Notice is hereby given to the holders of common stock of General Finance Corporation that the Annual Meeting of Stockholders ("Annual Meeting") will be held on Thursday, December 13, 20124, 2014 at 10:3:00 a.m.p.m. Pacific Standard Time at the offices of General Finance Corporation located at 39 East Union Street, Pasadena, California.

If you owned common stock of General Finance Corporation on October 17, 2012,8, 2014, the record date, you are entitled to attend and vote at the Annual Meeting. A complete list of stockholders entitled to vote at the Annual Meeting will be available at the principal executive offices of General Finance Corporation located at 39 East Union Street, Pasadena, California beginning December 3, 2012November 24, 2014 and at the Annual Meeting.

If you submit a proxy, you are entitled to revoke your proxy at any time before it is exercised by attending the Annual Meeting and voting in person, duly executing and delivering a proxy bearing a later date or sending written notice of revocation to our Secretary at the Company’s address.39 East Union Street, Pasadena, California 91103. Whether or not you plan to be present at the Annual Meeting, we encourage you to vote your proxy by following the instructions provided in this proxy statementProxy Statement or on the proxy card. Any stockholder attending the meeting may vote in person even if he or shethe stockholder previously has returned a proxy.

The nominee is anominees are current directordirectors and hashave consented to serve as a director.directors. The Board of Directors has no reason to believe that the nomineenominees will be unable to serve as a director.directors. If either of the nominee isnominees are unable to serve or should a vacancy occur before the annual meeting, the Board may 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.Board. The Board of Directors’Board’s 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 long-term strategy.

The Company does not have a formal policy concerning whether the same individual may serve as the Chief Executive Officer and Chairman of the Board. In June 2014, following the passing of Lawrence Glascott, the Board approved a Charter for the Lead Independent Director, elected Ronald Valenta as the Chairman of the Board and elected James Roszak as the Lead Independent Director. The CompanyCharter of Lead Independent Director provides that the Lead Independent Director must be independent and delineates the powers of the Lead Independent Director, including the power to call meetings of the independent Board members, to develop agendas for executive sessions of the Board's independent members and to preside at executive sessions of the Board's independent directors. Ronald Valenta currently has one individual servingserves 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’Board’s 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 steps taken by management to maintain a strong internal controls environment.environment and enterprise risk management. 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 private 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.Board.

The Corporate Governance Guidelines were adopted by the Board of Directors in December 2009.2010.  The Corporate Governance Guidelines are reviewed at least annually to guide our corporate governance in response to changing regulatory requirements and as circumstances warrant.

NASDAQ requiresStock Market Rules require 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 ano 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“independent” within the meaning of The NASDAQ Stock Market Rules and Rule 10A-3(b)(i) under the Securities Exchange Act of 1934, as amended.amended (the "Exchange Act").

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 director’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.interest and which requires disclosure of any relationships or transactions which could interfere with the directors exercise of independent judgment.

The Board of Directors has determined that Ms. Harris and Messrs. Connell, GlascottRoszak and RoszakTashjian 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’s corporate governance guidelines require independent directors to meet, without management, at regularly scheduled executive sessions which generally may take place after regularly scheduled meetings of the entire board of directors.Board.  The Chairman of the Board, the Lead Independent Director or any two independent directors may call a special executive session of the independent directors at any time.  Such special executive sessions may take place after a regular or special meeting of the entire board of directorsBoard or at such other time deemed appropriate.

The Company does not have aJames Roszak has served as the lead independent director.director since June 2014.

The Board of Directors held fiveseven meetings during the fiscal year ended June 30, 2012,2014, or fiscal year 2012.  All2014, and acted by written consent five times.  Five of the meetings were regular meetings, and nonetwo of the 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 2012.2014.

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 20122014 the independent directors met in executive session fiveseven times, and the Audit Committee met in executive session during each of its sixfour regularly scheduled meetings.

The Nominating and Governance Committee periodically assesses the size and composition of the Board of Directors.Board. The Nominating and Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board of Directors.Board. The committee is responsible for identifying and assessing potential director candidates and recommending qualified candidates to the Board of Directors.Board. 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 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 and Governance 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 November 8, 2012.9, 2014. The recommendation must by in writing addressed to the Secretary and must include the following: (i) a statement that the writer is a stockholder and is proposing a candidate for consideration by the Nominating and Governance Committee; (ii) the name and contact information for the candidate; (iii) a 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 and Governance Committee to evaluate the candidate; (v) a 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) a 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 20122014 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.

