TABLE OF CONTENTS

If you hold your shares beneficially in “street name” through a broker or other nominee and you intend to vote your shares at the meeting, you will need a proxy from your bank or nominee. Please contact your bank or nominee if you hold your shares in “street name” and wish to vote your shares at the meeting.

Voting Options; Quorum

The Board unanimously recommends a vote “FOR” each director nominee and “FOR” each of Proposals 2 and 3. Below is a summary of the vote required for adoption of each proposal and the respective effect of abstentions and brokernon-votes. For more detailed information, see each respective proposal.

The presence, in person or by proxy, of the holders of a majority of the shares entitled to vote at the annual meeting constitutes a quorum. Abstentions and brokernon-votes are counted as present and entitled to vote for purposes of determining a quorum. A brokernon-vote occurs when a nominee, such as a broker holding shares in “street name” for a beneficial owner, does not vote on a proposal because that nominee does not have discretionary voting power with respect to a proposal and has not received instructions from the beneficial owner.

If you hold your shares beneficially in “street name” through a broker or other nominee, and you would like to instruct your broker or nominee how to vote your shares, you should follow the directions provided by your broker or nominee. Under New York Stock Exchange (“NYSE”) rules, your broker is permitted to vote on Proposal 3 even if it does not receive instructions from you. However, under NYSE rules, your broker does not have discretion to vote on any other proposal if it does not receive instructions from you.

Each share of common stock is entitled to one vote and stockholders do not have the right to cumulate their votes for the election of directors. We will vote your shares as you specify when providing your proxy. If you do not specify how you want your shares voted when you provide your proxy, we will vote them in accordance with the Board’s recommendation with respect to the matters set forth in this proxy statement. In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the annual meeting.

Notice of Internet Availability of Proxy Materials

We are permitted to furnish proxy materials, including this proxy statement and our annual report to stockholders for 2018, to our stockholders by providing access to such documents on the Internet atwww.proxyvote.cominstead of mailing printed copies. Our stockholders will not receive printed copies of the proxy materials unless they are requested. Instead, the Notice will instruct you as to how you may access and review all of the proxy materials on the Internet. It will also instruct you as to how you may submit your proxy on the Internet. If you would like to receive a paper copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice. If you receive more than one Notice, it generally means that some of your shares are registered differently or are in more than one account. Please provide voting instructions for each Notice you receive.

Revocation of Proxies

Even if you voted by telephone or on the Internet, or if you requested paper proxy materials and signed and returned the proxy card, you may revoke your proxy before it is voted at the annual meeting by submitting a new proxy, dated later than your first proxy, or by a later-dated vote by telephone or on the Internet. You may also revoke your proxy by delivering a signed revocation letter to Maryann Waryjas, Senior Vice President, Chief Legal Officer and Secretary of the Company. If you are attending the annual meeting in person, you may revoke your proxy by voting in person at the annual meeting. Your attendance at the annual meeting will not by itself revoke your proxy. If you hold your shares beneficially in “street name” through a broker or other nominee and you have previously directed your broker or nominee to vote your shares, you should instruct your broker or nominee to change or revoke your vote if you wish to do so. If you hold your shares beneficially in “street name” through a broker or other nominee and wish to cast your vote in person at the annual meeting, you should obtain a proxy to vote your shares from your broker or nominee.

Solicitation of Proxies

Proxies may be solicited on behalf of our Board by mail or telephone, on the Internet or in person, and we will pay the solicitation costs on behalf of the Company. The Notice will be supplied to brokers, dealers, banks and voting trustees, or their nominees, for the purpose of soliciting proxies from beneficial owners, and we will reimburse those record holders for their reasonable expenses on behalf of the Company.

Householding Rules

The SEC’s proxy rules permit companies and intermediaries, such as brokers and banks, to satisfy delivery requirements for proxy materials with respect to two or more stockholders sharing an address by delivering a single set of proxy materials. This procedure reduces the amount of duplicate information that stockholders receive and lowers printing and mailing costs for companies.

Therefore, only one copy of the Notice and/or this proxy statement may have been delivered to multiple stockholders sharing a single address. If you wish to opt out of this procedure and receive a separate Notice and/or set of proxy materials in the future, or if you are receiving multiple copies and would like to receive only one, you should contact your broker or other nominee, or the Company or its agent at the address and telephone number below.

