BothEach of the nominees are current directors and have consented to serve as directors. The Board of Directors has no reason to believe that eitherany of the nominees will be unable to serve as a director. If a nominee is unable to serve or should a vacancy occur before the annual meeting, Board may reduce its size or designate a substitute nominee. If a substitute nominee is named, your shares will be voted in favor of the election of the substitute nominee designated by the Board.

 

 

 

 

 

The business of the Company is managed under the direction of the Company’s Board of Directors. The Board of Directors’ general oversight responsibility is conferred by the Delaware General Corporation Law, the Company’s Amended and Restated Certificate of Incorporation and the Company’s Bylaws. The leadership structure of the Board of Directors and its committees assist the Board of Directors in exercising its fiduciary duties as it oversees the Company’s business affairs, Chief Executive Officer performance and succession, internal controls over financial reporting and the Company’s long-term strategy.

 

 

The Company does not have a formal policy concerning whether the same individual may serve as the Chief Executive Officer and the Chairman of the Board. The companyCompany currently has one individual serving as the Chief Executive Officer and another individual serving as the Chairman of the Board.

 

 

The identification, evaluation and mitigation of risks arising in connection with the Company’s businesses are the responsibility of the Company’s senior management. The Board of Directors’ responsibility is to understand the risks related to the Company’s businesses and to oversee senior management’s mitigation of those risks.

 

The Board of Directors and the Audit Committee receive regular reports from senior management concerning the risks related to the Company’s businesses.

 

The Audit Committee and the Nominating and Governance Committee have certain risk management oversight responsibilities and regularly report to the Board concerning risk management. These reports include the risks considered by each committee and the direction given to management to mitigate these risks. The Audit Committee oversees compliance by the Company with legal requirements and regularly receives reports concerning the Company’s significant internal controls and the steps taken by management to maintain a strong internal controls environment. In addition, representatives of the Company’s independent auditors attend Audit Committee meetings, deliver presentations to the Audit Committee and meet with the Audit Committee in private session. The Company’s Chief Financial Officer and General Counsel also meet in pri vateprivate session with the Audit Committee.  The Nominating and Governance Committee develops corporate governance principles and oversees management’s evaluation and mitigation of risk relating to the Company’s Code of Ethics and business practices.

 

 

Our corporate governance reflects the practices and principles that guide the Company. Our corporate governance framework specifies the duties, responsibilities and rights of our stockholders, Board of Directors and management. Our corporate governance principles are found in the Company’s charter documents, the Company’s Corporate Governance Guidelines, Company’s Code of Ethics, committee charters and other policies approved by the Board of Directors.

 

 

NASDAQ requires that a majority of the members of the Board of Directors be “independent directors,” which is defined generally as a person other than an officer or employee of the Company or its subsidiaries or any other individual having a relationship, which, in the opinion of the Company’s Board of Directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. All members of the Board’s Audit, Compensation and Nominating and Governance Committees are independent underwithin the meaning of The NASDAQ Stock Market rulesRules and listing standards. Rule 10A-3(b0(i) under the Securities Exchange Act of 1934, as amended.

In making these determinations, the Board of Directors was presented with a report from the Company’s General Counsel and discussed information provided by the directors and the Company with regard to each directo r’sdirector’s business and personal activities as they relate to the Company. Each director and executive officer is required to complete a director and officer questionnaire each year which requires disclosure of transactions with the Company in which the director or officer, or any members of his or her family, have a direct or indirect material interest.

 

The Board of Directors has determined that Ms. Harris and Messrs. Connell, Glascott and Roszak are independent under The NASDAQ Stock Market rules and listing standards and have no relationship with the Company except as a director and stockholder. The Board determined that Mr. Valenta is not independent because he is the President and Chief Executive Officer of the Company. The Board determined that Mr. Marrero is not independent because he serves as the Chief Executive Officer of General Finance Group, Inc., a specialty finance company controlled by Mr. Valenta.

 

 

The Company does not have a lead independent director.

 

 

The Board of Directors held nineeight meetings during the fiscal year ended June 30, 2010,2011, or fiscal year 2010.2011.  Six of the nineeight meetings were regular meetings, and the remaining threetwo meetings were special meetings.  The Board of Directors holds meetings each fiscal year according to a pre-arranged schedule, but the Board of Directors also holds special meetings and acts by written consent from time to time as needed.

