UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use
the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Seventh Amended and Restated Certificate of Incorporation
As described under Item 5.07 of this Current Report on Form 8-K, at the annual meeting of stockholders (the “Annual Meeting”) of United Rentals, Inc. (the “Company”) held on May 9, 2024, stockholders approved an amendment and restatement of the Company’s Sixth Restated Certificate of Incorporation (as so amended and restated, the “Seventh Amended and Restated Certificate of Incorporation”) in order to permit the exculpation of officers to the extent permitted under Delaware law.
The Seventh Amended and Restated Certificate of Incorporation became effective immediately upon the Company’s filing of the Seventh Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on May 9, 2024. The foregoing description of the Seventh Amended and Restated Certificate of Incorporation is qualified in all respects by reference to the text of the Seventh Amended and Restated Certificate of Incorporation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 9, 2024, the Company held its Annual Meeting at which the stockholders voted: (i) upon the election of Marc A. Bruno, Larry D. De Shon, Matthew J. Flannery, Bobby J. Griffin, Kim Harris Jones, Terri L. Kelly, Michael J. Kneeland, Francisco J. Lopez-Balboa, Gracia C. Martore and Shiv Singh to the Board for one-year terms; (ii) upon the ratification of the appointment of Ernst & Young LLP as the Company’s public accounting firm for the fiscal year ending December 31, 2024; (iii) on an advisory (non-binding) basis to approve the compensation of the Company’s named executive officers; (iv) on a Company proposal to amend and restate the Company’s Sixth Restated Certificate of Incorporation to permit officer exculpation; and (v) on a stockholder proposal for directors to be elected by majority vote.
The stockholders (i) elected all ten directors, (ii) approved the ratification of the appointment of Ernst & Young LLP for the fiscal year ending December 31, 2024, (iii) approved (on a non-binding basis) the compensation of the Company’s named executive officers, (iv) accepted the Company’s proposal to amend and restate the Sixth Restated Certificate of Incorporation to permit officer exculpation; and (v) rejected a stockholder proposal for directors to be elected by majority vote.
The final voting results for each of the matters submitted to a vote of stockholders at the Annual Meeting are set forth below:
Proposal 1. Election of Directors.
Nominee |
For |
Against |
Abstain |
Broker Non-Votes |
Marc A. Bruno |
55,904,505 |
842,940 |
26,983 |
4,460,164 |
Larry D. De Shon |
52,565,107 |
4,093,384 |
115,937 |
4,460,164 |
Matthew J. Flannery |
56,586,907 |
160,708 |
26,813 |
4,460,164 |
Bobby J. Griffin |
54,733,823 |
2,012,814 |
27,791 |
4,460,164 |
Kim Harris Jones |
56,295,384 |
454,521 |
24,523 |
4,460,164 |
Terri L. Kelly |
56,166,940 |
582,688 |
24,800 |
4,460,164 |
Michael J. Kneeland |
55,034,621 |
1,710,930 |
28,877 |
4,460,164 |
Francisco J. Lopez-Balboa |
56,578,770 |
168,879 |
26,779 |
4,460,164 |
Gracia C. Martore |
55,855,405 |
894,575 |
24,448 |
4,460,164 |
Shiv Singh |
56,065,868 |
681,204 |
27,356 |
4,460,164 |
Proposal 2. Ratification of Appointment of Public Accounting Firm.
For |
Against |
Abstain |
Broker Non-Votes |
57,829,412 |
3,374,834 |
30,346 |
* |
* Not applicable.
Proposal 3. Advisory Approval of Executive Compensation.
For |
Against |
Abstain |
Broker Non-Votes |
53,345,101 |
3,369,149 |
60,178 |
4,460,164 |
Proposal 4. Company Proposal to Amend and Restate the Company’s Restated Certificate of Incorporation to Permit Officer Exculpation.
For |
Against |
Abstain |
Broker Non-Votes |
51,384,538 |
5,331,786 |
58,104 |
4,460,164 |
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Proposal 5. Stockholder Proposal for Directors to be Elected by Majority Vote.
For |
Against |
Abstain |
Broker Non-Votes |
8,476,039 |
48,153,010 |
145,379 |
4,460,164 |
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Item 9.01 Financial Statements and Exhibits.
Exhibit No. |
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Description |
3.1 |
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104 |
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The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 9, 2024
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UNITED RENTALS, INC. |
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By: /s/ Joli L. Gross |
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Name: Joli L. Gross Title: Senior Vice President, Chief Legal and Sustainability Officer, Corporate Secretary |
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UNITED RENTALS (NORTH AMERICA) , INC. |
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By: /s/ Joli L. Gross |
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Name: Joli L. Gross Title: Senior Vice President, Chief Legal and Sustainability Officer, Corporate Secretary |