A separate copy of the Notice and this proxy statement will be promptly delivered upon request to either the Company’s agent by telephone at1-800-579-1639 or by email tosendmaterial@proxyvote.com, or to the Company’s Investor Relations Department by telephone at1-239-301-1024, by email toinvestor@hercrentals.com, or by written request to Herc Holdings Inc., 27500 Riverview Center Blvd., Bonita Springs, Florida 34134, Attention: Corporate Secretary.

Additional Information

The Company’s Annual Report on Form10-K for the fiscal year ended December 31, 2018 (“2018 Annual Report”) is filed with the SEC and may also be obtained via a link posted on the “Investor Relations” portion of our website,http://ir.hercrentals.com.Copies of the 2018 Annual Report, or any exhibits thereto, will be sent within a reasonable time without charge upon written request to Herc Holdings Inc., 27500 Riverview Center Blvd., Bonita Springs, Florida 34134, Attention: Corporate Secretary.

CORPORATE GOVERNANCE; BOARD AND COMMITTEE MATTERS

Corporate Governance

Our business is managed with the oversight of our Board. Our Board is committed to good corporate governance and promoting the long-term interests of our stockholders by adopting structures, policies and practices that we believe promote responsible oversight of management.    

Board Independence

Our Board has determined that Messrs. Browning, Campbell, Graziano, Henkel, Katz, Kelly, Mather and Pastor and Mses. Salomone and Holley are “independent” as defined in the federal securities laws and applicable NYSE rules for service on our Board. The standards for determining director independence are specified in Annex A to our Corporate Governance Guidelines.

In recommending to the Board that each of those directors be classified as independent, the Nominating and Governance Committee considered whether there were any facts or circumstances that might impair the independence of each of those persons including, with respect to Messrs. Graziano, Mather and Pastor, the agreements described in “Certain Relationships and Related Person Transactions –– Agreements with Carl C. Icahn.”

Board Meetings and Annual Meeting Attendance

Our Board met seven times in 2018. In 2018, each of our directors then in office attended at least 90% of the meetings of the Board and committees on which he or she served during the period of his or her service. Director attendance at annual meetings of stockholders is encouraged. All directors then in office attended the 2018 annual meeting of stockholders.

Board Committees

Our Board has four standing committees – the Audit Committee, the Compensation Committee, the Finance Committee and the Nominating and Governance Committee. Each committee has a written charter and each charter is available without charge on the “Investor Relations” portion of our website,http://ir.hercrentals.com.Each member of the Audit Committee, Compensation Committee and Nominating and Governance Committee meets the independence and eligibility standards necessary for service on such committee pursuant to relevant securities laws, NYSE rules, our Corporate Governance Guidelines and the respective charter of each committee. Similarly, each member of the Finance Committee meets the director independence standards established by the NYSE rules. Our Board has designated Messrs. Browning, Campbell and Katz as “audit committee financial experts.”

Membership, Meetings and Roles and Responsibilities of the Board Committees

Audit Committee

Finance Committee

Risk Oversight

Risk Oversight - Our Board and Committees

Our Board is involved in risk oversight in a number of ways. Our Board’s involvement in overseeing our business strategy is a key part of its assessment of management’s risk threshold and also helps determine an appropriate level of risk for us. In addition, regularly throughout the year, management presents information to either the Board or its committees on areas and topics related to risks faced by the Company. The Board or its committees receives regular reports on the Company’s significant legal matters as well as updates on matters that may impact the Company, operations reviews and treasury-related updates.    

Various committees of the Board also have responsibility for risk management. The Audit Committee focuses on financial risk, including internal controls, and annually receives a risk assessment and risk management report from the Company’s Internal Audit Department. The Audit Committee also reviews and discusses with the Vice President of Internal Audit the results of the annual risk assessment, our annual internal audit plan and the commitment of internal audit resources as they relate to risk management. The Company’s Vice President of Internal Audit reports directly to our Audit Committee. In addition to receiving regular reports from Internal Audit, the Audit Committee regularly meets in private session with our Vice President of Internal Audit and, separately, with our external auditors, which provides the opportunity for confidential discussion. The Audit Committee also receives a quarterly report on the status of the Company’s significant legal matters and ethics helpline activity.    