 

Each director attended more than 75% of all meetings of the Board of Directors and board committees on which he or she served during the period he or she was a director in fiscal year 2010.2011.

 

 

The Board of Directors has an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. Each committee regularly delivers reports to the full Board of Directors concerning its meetings and actions. In fiscal year 20102011 the independent directors met in executive session fivesix times, and the Audit Committee met in executive session during each of its four regularly scheduled meetings.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Nominating and Governance Committee periodically assesses the size and composition of the Board of Directors. The Nominating and Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board of Directors. The committee is responsible for identifying and assessing potential director candidates and recommending qualified candidates to the Board of Directors. When considering candidates for director, the Nominating and Governance Committee takes into account a number of factors, including the following:

 

Candidates need not possess all of these characteristics, nor are all of these factors weighed equally.

 

The Nominating and Governance Committee periodically determines whether any vacancies on the Board of Directors are expected. If vacancies are anticipated or arise, or the size of the Board of Directors expands, the Nominating and Governance Committee will consider various potential candidates for director. Candidates may come to the attention of the Board of Directors through current Board of Directors members or management, stockholders or other persons. These candidates will be evaluated at regular or special meetings of the Nominating and Governance Committee and may be considered at any point during the year.

 

The Nominating Committee will consider candidates for directors recommended by stockholders who follow the proper procedures in submitting the recommendation. The Board of Directors will consider candidates recommended by stockholders using the same criteria it applies to candidates recommended by directors. To be considered for election at an annual meeting, the recommendation must be submitted no later than October 25, 2010.2011. The recommendation must by in writing addressed to the Secretary and must include the following: (i) statement that the writer is a stockholder and is proposing a candidate for consideration by the Nominating Committee; (ii) name and contact information for the candidate; (iii) statement of the candidate’s business and educational experience; (iv) information regarding each of the factors listed above (other than the factor regarding board size and composition) sufficient to enable the Nominating Committee to evaluate the candidate; (v) statement detailing any relationship between the candidate and any competitor of the Company; (vi) detailed information about any relationship or understanding between the writer and the candidate; and (vii) statement that the candidate is willing to be considered and is willing to serve as a director if nominated and elected.

 

 

No person who served on the Compensation Committee in fiscal year 20102011 was, during the year or previously, an officer or employee of the Company or had a relationship with the Company requiring disclosure under Item 404 of Regulation S-K.  Since March 2009 Mr. Marrero has served as the Chief Executive Officer of the specialty finance companies of General Finance Group, Inc., a company controlled by Ronald Valenta.  Mr. Valenta has the power to set Mr. Marrero's incentive compensation. No other interlocking relationship exists between any member of the Board of Directors and any member of any other company’s board of directors or compensation committee.

 

 

The Company has not adopted a formal written policy regarding transactions with related persons. The Company’s Code of Ethics for Directors, Officers and Employees (“Code of Ethics”) requires the disclosure of all potential conflicts of interest. Delaware law in turn requires that each director or officer disclose to the Board of Directors all material facts relating to such director’s or officer’s relationship or interest in a proposed contract or transaction and that a majority of the Board of Directors, with any interested director abstaining, approve the contract or transaction in good faith.

 

The Company’s Board of Directors is responsible for reviewing any proposed transaction with related persons. The Board of Directors considers all relevant information in deciding whether to approve or reject a transaction with a related person.

 

Information relating to transactions between the Company and related persons is set forth in “Transactions with Related Parties.”

 

 

Stockholders may communicate with the Board of Directors by writing to us at General Finance Corporation, 39 East Union Street, Pasadena, California 91103, Attention: Secretary. All notices and communications received in writing will be distributed to the Chairman of the Board or the chairman of the appropriate Board committee.

 

 

 

We will provide a copy of the Code of Ethics upon written request delivered to General Finance Corporation, 39 East Union Street, Pasadena, California 91103, Attention: Secretary.

 

 

We currently have five non-employee directors that qualify for compensation.

