Republic Services 8-K

Governance change

Bylaws expand the Delaware exclusive forum provision to cover certain stockholder claims beyond internal corporate claims.

Filed 2026-02-13 18:00 ET

Summary

Bylaws amendment expanding the company’s exclusive forum provision. Effective 2/10/2026, Republic Services added certain stockholder claims that are not “internal corporate claims” under Delaware law to the claims subject to the provision.

Key Figures

  • Delaware’s Court of Chancery is the exclusive forum for a covered stockholder claim brought in a stockholder capacity or on the company’s behalf when it relates to the company’s business, affairs, or the rights or powers of the company, its stockholders, directors, or officers. If the court lacks subject-matter jurisdiction, the forum is another state or federal court in Delaware, subject to the provision’s stated exception.

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