Within the Company, risk responsibilities are aligned to functional expertise and shared among the senior executives with overall responsibility for risk management residing with our Chief Executive Officer.    

Management performs an annual risk assessment with the Compensation Committee regarding the Company’s overall compensation program, which is discussed in further detail below.    

In addition to the foregoing, management performs semi-annual overall risk assessments and engages in an enterprise-wide risk management (“ERM”) process, including quarterly ERM committee meetings where key risks relevant to the Company, including risks related to operations, financial performance, cybersecurity and compliance, are identified, mitigated, monitored and reported to senior management, the Audit Committee and the Board.

Risk Considerations in our Compensation Program

In 2018, the Company conducted a review of the risk profile of our compensation policies and practices. Meridian Compensation Partners, LLC (“Meridian”), as independent compensation advisor to the Compensation Committee, with the assistance of management, prepared a risk profile assessment of the Company’s compensation policies and practices. In addition, management, with the assistance of Deloitte Consulting LLP (“Deloitte”“Annual Meeting”) and Meridian, reviewed the Company’s compensation plans, policies and practices in 2018 for all employees and presented the findings to the Compensation Committee. Based in part on such report, the Compensation Committee determined that, for all employees, the Company’s enterprise-wide compensation policies and practices, in conjunction with the Company’s existing processes and controls, do not motivate employees to take unnecessary risks, or pose a material risk to the Company, particularly in light of the following factors:

Stockholder Communications with the Board

Stockholders and other interested parties who wish to contact any of our directors or any group of directors may send written correspondence to: Herc Holdings Inc., 27500 Riverview Center Blvd., Bonita Springs, Florida 34134, Attention: Corporate Secretary.

Communications addressed to directors that discuss business or other matters relevant to the activities of our Board will be preliminarily reviewed by the office of the Corporate Secretary and then distributed either in summary form or by delivering a copy of the communication to the director, or group of directors, to whom it is addressed.

Director Nominations

Stockholders may nominate directors for election at an annual meeting. The procedures for director nominations are set forth in ourBy-laws and are summarized in the section titled “Stockholder Proposals for 2020 Annual Meeting” below. To recommend a person to serve on the Board, a stockholder should write to: Herc Holdings Inc., 27500 Riverview Center Blvd., Bonita Springs, Florida 34134, Attention: Corporate Secretary. The Nominating and Governance Committee will consider and evaluate persons recommended by stockholders in the same manner as it considers and evaluates other potential directors. The Nominating and Governance Committee also takes into consideration any written arrangements for director nominations to which the Company is a party, including the Nomination and Standstill Agreement we entered into with Carl C. Icahn, described under “Certain Relationships and Related Person Transactions –– Agreements with Carl C. Icahn.”    

Corporate Governance Guidelines; Code of Ethics

The Board has adopted Corporate Governance Guidelines containing standards for the Nominating and Governance Committee to determine director qualifications. The Corporate Governance Guidelines provide that the Nominating and Governance Committee, in making recommendations about nominees to the Board, will:

The Corporate Governance Guidelines also contain policies regarding director independence, the retirement age of directors, simultaneous service on other boards and committees of others boards, continuing education of directors and substantial changes relating to a director’s affiliation, position of principal employment or other board membership. Among other things, the Corporate Governance Guidelines establish responsibilities for meeting preparation and participation, and the evaluation of our financial performance and strategic planning. A copy of our Corporate Governance Guidelines, as well as our Code of Ethics and our Directors’ Code of Business Conduct and Ethics, are available without charge on the “Investor Relations” portion of the Company’s website,http://ir.hercrentals.com. We intend to include on our website information about any amendments to, or waivers from, a provision of the Code of Ethics that apply to our principal executive officer, principal financial officer, principal accounting officer or controller in accordance with SEC rules.

Director Stock Ownership Guidelines

Our independent directors are required to meet certain stock ownership guidelines. We believe this further aligns their interests with those of our stockholders. Under these guidelines, the independent directors are expected, over a period of five years from the date they are elected as an independent director or are otherwise determined to be independent, to acquire and hold a number of shares of our common stock equivalent to five times their base annual cash retainer, currently $350,000.