 

The following table provides information concerning the compensation of the directors for fiscal year 2010:2011:

 

Director Compensation

 

In September 2009, the Compensation Committee approved a new schedule of compensation of our non-employee directors effective January 1, 2010 which, as reflected by the table below, reduced by ten percent the annual retainer payable to directors and established that if multiple committee meetings were held on the same day, the highest fee payable to a committee member for any meeting on such day would constitute the entire fee payable to such committee member for all meetings attended on a single day. These reductions do not apply to the fees payable to the committee chairs. The following table summarizes the schedule of compensation of our non-employee directors (directors who also serve as officers currently receive no additional compensation for their services as directors). In addition to the compensation set forth below, each director is also eligible for reimbursement of reasonable expenses incurred in connection with the director’s services.

 

The annual retainers are payable in advance in semiannualsemi-annual increments on June 30 and December 31.

 

 

We have scheduled a board meeting in conjunction with our Annual Meeting and expect that our directors will attend, absent a valid business or personal reason not to attend.

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE BOARD NOMINEES.

 

 

PROPOSAL 2:

 

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

 

On January 19,9, 2009, the Audit Committee approved the engagement of Crowe Horwarth LLP, or Crowe, as our independent registered public accounting firm.

 

The Audit Committee has selected Crowe as our independent auditors for fiscal year ending June 30, 2011,2012, or fiscal year 2011.2012. We are asking the stockholders to ratify this selection. We expect a representative from Crowe to be present atparticipate in the Annual Meeting and the representative will have the opportunity to make a statement if desired and to respond to appropriate questions by stockholders.

 

Aggregate fees billed to us by Crowe for professional services rendered with respect to our fiscal year ended June 30, 2009,2010, or fiscal year 2009,2010, and fiscal year 20102011 were as follows:

 

In the above table, in accordance with the SEC's definitions and rules, “audit fees” are fees we paid for professional services for the audit of our consolidated financial statements, including those in our Annual Report on Form 10-K and local statutory audit requirements, and reviews of our Quarterly Reports on Form 10-Q. “Audit-related fees” are fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. “Tax fees” are fees for tax compliance, tax advice and tax planning.

 

The policy of the Audit Committee is that it must approve in advance all services (audit and non-audit) to be rendered by the Company’s independent auditors. The Audit Committee approved in advance the engagement of Crowe for services in fiscal year 2010.2010 and fiscal year 2011.

 

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE SELECTION OF CROWE AS OUR INDEPENDENT AUDITORS FOR FISCAL YEAR 2011.2012.

 

The ratification of the selection of Crowe requires the affirmative vote of the holders of a majority of the number of shares voting on this matter. If the stockholders do not ratify the selection, the adverse vote will be deemed to be an indication to the Audit Committee that it should consider selecting other independent auditors for fiscal year 2011.2012. Because of the difficulty and expense of substituting accounting firms, it is the intention of the Audit Committee that the appointment of Crowe for fiscal year 20112012 will stand unless, for a reason other than the adverse vote of the stockholders, the Audit Committee deems it necessary or appropriate to make a change. The Audit Committee also retains the power to appoint another independent auditor at any time or from time to time if it determines it is in our best interests.

 

REPORT OF THE AUDIT COMMITTEE

 

 

The Audit Committee oversees the financial reporting process on behalf of the Board of Directors. In fulfilling its oversight responsibilities the Audit Committee reviewed and discussed the audited financial statements included in the Annual Report on Form 10-K filed with the SEC and the unaudited financial statements included with Quarterly Reports on Form 10-Q filed with the SEC.

 

The Audit Committee met and discussed with management and the independent auditors the matters required to be discussed by Statements on Accounting Standards (SAS) No. 61. These discussions included the clarity of the disclosures made therein, the underlying estimates and assumptions used in the financial reporting, and the reasonableness of the significant judgments and management decisions made in developing the financial statements. In addition, the Audit Committee has discussed with the independent auditors their independence from the Company and has received the written letter from the independent auditors required by Independence Standards Board Standard No. 1.

 

The Audit Committee also met and discussed with the independent auditors the overall scope and objectives of the audit, the Company’s internal controls and critical accounting policies, and the specific results of the audit. Management was present at all or some part of each of these meetings.

 

Pursuant to the reviews and discussions described above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2010.2011.

