compensation is tied to corporate financial results and the financial and operating metric results for the areas they manage. Their primary financial performance measure is area incentive operating income. Key area operating metrics include safety, pricing, customer service and net sales growth.

General Managers in our field organizations receive equity awards as their long-term incentive to align them with our shareholders. General Managers and their teams also receive salary and annual bonus tied to achieving incentive operating income and operating metrics defined during our budget process. Operating metrics could include any combination of price increase, productivity improvements, safety, net sales growth, environmental compliance, customer service and capital budget management, depending on the current year priorities as set by their senior managers and approved by executive management.

We compensate our field sales organization with salary and sales commissions tied to selling or retaining profitable business.

All of our cash incentive plans contain maximum payout limits to ensure that windfall gains in business outcomes do not lead to exaggerated compensation results or to inappropriate risk-taking.

In addition, we maintain stock ownership guidelines for executive officers, along with anti-hedging and anti-pledging policies, both of which encourage long-term performance rather than short-term windfalls.

Equity Usage (Burn Rate and Dilution)

Under the Stock Incentive Plan (“SIP”), as approved by our shareholders, the total number of shares of equity-based awards issued in 2014 was approximately 0.34% of the diluted weighted average number of shares outstanding for the year and within the limitations set by the SIP. As of December 31, 2014, the total number of shares that could be issued under the SIP, and all predecessor plans, was approximately 4.5% of the diluted weighted average number of shares outstanding for the year. Republic’s diluted EPS reflect all potentially dilutive shares.

Tax Considerations

The Compensation Committee considers tax deductibility among many other factors when making compensation decisions. To the extent consistent with other compensation objectives, the Compensation Committee strives to maximize Republic’s tax deduction relative to compensation paid. In this regard, Internal Revenue Code

52     Republic Services, Inc. 2015 Proxy Statement

Section 162(m) limits the deduction to $1 million for annual compensation paid to the CEO and each of the other NEOs (excluding the CFO) employed at the end of the year. This limitation does not apply to compensation that qualifies as “performance-based compensation” within the meaning of Section 162(m). Annual bonus awards, cash awards earned under the LTIP, stock options and PSUs are designed to qualify as performance-based compensation exempt from the $1 million deduction limit, although we cannot assure you that they will in fact be deemed to qualify. Other compensation elements are subject to the $1 million deduction limit.

Compensation Committee Interlocks and Insider Participation

Messrs. Flynn, Collins, Larson, Nutter and Trani served as members of the Compensation Committee during 2014. No member of the Compensation Committee was an officer or employee of Republic during the prior year or was formerly an officer of Republic. During 2014, none of our executive officers served on the compensation committee or board of any other entity, any of whose executive officers served either on our Board or on our Compensation Committee.

Compensation Committee Report

The following statement made by the Compensation Committee shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act and shall not otherwise be deemed filed under either of these acts.

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on such review and discussions, the Compensation Committee recommended to the Board that this CD&A be included in this proxy statement.

Submitted by the Compensation Committee:

William J. Flynn (Chairman)

Tomago Collins

Michael Larson

John M. Trani

Republic Services, Inc. 2015 Proxy Statement     53

CD&A Appendix

Calculation of Actual Results for 2014 Annual Bonus Performance Measures and GAAP Reconciliation

54     Republic Services, Inc. 2015 Proxy Statement

Calculation of Actual Results for 2012-2014 LTIP Performance Measures*

Republic Services, Inc. 2015 Proxy Statement     55

SUMMARY COMPENSATION TABLE

The following Summary Compensation Table shows information about the compensation we paid to our CEO, CFO and other executive officers serving as of the end of 2014 for services rendered in all capacities during 2014, 2013 and 2012. In addition, under SEC rules, we are required to report the compensation received by Mr. Culpepper, who was our CFO until he left the company on August 22, 2014. We refer to the individuals shown in the table below as the NEOs.

56     Republic Services, Inc. 2015 Proxy Statement

ALL OTHER COMPENSATION FOR 2014