Our Board Leadership

The Board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the Chair of the Board and Chief Executive Office (“CEO”) in a manner that is in the best interests of our Company, including the flexibility to determine whether these offices should be combined or separate. The Board believes that the decision as to who should serve as Chair and CEO, and whether the offices should be combined or separate, should be assessed periodically by the Board, and that the Board should not be constrained by a rigid policy mandating the structure of such positions. The Board currently believes that the most effective and efficient leadership structure for our Company is for Lawrence H. Silber to serve as CEO while Herbert L. Henkel serves as our independentnon-executive Chair of the Board (“IndependentNon-Executive Chair”).

The Board believes that the current leadership structure benefits the Company by delineating roles of management and oversight over management. Our CEO and his management team provide the overall strategy andday-to-day leadership for our Company, and the Board, along with the IndependentNon-Executive Chair, provides oversight and evaluates the performance of management. The IndependentNon-Executive Chair, in consultation with the CEO, has responsibility for chairing and determining the length and frequency of Board meetings as well as setting the agenda for such meetings. The IndependentNon-Executive Chair also sets the agenda for, and chairs, the Board’s regularly-scheduled executive sessions in which management (other than Mr. Silber) does not participate. In addition to the regularly-scheduled executive sessions of the Board that are held once per fiscal quarter without the presence of management (other than Mr. Silber), our directors hold regular executive sessions where only our independent directors attend. The IndependentNon-Executive Chair (or, in his absence, another independent director selected by the independent directors present at such executive session) presides over the executive sessions to facilitate the discussion. In addition, the IndependentNon-Executive Chair, as a member of the Compensation Committee, also significantly assists in evaluating and in setting the compensation of our CEO by conferring with other independent members of the Board regarding our CEO’s performance.

Policy on Diversity

The Corporate Governance Guidelines and the Nominating and Governance Committee charter specify that the Nominating and Governance Committee consider a number of factors, including diversity, when evaluating or conducting searches for directors. The Nominating and Governance Committee interprets diversity broadly to mean a variety of opinions, perspectives, personal and professional experiences and backgrounds, such as international and multicultural experience and understanding, as well as other differentiating characteristics, including race, ethnicity and gender.

Implementation and Assessment of Policies Regarding Director Attributes

The Nominating and Governance Committee, when making recommendations to the Board regarding director nominations, assesses the overall performance of the Board, and whenre-nominating incumbent Board members or nominating new Board members, evaluates the potential candidate’s ability to make a positive contribution to the Board’s overall function. The Nominating and Governance Committee considers the actual performance of incumbent Board members over the previous year, as well as whether the Board has an appropriately diverse membership. The particular experience, qualifications, attributes and skills of the potential candidate are assessed by the Nominating and Governance Committee to determine whether the potential candidate possesses the professional and personal experiences and expertise necessary to enhance the Board. After conducting the foregoing analysis the Nominating and Governance Committee makes recommendations to the Board regarding director nominees. In its assessment of director nominees, the Nominating and Governance Committee does not take a formulaic approach, but rather considers each prospective nominee’s diversity in perspectives, personal and professional experiences and background and ability. In making director nominations, the Nominating and Governance Committee takes into account the overall diversity of the Board and evaluates the Board in light of, among other things, the attributes discussed in the section titled “Policy on Diversity” above.

PROPOSAL 1: ELECTION OF DIRECTORS

Board Structure

The term of office for each of the Company’s current directors expires at the 2019 annual meeting of stockholders and the term of each of the directors elected at the 2019 annual meeting of stockholders will expire at the 2020 annual meeting of stockholders.    

Nominees for Election to the Board

Each of the director nominees listed below currently is a director of the Company and was elected at the 2018 annual meeting of stockholders. The Board has determined that each nominee, other than our Chief Executive Officer Lawrence H. Silber, is independent.    

Next to the name of each director nominee, a short biography that describes the nominee’s business experience has been provided by each of the nominees. Following the description of each nominee’s business experience, the Company has provided a summary of each nominee’s qualifications for the Board.

Each elected director is expected to serve for aone-year term expiring at the 2020end of the 2021 annual meeting of stockholders. Each of the nominees listed belowdirector nominee is expected to be available for election as a director, but in the event that one or more of the nominees is not available for election due to unforeseen circumstances, the proxy will be voted for the Board’s substitute nominee or nominees.