 

Management is responsible for the Company’s financial reporting process, including its system of internal controls, and for the preparation of consolidated financial statements in accordance with generally accepted accounting principles. The Company’s independent auditors are responsible for auditing those financial statements. The Audit Committee’s responsibility is to monitor and review these processes. It is neither the Committee’s duty nor responsibility to conduct auditing or accounting reviews or procedures. Members of the Audit Committee are not employees of the Company and may not be, and do not represent themselves to be or to serve as, accountants or auditors by profession or experts in the fields of accounting or auditing. Therefore, members have relied, without independent verification, on management& #8217;smanagement’s representation that the financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States of America and on the representations of the independent auditors included in their report on the Company’s financial statements. The Audit Committee’s oversight does not provide it with an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, consultations and discussions with management and the independent auditors do not assure that the Company’s financial statements are presented in accordance with generally accepted accounting principles, that the audit of the Company’s financial statements has been carried out in accordance with generally accepted auditing standards or that the Company’s independent accountants are in fact “independent.”

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

 

COMPLIANCE WITH SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING

 

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and 10% stockholders to file reports with the SEC on changes in their beneficial ownership of common stock and to provide us with copies of the reports. We believe that all of these persons filed all required reports on a timely basis in fiscal year 2010.2011.

 

EXECUTIVE COMPENSATION

 

 

 

The Company’s overall compensation program is designed to align the interests of our executive officers with the interests of our stockholders. We believe the most effective compensation programs align the interests of executive officers and stockholders by rewarding the achievement by executive officers of specific annual and long-term goals which fit within the framework of the Company’s strategy and which increase long-term stockholder value.strategy.  We structure the compensation of our executive officers to reward the achievement of the strategic goals that drive stockholder value.

 

 

The Compensation Committee of the Board of Directors is responsible for the establishment and development of the Company’s compensation philosophy. The Compensation Committee establishes, implements and monitors the structure of the Company’s executive compensation program.

 

The Compensation Committee designs the executive compensation program based uponto achieve the following key principles:goals:

 

 

 

 

 

 

 

For the fiscal year 2010,2011, the principal components of compensation for the principal executive officer, the principal financial officer and the other three most highly compensated executive officers, or collectively the Named Executive Officers, were:

 

In fiscal year 2010,2011, the Compensation Committee did not retain or rely upon information provided by any third-party compensation consultant in setting compensation levels and awards for our Named Executive Officers. Our Compensation Committee made all final compensation decisions for our Named Executive Officers for fiscal year 2010.2011.

 

 

 

 

The Committee’s decision to pay a portion of the annual cash bonuses for fiscal year 20102011 performance was based upon the achievement of some of the Company’s strategic goals the Named Executive Officers and other officers. The Compensation Committee predetermined strategic goals for each Named Executive Officer, assessed the achievement of those goals and determined actual bonus amounts based upon the recommendations of Mr. Valenta and their collective business judgment. The Compensation Committee sets these goals after considering a variety of factors. The Compensation Committee does not believe that the structure of the bonuses or equity based compensation will require the executive officers to operate the Company’s businesses in ways or using methods that will expose the Company to risks that are reasonably lik elylikely to have a material adverse effect on the Company.

 

 

 

Stock option grants to all of our executive officers and other employees, including the Named Executive Officers, must be approved by the Compensation Committee of the Board, which consists entirely of independent directors. Grants occur only at meetings of the Compensation Committee and such grants are made effective as of the date of the meeting or a future date, as in the case of the hiring of a new employee. Stock option awards are not timed in coordination with the release of material non-public information. The exercise price of all stock options granted is equal to the closing market price of our common shares on the date of grant.

 

 

In general, Mr. Valenta attends all meetings of the Compensation Committee at which compensation of the other Named Executive Officers or compensation policy is reviewed. Mr. Valenta does not vote on items before the Compensation Committee. The Compensation Committee and the Board of Directors solicit Mr. Valenta’s views on the performance of the executive officers who report to him.

 

 

Each component of compensation we pay to our Named Executive Officers—salary, cash bonuses and stock options—is based generally on the Committee’s subjective assessment of each individual’s role and responsibilities. Consideration of market rates is an additional factor reviewed by the Committee in determining compensation levels; we do not “benchmark” or specifically target certain levels of compensation. For our executive officers, generally, we determine market compensation rates by reviewing public disclosures of compensation paid to senior executive officers by other companies of comparable size and market capitalization. In fiscal year 20102011 the comparable companies reviewed were:

 

The Compensation Committee also bases its payment of base salary and annual bonuses for Named Executive Officers, other than the chief executive officer, on the attainment of objectives established by the Compensation Committee, based upon recommendations from Mr. Valenta. In establishing individual bonuses for senior executives, the Compensation Committee considers growth in the enterprise value, common stock price, EBITDA and other financial and corporate objectives, together with the executive officer’s contribution to the Company’s growth and profitability.