Stockholders may communicate with the Board of Directors in writing by mail delivered to the following address: 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 or chair 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.

In October 2011, the Compensation Committee approved a new schedule of compensation of our non-employee directors effective January 1, 2012 which, as reflected by the table below, established that if a single committee meeting or multiple committee meetings are held on the same day, a director will receive a fee of $1,500. 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)., as amended on June 5, 2014. 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 quarterly installments, and committee fees are paid at the end of each quarter. The Chairman of the Board shall have the discretion to pay additional fees to directors for meetings other than regular meetings of the board of directors. UponBoard. Prior to fiscal year 2014, upon reelection to the board of directors,Board, each non-employee director will receivereceived a stock option grant to acquire 9,000 shares of common stock with an exercise price determined based upon the closing price of the Company’scompany's common stock on the date of grant, subject to a vesting schedule in which one-third of the options granted will vest on each of the first three anniversaries of the grant date.

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.

On November 8, 2011, 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, 2013,2015, or fiscal year 2013.2015. We are asking the stockholders to ratify this selection. We expect a representative from Crowe to participate 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, 2011,2013, or fiscal year 2011,2013, and fiscal year 20122014 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 20112013 and fiscal year 2012.2014.

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 2013.2015. 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 20132015 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 ourthe Company's best interests.

The Audit Committee oversees the financial reporting process on behalf of the Board of Directors.Board. 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, 2012.2014.

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’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.”

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 2012.2014.

The Company’s compensation program aligns the interests of our executive officers with the interests of our stockholders. The Company's compensation programs align executive officers' and stockholders' interestsdo so by establishing short-term and long-term and strategic goals intended to increase stockholder value and rewarding the achievement by executive officers of those goals. The Compensation Committee periodically reviews and makes recommendations with respect to the adoption and implementation of equity-based and non-equity based compensation plans for executive officers. We therefore structure the compensation of our executive officers to reward the achievement of the strategic goals that drive stockholder value.

As a smaller reporting company, as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, we will hold our firstThe Company held its initial advisory vote on executive compensation at its annual meeting of stockholders in December 2013 at which time a non-binding, advisory vote on executive compensation was approved.  At our 2013 annual meeting of stockholders.stockholders in December 2013, we held our first advisory vote on the frequency of future advisory votes on executive compensation and the Company's stockholders voted to hold a triennial vote on executive compensation.

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 to achieve the following key goals:

For the fiscal year 2012,2014, 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 2012,2014, the Compensation Committee did not retain or rely upon information provided by any third-party compensation consultant inretained Semler Brossy to advise it with respect to setting compensation levels and awards for our Named Executive Officers. Semler Brossy provided the Compensation Committee with an analysis of the compensation program of the Company and a benchmarking analysis which compared each element of the Company's compensation program with the compensation program of industry competitors and other comparable companies. Our Compensation Committee made all final compensation decisions for our Named Executive Officers for fiscal year 2012,2014, except for Mr. Allan for whom all final compensation decisions are made by the Nomination and Remuneration Committee of Royal Wolf Holdings Limited.

The Committee’s decision to pay a portion of the annual cash bonuses for fiscal year 20122014 performance was based upon the achievement of some of the Company’s strategic goals by 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 likely to have a material adverse effect on the Company.

Stock option grantsGrants of stock options and restricted stock 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 awardsAwards of stock options and restricted stock are not timed in coordination with the release of material non-public information. The exercise price of all stock options and restricted stock granted is equal to the closing market price of our common shares on the date of grant.

The Compensation Committee determines stock option and restricted stock award levels in their discretion, primarily based on the recommendations of Mr. Valenta, consideration of the importance of an individual’s responsibilities and performance within the Company and equity awards at comparable companies.

Options and restricted stock granted by the Compensation Committee also are designed to help us retain executive officers in that options and restricted stock are not exercisable at the time of grant, and achieve their maximum value only if performance criteria are met or if the executive remains in the Company’s employ for a period of years. All options granted to Named Executive Officers in fiscal year 20122014 vest ratably over fourthree years subject to achieving a three-year cumulative EBITDA target, subject to adjustment for U.S. Dollar to Australian currency exchange rates and debt levels over established thresholds.based on continued employment. The Compensation Committee believes that thisthese vesting arrangement alignsarrangements align the interests of option holders with stockholders by emphasizing a long-term view of building shareholderstockholder value.  The Compensation Committee also believes that multi-year vesting reduces the risks that could arise from undertaking initiatives to realize annual EBITDA goals, such as through acquisitions or capital expenditures, that could attain short-term goals while adversely effecting long-term shareholder value.

