3 unchanged sentences
Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
−Removed: Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of our assets;
+Added: control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of our assets;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;
5 unchanged sentences
We, under the supervision of and with the participation of our management, including the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2022, based on criteria for effective internal control over financial reporting described in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: this assessment, we concluded that we maintained effective internal control over financial reporting as of December 31, 2021, based on the specified criteria.
+Added: Based on this assessment, we concluded that we maintained effective internal control over financial reporting as of December 31, 2022, based on the specified criteria.
Our internal control over financial reporting has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their attestation report which is included herein.
4 unchanged sentences
Based on an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, there has been no change in our internal control over financial reporting during the quarter ended December 31, 2022 identified in connection with that evaluation, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
−Removed: In May 2021, we acquired all of the issued and outstanding equity interests of Santek Waste Services, LLC and, in August 2021, we acquired all of the issued and outstanding shares of ACV Enviro Corporation.
−Removed: As permitted by the SEC Staff interpretive guidance for newly acquired businesses, management's assessment of our internal control over financial reporting as of December 31, 2021 did not include an assessment of internal control over financial reporting as it relates to these acquisitions.
−Removed: We will continue the process of implementing internal controls over financial reporting for these acquired businesses.
−Removed: As of December 31, 2021, these businesses contributed less than 2% of revenue to our audited consolidated financial statements for the year ended December 31, 2021.
+Added: In May 2022, we acquired all of the issued and outstanding equity of US Ecology.
+Added: As permitted by the SEC Staff interpretive guidance for newly acquired businesses, management's assessment of our internal control over financial reporting as of December 31, 2022 did not include an assessment of internal control over financial reporting as it relates to this acquisition.
+Added: We will continue the process of implementing internal controls over financial reporting for this acquired business.
+Added: US Ecology contributed approximately 6% of revenue for the year ended December 31, 2022.
OTHER INFORMATION
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
+Added: Not applicable.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
18 unchanged sentences
(a) Includes our 2006 Plan, Amended and Restated 2007 Stock Incentive Plan, our 2018 Employee Stock Purchase Plan (ESPP) and our 2021 Stock Incentive Plan.
−Removed: (b) Includes zero stock options as all were exercised in 2020, 1.1 million shares underlying restricted stock units, 0.5 million shares underlying performance shares, and less than 0.1 million shares underlying purchase rights that accrue under the ESPP.
+Added: (b) Includes no stock options as all were exercised in 2020, 0.9 million shares underlying restricted stock units, 0.5 million shares underlying performance shares and less than 0.1 million shares underlying purchase rights that accrue under the ESPP.
(c) Excludes restricted stock units and performance shares as these awards do not have exercise prices.
21 unchanged sentences
Amended and Restated Bylaws of Republic Services, Inc.
−Removed: (incorporated by reference to Exhibit 3.3 of the Company's Current Report on Form 8-K dated May 6, 2016).
+Added: (incorporated by reference to Exhibit 3.
+Added: 1 of the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2022 ).
Republic Services, Inc.
52 unchanged sentences
Bank National Association, as trustee, including the form of 2.375% Notes due 2033 (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K dated November 4, 2021).
+Added: Form of Commercial Paper Dealer Agreement--4(a)(2) Program, dated as of May 25, 2022, between Republic Services, Inc.
+Added: and the applicable dealer party thereto (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed September 1, 2022).
Republic Services, Inc.
16 unchanged sentences
Amended and Restated Executive Incentive Plan, effective February 4, 2014 (incorporated by reference to Appendix A of the Company’s Proxy Statement on Schedule 14A filed on March 26, 2014).
−Removed: Employment Agreement, effective as of October 29, 2013, by and between Republic Services, Inc.
−Removed: and Donald W.
−Removed: Slager (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013).
−Removed: Amended and Restated Employment Agreement, effective December 8, 2008, by and between Jeffrey A.
−Removed: Hughes and Republic Services, Inc.
−Removed: (incorporated by reference to Exhibit 10.61 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012).
Republic Services, Inc.
−Removed: Executive Separation Policy, as amended as of March 29, 2012 (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).
+Added: Executive Separation Policy, as amended as of February 8, 2023
Amendment No.
6 unchanged sentences
Deferred Compensation Plan, effective October 29, 2013 (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013).
−Removed: Clawback Policy, dated October 29, 2014 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K dated October 30, 2014).
−Removed: First Amendment to the Employment Agreement, dated December 23, 2014, by and between Donald W.
−Removed: Slager and Republic Services, Inc.
−Removed: (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated December 24, 2014).
+Added: Amended and Restated Clawback Policy, dated February 24, 2022 (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022).
Form of Performance Share Agreement, adopted January 7, 2015 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K dated January 9, 2015).
25 unchanged sentences
(incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021).
−Removed: Transition Agreement, effective March 26, 2021, by and between Donald W.
−Removed: Slager and Republic Services, Inc.
−Removed: (incorporated by reference to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021).
Republic Services, Inc.
63 unchanged sentences
Michael Larson
−Removed: PEGULA Director February 10, 2022
+Added: Director February 21, 2023
SNEE Director February 21, 2023
5 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.