 

 

The Compensation Committee sets the base salaries, bonus and equity compensation for the other Named Executive Officers after consideration of the recommendations prepared by Mr. Valenta with respect to the appropriate amounts to reward and incentivize each Named Executive Officer. Mr. Valenta used information relating to each executive officer’s responsibilities and achievements in accomplishing the corporate objectives set by the Compensation Committee for the previous year, his assessment of the individual performance of each Named Executive Officer and to recommend to the Compensation Committee the annual incentive bonuses for each of the other Named Executive Officers.

 

 

Based on the review of the Compensation Committee and the consideration of Mr. Valenta’s recommendations, Mr. Valenta, did not receiveValenta’s received a bonus of $97,000 for fiscal year 2010.2011, and Mr. Valenta’s annual base salary and target bonus amount for fiscal year 2012 will be increased to $275,000 and $150,000, respectively.  Mr. Barrantes, Mr. Wilson, Mr. Mourouzis and Mr. Allan received bonuses for the achievement of specific individual objectives, butand bonuses based on EBITDA targets were not awarded.awarded to Messrs. Barrantes, Wilson and Allan.  Mr. Barrantes received a portion of his bonus based on his management of professional fees, cash flows and taxes and his timely and accurate filing of all public reporting of the Company. The specific objectives for the payment of a portion of Mr. Wilson's bonus included the standardization of legal agreements and the management of legal counsel. The specific objectives of Mr. Allan's cash bonus included the effective management of collections, inventory, the training of direct reportsan EBITDA target, EBITDA margin goals, debt levels and the implementation of best practices.capital expenditures goals, while Mr. Mourouzis’ specific objectives included an EBITDA target, reducing debt and increasing revenues from non-construction industry sectors. Following its assessment of their completion of strategic and operational initiatives, the Compensation Committee awarded cash bonuses for fiscal year 20102011 to Mr. Barrantes of $50,000,$100,000, to Mr. Wilson of $50,000$92,500 and to Mr. Allan of AUD $105,000.$193,000.

 

In September 2010,June 2011, after consultation with Mr. Valenta, the Compensation Committee set fiscal year 20112012 annual base salaries and corporate performance targets for fiscal year 2011 and2012 annual cash bonus targets for fiscal year 2011bonuses for the Named Executive Officers.Officers other than Mr. Valenta. The fiscal year 20112012 annual base salaries of Mr. Barrantes and Mr. Allan were increased by $25,000 and AUD$35,000, respectively, while the fiscal year 2012 annual base salaries of Mr. Wilson and Mr. Allan were setMourouzis remained unchanged from fiscal year 2011 at $200,000 $200,000 and AUD $364,000,$175,000, respectively. The Compensation Committee determined that the corporate performance targets andfor annual cash targetsbonuses for fiscal year 2011 were chosen by the Compensation Committee based on the planned achievement by2012 performance for each of the Named Executive Officers ofwould be if the Company achieves specific financial and operationalEBITDA goals. The Committee believes that the goals, while challenging, particularly in the current economic environment, are achievable.  Neither the Co mmitteeCommittee nor Mr. Valenta believe that the fiscal year 20112012 goals will require the Named Executive Officers to take risks to achieve their EBITDA goals that are reasonably likely to have a material adverse effect on the Company.

 

 

Pursuant to separate employment agreements with Mr. Valenta, Mr. Barrantes and Mr. Wilson, we will make a severance payment equal to one year’s salary if such person's employment is terminated by General Finance without cause or by the employee for good cause, each as defined in their respective employment agreements.

 

Each of these three employment agreements provide that each executive may be terminated for cause, and General Finance would therefore not be required to pay severance equal to one year's salary, if such executive breaches his employment agreement, commits any act of personal dishonesty, fraud or breach of fiduciary duty or trust, is convicted of or pleads guilty or no contest to any theft, fraud, breach of fiduciary duty or crime involving moral turpitude or felony, committed acts which give rise to liability for discrimination or harassment, violates directions from the board of directors or chief executive officer, acts in a manner that harms the reputation of General Finance, is found liable of violating securities or other laws, fails to advance or cooperate with any investigation by General Finance or misrepresents his experience or employment history.