Grants of stock options and restricted stock under the Company’s 2009 Stock Incentive Plan are subject to the Plan’s recoupment provisions which require each optionholder to forfeit all or any portion of an option grant and to reimburse the Company for all proceeds received from exercising stock options and restricted stock if (i) payment, grant or vesting was predicated on the achievement of financial results that were subsequently the subject of a material financial misstatement, (ii) the Board determines the optionholder or holder of restricted stock engaged in fraud or misconduct that caused or partially caused the material financial restatement of the Company or any affiliate and (iii) a lower payment, award or bestingvesting would have occurred based on the financial results.

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.reviewed other than when his compensation is being discussed. 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, stock options and stock options—restricted stock—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 marketlevels. The Compensation Committee engaged Semler Brossy as its compensation rates by reviewing public disclosures ofconsultants to analyze the Company's compensation paidprogram, to senior executive officers by other companies of comparable sizeprovide a benchmarking analysis which compared the Company's compensation program to industry peers and market capitalization. In fiscal year 2012 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 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.

In June 2012,2014, the Compensation Committee considered the achievement of the Company’s fiscal year 20122014 revenues and EBITDA and the recommendations of Mr. Valenta with respect to the individual performance of the other Named Executive Officers and the payment of bonuses for fiscal year 2012.2014. The Compensation Committee considered the completion by the Named Executive Officers of certain strategic and operational initiatives during fiscal year 2012,2014, such as General Finance Corporation exceeding its EBITDA targets Royal Wolf exceeding its EBITDA targets and completing its initial public offering and Pac-Van and Southern Frac operating results exceeding its EBITDA targets for fiscal year 2012.2014.

Based on the review of the Compensation Committee and the consideration of Mr. Valenta’s recommendations, Mr. Valenta’s received a bonus of $146,250$300,000 for fiscal year 2012,2014, and Mr. Valenta’s annual base salary and target bonus amount for fiscal year 20132015 will be $325,000$425,000 and $175,000,$375,000, respectively.  Mr. Barrantes, Mr. Wilson, Mr. MourouzisKluckman and Mr. Allan received bonuses for the achievement of specific individual objectives, and bonuses based on EBITDA targets were awarded to Messrs. Barrantes, Wilson, Kluckman and Allan.  Mr. Barrantes received his bonus based on his management of taxes, investing of cash, improving back-office productivity and capital markets initiatives. The specific objectives for the payment of a portion of Mr. Wilson's bonus included the management of legal counsel, timely and accurate legal filings and development of his staff. The specific objectives of Mr. Allan's bonus included an EBITDA target, EBITDA margin goals, capital expenditures goals and sales program improvements, while Mr. Mourouzis’Kluckman's specific objectives included an EBITDA target, the introduction of best practices, debt covenant compliance and storage customer goals.target. Following its assessment of their completion of strategic and operational initiatives, the Compensation Committee awarded cash bonuses for fiscal year 20122014 to Mr. Barrantes of $100,000,$145,000, to Mr. Wilson of $98,500,$105,000, to Mr. Allan of AUD $128,000$169,902 (AUD$180,000) and to Mr. MourouzisKluckman of $51,730.$250,000.

The implementation of the executive compensation program also underlined our commitment to pay for performance.  Executives who achieved annual, long-term and strategic goals received compensation in accordance with their compensation plans, while executives who failed to achieve their goals received compensation corresponding to their performance. The Company's chief executive officer received 97.5%100% of his target bonus based on the successful refinancingcompletion of one credit facility, progress with initiatives to refinanceinvestor relations objectives, the Pac-Van credit facilityintroduction of new product lines, growth in specific markets, the completion of acquisitions, including the Lone Star acquisition, and prepaycontinued development of the Company's subordinated debt and the attainment of operating metrics.strategic plan. The president of Royal Wolf Holdings received 85%61% of this target bonus afterbased on Royal Wolf Holdings exceeded its capital expenditures budget, while the bonus of the chief financial officer of Royal Wolf Holdings equaled 105% of the target bonus because Royal Wolf Holdings exceeded its EBITDA goals and the attainment of individual goals. The president and vice president of finance of Pac-Van received bonuses equal to approximately 101% and 95%, respectively of their target bonuses because Pac-Van exceeded its budget and other goals.  The chief financial officer and general counsel of General Finance Corporation received 100% and 98%105%, respectively, of their target bonus amounts due to achievement of General Finance Corporation EBITDA and other individual goals.