The Company had very strong financial performance in 2018. Adjusted EBITDA of $684.8 million reflects growth of 17% from 2017 results and performance well in excess of the Company’s original guidance for 2018, which was $620 million to $655 million.* Return on Revenue Earning Equipment was 17.9% as compared to 16.0% achieved in 2017.** Equipment Revenue Growth of 10.6% was very strong, continuing the strong growth seen in 2017. The achievement of these combined levels of performance resulted in an earned payout of 143.2% of target under the EICP.

As important as the strong financial results from 2018, the Company’s achievement of the NFOs was very impressive and important for the long-term growth and stability of the Company. The remediation of all remaining material weaknesses and significant deficiencies from our 2016Spin-off was a very important milestone for the Company. Equally important and closely related to this remediation was the successful separation of our Oracle based financial IT system from New Hertz and elimination of all remaining services from New Hertz under the TSA. This provides the Company with a financial IT system that is fully independent of Hertz. The separation was achieved with little impact to the operations of the Company as a result of excellent planning and preparation. The Company improved its free cash flow position relative to the annual plan by $95 million.*** The Company’s safety results were mixed, with some goals not achieved, but there was year-over-year improvement in the total recordable incident rate as compared to 2017. The foundation of strong safety performance continued to be implemented through training, leadership and culture. And finally, the Company implemented many initiatives aimed at building a learning/education culture. The success of these initiatives was measured (in part) through reductions in turnover, internal promotion rates and employee engagement scores. The aggregate score for the NFOs was 110% based on the level of achievement of all the NFOs. This resulted in a final “Corporate Performance Modifier” of 157.52% of target (i.e., 143.2% multiplied by 110%).

A personal performance modifier for each employee could reduce this payout to 0% or amplify it by up to 150% (although in no case can the total payout exceed 200% of target).

While an excellent year for financial and strategic performance, the Company, along with the other companies in our sector, ended the year with weak share price performance. Our long-term,at-risk equity-based compensation, which represents between 30% and 57% of compensation for our continuing named executive officers, is fully aligned with the stockholder experience. If the share price decreases so will the value of the equity award realized compared to the original grant value. When the stock price increases, the stockholder is rewarded, and the value of the long-term grant reflects the higher stock price. We believe that providing a significant portion of compensation in the form of equity-settled long-term incentive awards ensures alignment between pay and share price performance.

Conclusion

2018 was a pivotal year for the Company and its journey in advancing its long-term strategy as an independent public company. The Company made substantial progress on all of its strategic initiatives. We believe the Company’s strong financial performance, along with achievement of critical milestones, position the Company for continued growth in the future.

* Adjusted EBITDA is anon-GAAP financial measure. For information regardingnon-GAAP financial measures, and a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP measure, see the Appendix.

** Return on Revenue Earning Equipment is anon-GAAP financial measure. For information regardingnon-GAAP financial measures, see the Appendix.

*** Free cash flow is anon-GAAP financial measure. For information regardingnon-GAAP financial measures and a reconciliation of free cash flow to net cash provided by operating activities, the most directly comparable GAAP measure, see the Appendix.

The Board is keenly aware of our responsibility to ensure that our approach to executive compensation supports our strategy and aligns with the interests of our stockholders. The Board and Compensation Committee are also aware that our decisions must be logical and understandable to our employees, stockholders and other stakeholders. To this end, significant detail regarding the Company’s named executive officer compensation program is contained in the CD&A section of this proxy statement starting on the next page. We intend to continue to revisit our approach to setting executive compensation in order to assess alignment with our business objectives and the long-term interests of our stockholders.    

We thank you for your continued confidence in our Company.

Sincerely,

Mary Pat Salomone                

Chair, Compensation Committee

Herbert L. Henkel

Member, Compensation Committee

Michael A. Kelly

Member, Compensation Committee

Louis J. Pastor

Member, Compensation Committee

COMPENSATION DISCUSSION AND ANALYSIS

Introduction and Overview

Each year, we assess the Company’s compensation philosophy and executive compensation program to determine whether they continue to be properly aligned with our business strategy and objectives and, importantly, stockholder interests. For 2018, the Compensation Committee and our Chief Executive Officer remained committed to the general structure of our existing executive compensation program, which is designed to be aligned with our business strategy and objectives, serve the long-term interests of our stockholders and be highly performance based. We believe that ourpay-for-performance driven executive compensation program links our executive officer compensation with delivering results that support the Company’s business strategy and objectives. Please see the summary below of certain recent modifications to our executive compensation program.