 

Each of Mr. Valenta, Mr. Barrantes and Mr. Wilson may terminate their employment for good reason and receive severance equal to one year's salary if General Finance reduces their base salary, permanently relocates their place of employment more than 40 miles from their current residence, hires a person to perform the job functions currently performed by such executive or assigns such executive duties beneath the duties they ordinarily perform.

 

We may also elect to pay six months’ compensation to Mr. Allan in lieu of providing six months prior notice of termination of his employment. The employment agreement of Mr. Mourouzis does not provide for the payment of severance if his employment is terminated without cause, as defined in his employment agreement.

 

 

We do not have programs in place to provide personal perquisites for our executive officers. Mr. Barrantes and Mr. Wilson participate in the medical and dental insurance of Pac-Van at the expense of General Finance. Messrs. Valenta, Barrantes and Wilson are also eligible to participate in the 401(k) retirement plan of Pac-Van, Inc. Mr. Allan participates in medical and dental insurance of Royal Wolf at Royal Wolf’s expense, and Royal Wolf contributes to Mr. Allan’s retirement plan as required by Australian law. We do not have any other retirement plans under which our executive officers may participate.

 

 

 

 

 

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with management. Based on the Compensation Committee’s review of and the discussions with management with respect to the Compensation Discussion and Analysis, the Compensation Committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

 

 

 

The following table contains summary compensation information of the following executive officers, or our “Named Executive Officers,” for fiscal years 2011, 2010 2009 and the year ended June 30, 2008, or fiscal year 2008.2009.

 

Summary Compensation Table

 

We have two compensation plans, our 2006 Stock Option Plan and our 2009 Stock Incentive Plan. Subsequent to December 2009, grants of stock options will be made only from the 2009 Stock Incentive Plan. The following table provides information concerning each grant of an award made to the Named Executive Officers in fiscal year 2010.2011.

 

Option Grants in Fiscal Year 20102011

 

The following table provides information concerning outstanding options as of June 30, 2010.2011.

 

Outstanding Equity Awards at Fiscal Year-End

 

 

Employment Agreements

 

On February 11, 2009, we entered into an employment agreement with Ronald Valenta, under which he agreed to serve to serve as our Chief Executive Officer. Under the employment agreement, Mr. Valenta receivesreceived a base annual salary of $200,000 and is eligible to receive an annual bonus each fiscal year of up to 35% of  his base salary, provided he is employed on the last day of such year. We reimburse Mr. Valenta up to $2,500 per month for a car allowance and health, dental, vision and supplemental disability premiums for Mr. Valenta and his family. Mr. Valenta is entitled to a severance payment equal to one year’s salary if his employment is terminated without cause, as defined in the employment agreement.

 

On September 11, 2006, we entered into an employment agreement with Charles E. Barrantes, under which he agreed to serve as our Executive Vice President and Chief Financial Officer. Under the employment agreement, Mr. Barrantes receivesreceived a base annual salary of $200,000 and is eligible to receive an annual bonus each fiscal year of up to 35% of his base salary, provided he is employed on the last day of such year. We reimburse Mr. Barrantes up to $750 per month for health, dental, vision and supplemental disability premiums for himself and his family. Mr. Barrantes is entitled to participate on the same basis in all offered benefits or programs as any other employee. On June 30, 2009, we entered into an amended and restated employment agreement with Mr. Barrantes that provides that Mr. Barrantes is entitled to a sever anceseverance payment equal to one year’s salary if his employment is terminated without cause, as defined in the employment agreement.

 

On December 14, 2007, we entered into an employment agreement with Christopher A. Wilson, under which he agreed to serve as our General Counsel, Vice President and Secretary. Under the employment agreement, Mr. Wilson receives a base annual salary of $200,000, and is eligible to receive an annual bonus each fiscal year of up to 35% of his base salary, provided he is employed on the last day of such year. Mr. Wilson is entitled to a severance payment equal to one year’s salary if his employment is terminated without cause, as defined in the employment agreement. We reimburse Mr. Wilson for up to $1,150 per month for health, dental, vision and supplemental disability premiums for himself and his family. Mr. Wilson is entitled to participate on the same basis in all offered benefits or programs as any other e mployee.