The executive compensation program therefore reflected the Company’s compensation philosophies by reducing executive compensation when the Company’s business goals were not met.

In June 2012,2014, after consultation with Mr. Valenta, the Compensation Committee set fiscal year 20132015 annual base salaries and corporate performance targets for fiscal year 20132015 annual cash bonuses for the Named Executive Officers other than Mr. Valenta.Officers. The fiscal year 20132015 annual base salaries of Mr. Valenta, Mr. Barrantes, Mr. Wilson, Mr. Allan and Mr. MourouzisKluckman were increased by $25,000, AUD$25,000$20,000, $5,000, $31,658 (AUD$33,540) and $25,000, respectively, while the fiscal year 2013 annual base salaries of Mr. Wilson remained unchanged from fiscal year 2012 at $200,000.$5,000, respectively. The Compensation Committee determined that the corporate performance targets for annual cash bonuses for fiscal year 20132015 performance for each of the Named Executive Officers would be if the Company achieves specific EBITDA goals. The Committee believes that the goals whileare challenging particularly in the current economic environment, arebut achievable.  Neither the Committee nor Mr. Valenta believe that the fiscal year 20132015 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, Mr. Wilson and Mr. Wilson,Kluckman, 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 threefour 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 directorsBoard 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, Mr. Wilson and Mr. WilsonKluckman 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.

In the absence of SEC regulations relating to the recoupment of compensation following the restatement of financial statements, the Compensation Committee has adopted recoupment provisions in the Company’s 2009 Plan and in equity award agreements.  The Compensation Committee will adopt a clawback policy once the SEC has adopted rules to implement the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and all fiscal 20132015 bonus and equity compensation awards are subject to the clawback policy to be adopted.

WeExcept for the car allowance for Mr. Valenta, we do not have programs in place to provide personal perquisites for our executive officers. The Company reimburses Mr. Valenta for up to $2,500 per month for a car allowance, health, dental, vision and/or supplement disability premiums.  Mr. Barrantes and Mr. Wilson participate in the medical and dental insurance of Pac-Van at the expense of the Company. Messrs. Valenta, Barrantes, Kluckman and Wilson are also eligible to participate in the 401(k) retirement plan of Pac-Van, Inc. Mr. Mourouzis is eligible to participate in the medical and dental insurance of Pac-Van. Mr. Allan participates in medical and dental insurance of Royal Wolf 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 following table contains summary compensation information of the following executive officers, or our “Named Executive Officers,” for fiscal years 2012, 20112014, 2013 and 2010.2012.

We haveAt June 30, 2014, we had two equity compensation plans, our 2006 Stock Option Plan and our 2009 Stock Incentive Plan. Subsequent to December 2009, grants of stock options will bewere 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 2012.2014 under the 2009 Plan.

Effective January 31, 2008, the Company entered into a lease with an affiliate of 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 ends on January 31, 2018,is five years, with one remainingtwo five-year renewal option,options, and the rent is adjusted yearly based on the consumer price index. On October 11, 2012, the Company exercised its option to renew the lease for an additional five-year term commencing February 1, 2013.  Rental payments were $110,000 in both fiscal year 20112013 and fiscal year 2012.2014.

Effective October 1, 2008, the Company entered into a services agreement 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 than 30 days prior to the fiscal year end. Total charges to the Company at the corporate office for services rendered under this agreement totaled $212,000 ($84,000 at the corporate office and $128,000 at the operating subsidiaries)$84,000 in both fiscal year 2011and $197,000 ($84,000 at the corporate office2013 and $113,000 at the operating subsidiaries) in fiscal year 2012.2014.  The services agreement was terminated by the Company effective June 30, 2014.

Revenues at Pac-Van from affiliates of Mr. Valenta totaled $27,000$64,000 and $36,000 in$33,000 during fiscal year 20112013 and fiscal year 2012, respectively,2014, respectively; and equipment and other services purchased by Pac-Van from these affiliated entities totaled $40,000$3,000 in fiscal year 2012.2013.  There were no such purchases in fiscal year 2014.

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.

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:

We intend to hold our 20132015 Annual Meeting of Stockholders in December 2013.2014. As a result, if, for example, we hold our 20132015 Annual Meeting of Stockholders on December 6, 20133, 2015 and publicly disclose or notify stockholders by mail of the date of the 20132015 Annual Meeting of Stockholders at least 100 days prior to December 6, 2013,3, 2015, any notice given by a stockholder pursuant to these provisions of our Bylaws must be received no earlier than September 7, 20134, 2015 and no later than October 7, 2013.4, 2015.

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.

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.