Our “named executive officers” (or “NEOs”) consist of our Chief Executive Officer (“CEO”) and President, our Chief Financial Officer (“CFO”), our three other most highly compensated executive officers, our former interim CFO, and our former CFO. For 2018, our NEOs were:

Under SEC executive compensation disclosure rules, Mr. Humphrey and Ms. Brasier are each considered NEOs due to their service as our principal financial officer during a portion of 2018. Because of their limited tenure as CFOs during 2018 and their unique compensation arrangements for 2018, we have included a discussion of Mr. Humphrey’s and Ms. Brasier’s 2018 compensation arrangements in the section entitled “Compensation Arrangements for Former CFOs” later in this Compensation Discussion and Analysis rather than throughout the Compensation Discussion and Analysis.    

Executive Compensation Practices

The Compensation Committee reviews on an ongoing basis the Company’s executive compensation program to evaluate whether it supports the Company’s executive compensation philosophy and objectives and is aligned with stockholder interests. The Company’s executive compensation practices include the following, each of which the Compensation Committee believes reinforces the Company’sour executive compensation objectives:

For purposes of the EICP, Adjusted EBITDA is calculated as the sum of net income (loss), provisionset for income taxes, interest expense, net, depreciation of revenue earning equipment andnon-rental depreciation and amortization, plus the sum of merger and acquisition related costs, restructuring and restructuring-related charges,spin-off costs,non-cash stock-based compensation charges, loss on extinguishment of debt (which is included in interest expense, net), impairment charges, gain on the disposal of a business, and certain other items as used for external reporting purposes. Return on Revenue Earning Equipment is Adjusted EBITDA, divided by the average original equipment cost of revenue earning equipment (based on American Rental Association guidelines, which is calculated as the cost of the asset at the time it was first purchased plus additional capitalized refurbishment costs, with the basis of refurbished assets reset at the refurbishment date). Equipment Rental Revenue Growth is the increase in equipment rental revenue during the 2018 Plan Year (as defined in the EICP) compared to the 2017 Plan Year, divided by equipment rental revenue in the 2017 Plan Year.

The following table shows the Adjusted EBITDA, Return on Revenue Earning Equipment and Equipment Rental Revenue Growth performance goals that were used to determine 2018 payouts under the EICP:

2016 Adjusted EBITDA PSUs

Prior to theSpin-Off, our then-serving NEOs received PSUs granted by the Compensation Committee of the Board of Directors of Hertz Holdings, the consolidated enterprise that the Company was a part of (the “Hertz Holdings Compensation Committee”). At the beginning of 2016, the Hertz Holdings Compensation Committee set Adjusted EBITDA goals for 2016, 2017 and 2018. In anticipation of theSpin-Off, the Hertz Holdings Compensation Committee reviewed certain information, estimates and assumptions relating to the performance of the equipment rental division rather than relating to the consolidated Hertz Holdings enterprise (the“Pre-Spin-Off Assumptions”), and approved performance goals for individuals continuing with the Company following theSpin-Off that were limited to the equipment rental division rather than the consolidated Hertz Holdings enterprise. Accordingly, under the original terms of the 2016 PSU awards, performance for purposes of determining payouts and vesting was intended to be determined based solely on our performance, based on thePre-Spin-Off Assumptions. Following theSpin-Off, the Compensation Committee reviewed updated information not included in thePre-Spin-Off Assumptions and, in its subjective discretion, approved revised financial targets, which took into account, among other things, stand-alone public company costs and the impact of the Company’s exposure to the oil and gas markets.

Under the terms of the 2016 PSUs, the vesting of the PSUs depends on three years of cumulative Adjusted EBITDA performance, with the ability tolock-in up to 25% or 50% of the total award based onone-year andtwo-year cumulative performance, respectively. To be eligible to earn the target number of2017-2019 PSUs based on Average ROIC.