 

On August 1, 2006,July 14, 2010, Pac-Van entered into an employment agreement with Theodore Mourouzis, under which he agreed to serve as the President and Chief Operating Officer of Pac-Van. Under the employment agreement, Mr. Mourouzis receives a base annual salary of $250,000$175,000 and is eligible to receive an annual bonus each fiscal year of up to 60% of his base salary,based on criteria approved by the Compensation Committee, provided he is employed on the last day of such year.  The employment agreement provides that Pac-Van will pay Mr. Mourouzis non-compete payments equal to eight months of his base salary in the event his employment is terminated without cause by Pac-Van or for good reason by Mourouzis, as defined in the employment agreement.

 

Royal Wolf employs Robert Allan pursuant to an employment agreement that will continue indefinitely, unless terminated by Mr. Allan or Royal Wolf upon at least six months’ notice. Under his employment agreement at June 30, 2011, Mr. Allan will receivereceives a base annual salary of AUD $364,000 in fiscal year 2011$350,000 and is eligible to receive a targetedan annual performance bonus of approximately AUD $160,000 based upon the achievement of specified performance indicators. The maximum annual performance bonus is subject to increase based upon consumer priced index increases. There is no severance or similar obligation to Mr. Allan under his employment agreement except that Royal Wolf may pay six months’ compensation to Mr. Allan in lieu of providing notice of termination of his employment as described above.

 

The employment agreements of Mr. Valenta, Mr. Barrantes, Mr. Wilson and Mr. Mourouzis will terminate upon the date of their death or in the event of a physical or mental disability that renders either of them unable to perform his duties for 60 consecutive days or 120 days in any twelve-month period. The employment agreement of Mr. Allan will terminate upon his death or in the event of physical or mental disability that renders him unable to perform his duties for a period of 12 weeks in any period of 24 consecutive weeks. Mr. Valenta, Mr. Barrantes, Mr. Wilson and Mr. Mourouzis may terminate their respective employment agreements at any time upon 30 days notice to us. Mr. Allanus, and we may terminate his employment with six months' prior notice. We may terminate the employmentthese agreements at any time upon notice to Mr. Valenta, Mr. Barrantes, Mr. Wilson or Mr. Mourouzis or upon six months' prior notice to Mr. Allan.Mourouzis.

 

Ronald Valenta, Charles Barrantes and Christopher Wilson are the only employees of General Finance Corporation who received compensation for services to the Company in fiscal year 2010.2011. Robert Allan received compensation as Chief Executive Officer of GFN AustralasiaRWH Holdings Pty Limited, which, with its subsidiaries, we refer to as “Royal Wolf,” an indirectly-owned Australian subsidiary.

 

In approving Mr. Valenta's, Mr. Barrantes’, and Mr. Wilson’s Mr. Mourouzis' and Mr. Allan's compensation, the Board of Directors reviewed information provided by management regarding the compensation of comparable level officers of public companies, including companies in the equipment leasing business. The Board also considered the size and stage of development of the Company, Mr. Valenta's, Mr. Barrantes’, and Mr. Wilson’s Mr. Mourouzis' and Mr. Allan's experience and prior compensation, and the scope of the services that each would be required to render.render (particularly given the lack of support staff and the need to implement policies and procedures). The Board of Directors determined that the compensation of Mr. Valenta,Valenta's, Mr. Barrantes, Mr. Wilson, Mr. MourouzisBarrantes’ and Mr. AllanWilson’s compensation should consist of a base salary, the opportunity for a material performance-based bo nusbonus and stock options.

 

 

We have no agreements or arrangement with any executive officer that provides for payments upon termination of employment, except that to the employment agreements of Mr. Valenta, Mr. Barrantes and Mr. Wilson under whichprovide that each is entitled to a lump sum severance payment of twelve months base salary if we terminate their employment without “cause” or he terminates his employment for “good reason.” We have no other agreements or arrangements with any executive officer that provide for payments upon a change of control.

 

TRANSACTIONS WITH RELATED PERSONS

 

The Company has utilized certain accounting, administrative and secretarial services from affiliates of officers; as well as office space provided by an affiliate of Mr. Valenta. Effective January 31, 2008, the Company entered into a lease with an affiliate of Mr.Ronald F. Valenta for its new corporate headquarters in Pasadena, California. The rent is $7,393 per month, effective March 1, 2009, plus allocated charges for common area maintenance, real property taxes and insurance, for approximately 3,000 square feet of office space. The term of the lease is five years, with two five-year renewal options, and the rent is adjusted yearly based on the consumer price index. Rental payments were $113,000$110,000 in both fiscal year 20092010 and $110,000 in fiscal year 2010.

 

Effective October 1, 2008, the Company entered into a services agreement through June 30, 2009 (the "Termination Date") with an affiliate of Mr. Valenta for certain accounting, administrative and secretarial services to be provided at the corporate offices and for certain operational, technical, sales and marketing services to be provided directly to the Company's operating subsidiaries. Charges for services rendered at the corporate offices will be, until further notice, at $7,000 per month and charges for services rendered to the Company's subsidiaries will vary depending on the scope of services provided. The services agreement provides for, among other things, mutual modifications to the scope of services and rates charged and automatically renews for successive one-year terms, unless terminated in writing by either party not less t hanthan 30 days prior to the Termination Date.fiscal year end. Total charges to the Company for services rendered under this agreement totaled $234,000 ($63,000 at the corporate office and $155,000, plus out-of-pocket expenses of $16,000, at the operating subsidiaries) in fiscal year 2009 andwere $114,000 ($84,000 at the corporate office and $30,000 at the operating subsidiaries) in fiscal year 2010.2010 and $212,000 ($84,000 at the corporate office and $128,000 at the operating subsidiaries) in fiscal year 2011.

 

We have not adopted a formal written policy regarding transactions with related persons. However, in general, any such material transaction would require approval of the Board of Directors, with any interested director abstaining.

 

STOCKHOLDER COMMUNICATIONS WITH DIRECTORS

 

Stockholders who want to communicate with the Board of Directors or any individual director should write to: Secretary, General Finance Corporation, 39 East Union Street, Pasadena, California 91103. The letter should indicate that you are a stockholder of General Finance Corporation and set forth the number of shares you hold and how the shares are held if they are not registered in your name. Depending upon the subject matter, the Secretary will:

 

STOCKHOLDER RECOMMENDATIONS FOR BOARD NOMINEES

 

 

We intend to hold our 20112012 Annual Meeting of Stockholders in December 2011.2012. As a result, if, for example, we hold our 20112012 Annual Meeting of Stockholders on December 8, 20116, 2012 and publicly disclose or notify stockholders by mail of the date of the 20112012 Annual Meeting of Stockholders at least 100 days prior to December 8, 2011,6, 2012, any notice given by a stockholder pursuant to these provisions of our Bylaws must be received no earlier than September 9, 20117, 2012 and no later than October 9, 2011.7, 2012.

 

To be in proper form, a stockholder’s notice must include the specified information concerning the proposal or nominee as described in our Bylaws. A stockholder who wishes to submit a proposal or nomination is encouraged to seek independent counsel about our Bylaws and legal requirements. The Company will not consider any proposal or nomination that does not meet the requirements of the Company’s Bylaw and SEC requirements for submitting a nomination.

 

OTHER MATTERS

 

Management does not know of any matters to be presented to the Annual Meeting other than those set forth above. However, if other matters properly come before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote said proxy in accordance with the recommendation of the Board of Directors and authority to do so is included in the proxy.

 

AVAILABILITY OF ANNUAL REPORT ON FORM 10-K

 

 

 

 

GENERAL FINANCE CORPORATION

 

ANNUAL MEETING OF STOCKHOLDERS

 

December 9, 20106, 2011

 

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF

 GENERAL FINANCE CORPORATION

 

The undersigned hereby appoints Charles E. Barrantes and Christopher A. Wilson, and each of them, the proxy or proxies of the undersigned with full powers of substitution each to attend and to vote at the Annual Meeting of Stockholders of General Finance Corporation to be held on December 9, 20106, 2011 at the office of General Finance Corporation located at 39 East Union Street, Pasadena, California, beginning at 10:00 a.m. local time, and any adjournments thereof, and to vote all shares of Common Stock that the undersigned would be entitled to vote if personally present, in the manner indicated below and on the reverse side, and on any other matters properly brought before the Annual Meeting or any adjournments thereof, all as set forth in the Proxy Statement dated October 15, 2010.20, 2011.

 

 

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE

 “FOR” ALL NOMINEES,

AND

 “FOR” RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS