Voting Matters and Board Recommendations

  Casting Your Vote

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Board Nominees

You are being asked to vote on the following 911 nominees for director. All directors are elected annually by a majority of the votes cast. All nominees meet the New York Stock Exchange (“NYSE”(the “NYSE”) governance standards for director independence, except for Mr.Messrs. Kneeland and Flannery, who isare not independent due to his position as an executive officer.their employment (or, in the case of Mr. Kneeland, former employment) with the Company. Information about each director’s experiences, qualifications, attributes and skills can be found beginning on page 14.18.

* AC – Audit Committee      CC – Compensation Committee        NC – Nominating

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Board Refreshment

Board composition remains a priority for the Company as evidenced by its continuing refreshment efforts. Our Board has engaged an independent consulting and Corporate Governance Committee

SC – Strategy Committee

Corporate Governance Highlights

We are committed to the highest standards of ethics, business integrity and corporate governance. We are focused on increasing stockholder value and understand our ethical obligations to our stockholders, employees, customers, suppliers, and the communities in which we operate. Our governance practices are designed to establish and preserve management accountability, provide a structure that allows the Board to set objectives and monitor performance, ensureencourage the efficient use and accountability of resources, and enhance stockholder value.

Stockholder EngagementBoard Oversight of Environmental and Social Matters

Pursuant to its charter, our Board’s Nominating and Corporate Governance (“N&CG”) Committee holds primary responsibility for overseeing the Company’s environmental and social policies and practices. In furtherance of this responsibility, the N&CG Committee engages on environmental and social matters several times a year, including reviewing the Company’s annual corporate responsibility report and reviewing the Company’s key environmental and social policies. During 2022, the N&CG Committee’s oversight included, among other items, review of: the Company’s health and safety practices and performance; the Company’s diversity, equity and inclusion (“DE&I”) strategy, practices and disclosure; results from the Company’s employee experience survey; the Company’s lobbying report, human rights policy statement, supplier code of conduct and health safety and environmental policy; investor feedback on environmental, social and governance (“ESG”) matters; the Company’s climate and sustainability strategy; and progress against the Company’s environmental and social goals, including the Company’s greenhouse gas (“GHG”) emissions intensity reduction goal. The N&CG Committee also receives regular updates from the Sustainability Steering Committee, comprised of leaders from across the Company. In addition, the full Board periodically reviews environmental and social matters, such as talent management

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and DE&I and the other three Board committees oversee specific ESG topics. The Audit Committee oversees our cybersecurity programs and enterprise risk management and considers related risks. The Compensation Committee evaluates CEO and senior management compensation and therein considers ESG performance. The Strategy Committee advises on overall Company strategy, which increasingly includes consideration of sustainability matters and innovation which will be key to certain environmental initiatives. For additional information see “Environmental and Social Highlights—Environmental and Social Risk Management” and our latest corporate responsibility report available on our website at http://www.unitedrentals.com under the “Company—About Us” tab.

2022 Proposals Regarding Special Shareholder Meeting Right

At our 2022 annual meeting, our stockholders voted on a stockholder proposal to lower the ownership threshold for stockholders to be able to call special meetings from 25% to 10% and a competing Company proposal to lower the ownership threshold from 25% to 15%. The Company proposal passed and the stockholder proposal did not pass. The Company’s By-Laws were amended immediately following stockholder approval at the 2022 annual meeting to lower the ownership threshold for stockholders to be able to call special meetings from 25% to 15%. The N&CG Committee and Board considered the voting results from our 2022 annual meeting and related investor feedback during the 2022 Outreach Program (discussed below) and determined not to lower the threshold below the now current 15% threshold.

Investor Engagement

We value our stockholders’investors’ perspective on our business and each year we proactively interact with stockholdersinvestors through numerous stockholder engagement activities. In 2016,2022, these included our biennial investor day, our annual stockholder meeting, quarterly earnings calls and various investor conferences and several(non-deal) road shows. We also conducted engagement callsIn addition, at the Board’s request, management continued the momentum from the Company’s prior stockholder outreach programs with several large institutional investors and proxy advisory firms to discuss their perspectives on our corporate governance practices and executive compensation programs.another outreach program in 2022, as detailed below. These engagement activities, and the feedback we receive, are informative and helpful to us in our ongoing effort to increase stockholder value.

Our We welcome additional feedback and our Investor Relations department is the contact point for stockholderinvestor interaction with United Rentals. StockholdersAdditionally, investors may also access investor information about the Company through our website. For questions concerning Investor Relations, please contact Ted Grace, Executive Vice President and Chief Financial Officer, at203-618-7122.

2016The purpose of our 2022 Stockholder Outreach Program (our “2022 Outreach Program”) was to engage with our top stockholders about key ESG and compensation topics specific to the Company, and about other topics and trends our stockholders wished to discuss with us. During 2022, we contacted governance and investment professionals at 25 of our top holders, representing over 50% of total outstanding shares. Of the 25 holders contacted in 2022, we had calls with 10 holders, representing approximately 21% of total outstanding shares. The Chair of the N&CG Committee participated in one of these calls and the Board remains willing to make an independent director available for direct discussion with investors, upon investor request and as appropriate. For informationabout how to communicate directly with our Board, see “Corporate Governance Matters—Direct Communications with Directors.” The following is a summary of topics that were discussed during our 2022 engagements and results of the feedback.

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2022 Business HighlightsOverview

The Company generated solid resultsIn 2022, we marked our first 25 years in business by delivering the best financial performance in our history. It was another year of strong demand for 2016,equipment rental services, driven by major tailwinds in our end-markets. We leaned into that opportunity, continuing to invest in the business and growing rental revenue by over 20% in both our general rental and specialty segments.

Importantly, we converted our 2022 growth into record profitability, margins and returns for our shareholders. At the same time, we invested in long-term growth with $2.3 billion of acquisitions, 35 specialty cold-starts, $3.4 billion of rental fleet purchases and ongoing investments in safety, customer service and sustainability. Based on our durable cash generation and strong balance sheet, we announced in January 2023 that we would reactivate our share repurchase program and initiate a quarterly dividend. Together, these decisions are expected to return a total of $1.4 billion of capital to our stockholders this year.

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For the full year 2022, we delivered a record $11.6 billion of total revenue, including $10.1 billion of $5.76 billion;equipment rental revenue, reflecting a mix of investments in organic growth and acquisitions to serve growing market demand. Below the revenue line, we achieved strong flow-through through a combination of diligent cost management and operational excellence, driving a net income margin(1) of 18.1%, and an adjusted EBITDA¹ margin(1) of $2.7648.3%. In addition, we generated $4.4 billion at a margin of 47.9%;net cash from operating activities, and record$1.8 billion of free cash flow²(1) after purchasing $3.4 billion of $1.18 billion. Economic profit improvement (“EPI”)³ declined by $60 million year-over-year. Returnrental fleet to serve our expanding customer base.

We deployed these resources strategically to achieve market share gains and generate superior returns. Our return on invested capital (“ROIC”)⁴(2) for 2022 was 8.3%a record 12.7%, solidly above our cost of capital, and our net leverage ratio was 2.0x at year-end 2022, down from 2.2x at year-end 2021. Total liquidity was $2.9 billion at year-end 2022, after completing our $2 billion acquisition of Ahern Rentals, Inc. (”Ahern”) in December.

Ahern was our largest acquisition in 2022, and we completed it at an ideal time to expand our resources. While it had little impact on our financial results for 2016. The modest declinesthe year, as the acquisition was completed in December 2022, it enabled us to begin integrating acquired operations in 30 states at year-end ahead of seasonal demand. In total, revenue, adjusted EBITDAthe strategic investments we made throughout the year increased our service capacity to approximately 24,600 employees and ROIC were largely attributable to four headwinds: global economic concerns inmore than 1,500 branches as of the first quarter, which caused some uncertainty in our end markets; the ongoing drag from the upstream oil and gas sector; continued weakness in the Canadian economy; and industry over-fleeting. Despite these constraints, our total revenue, adjustedof 2022.

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In addition, our people-centric culture is a pillar of our growth strategy. Our Board monitors Company progress on matters of corporate social and environmental responsibility and fosters our culture through a focus on corporate governance. In 2022, we:

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UNITED RENTALS, INC.

100 First Stamford Place, Suite 700

Stamford, Connecticut 06902

March 21, 201722, 2023

Proxy Statement

Annual Meeting of Stockholders

We are providing this Proxy Statement in connection with the solicitation by the Board of Directors (the “Board”) of United Rentals, Inc. (the “Company”) of proxies to be voted at our 20172023 annual meeting of stockholders (the “Annual Meeting”) to be held at the Boston Marriott Cambridge, 50 Broadway, Cambridge, Massachusetts,virtually via live webcast on Thursday, May 4, 2017,2023, at 9:00 a.m., Eastern daylight time, at www.virtualshareholdermeeting.com/URI2023, and at any reconvened or rescheduled meeting following any adjournment or postponement.

This Proxy Statement contains important information for you to consider when deciding how to vote. Please read this information carefully.

Internet Availability of Proxy Materials

We are making this Proxy Statement and our 20162022 annual report to stockholders available to our stockholders onover the Internet. On March 21, 2017,22, 2023, we mailed our stockholders a Notice and Access to Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy materials, including this Proxy Statement and our 20162022 annual report. Stockholders will be able to access all proxy materials over the Internet free of charge, with such materials being searchable readable and printable. The Notice also provides instructions on how to vote over the Internet, by telephone or by mail. If you received the Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request these materials.

Internet distribution of proxy materials is designed to expedite receipt by stockholders, lower the cost of our annual meetings,Annual Meeting, and reduce the environmental impact of such meetings.meeting. However, if you received the Notice by mail and would like to receive a printed copy of our proxy materials, free of charge, please follow the instructions for requesting such materials contained in the Notice.

Record Date

The record date for determining stockholders entitled to notice of, and to vote at, the annual meetingAnnual Meeting (and at any reconvened or rescheduled meeting following any adjournment or postponement) has been established as the close of business, Eastern daylight time, on March 7, 2017.2023.

Voting Securities Outstanding on Record Date

As of the record date, there were 84,455,33469,385,039 shares of our common stock outstanding and entitled to vote. From April 20 to May 3, 2017,In accordance with Delaware law, a list of the stockholders entitled to vote at the annual meetingAnnual Meeting will be available for inspection during ordinary business hours at our principal executive offices located at 100 First Stamford Place, Suite 700, Stamford, Connecticut. The list will also be available atby appointment with the annual meeting.Company beginning 10 days prior to the Annual Meeting.

Right to Vote

With respect to each matter properly brought before the annual meeting,Annual Meeting, each holder of our common stock as of the record date will be entitled to one vote for each share held on the record date.

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Voting

Voting

Voting Before the Annual Meeting

If you are a stockholder of record, meaning that you hold your shares in certificate form or through an account with our transfer agent, American Stock Transfer & Trust Company, you have three options to vote before the annual meeting:Annual Meeting:

If you indicate a choice with respect to any matter to be acted upon when voting via the Internet (or by telephone or on your returned proxy card, if applicable) and you do not validly revoke it, your shares will be voted in accordance with your instructions. If you do not vote via the Internet or by telephone, or sign, date and return a proxy card prior to the deadlines set forth above, you must attendmay vote via the annual meeting in person in order to vote.Internet during the Annual Meeting.

If you hold your shares in “street name” through an account with a bank or broker, you will receive voting instructions from your bank or broker.

If you are a participant in the United Rentals 401(k) Plan, you should have received a separate proxy voting instruction card from the plan trustee, and you have the right to provide voting instructions to the plan trustee by submitting your voting instruction card for those shares that are held by the plan and allocated to your plan account. For your voting instructions to be processed, they must be received by 11:59 p.m., Eastern time, on Monday, May 1, 2017.

Voting atDuring the Annual Meeting

If you are a stockholder of record, you may attend and vote your shares atduring the annualAnnual Meeting. You can attend the meeting if you attend in person. If you intend to vote your shares atby accessing www.virtualshareholdermeeting.com/URI2023 and entering the annual meeting, you will need to bring valid picture identification with you. We will confirm that you were a stockholder of record16-digit control number on the record date and will provide you with a blank proxy card which will serve as a ballot on which to record your vote.or Notice you previously received.

If you hold your shares in “street name,”name” (i.e. through an account at a broker or other nominee) and want to attend or vote your shares during the Annual Meeting, please follow the instructions you must obtain a legal proxyreceived from your bankbroker or brokernominee to obtain your 16-digit control number in order to vote atadvance of the annual meeting. A legal proxy is an authorization from your bank or broker to vote the shares it holds in its name. In addition to a legal proxy, you will need to bring with you valid picture identification and a recent account statement from your bank or broker, confirming your holdings on the recordAnnual Meeting date. Based on these documents, we will confirm that you have proper authority to vote and will provide you with a blank proxy card to serve as a ballot.

If you are a participant in the URI 401(k) Plan, you may not vote plan shares in person at the annual meeting because the plan trustee submits one proxy to vote all shares held by the plan.

Even if you plan to attend the annual meeting,Annual Meeting, we encourage you to vote your shares before the meeting via the Internet, by telephone or by mail.

Directions to the annual meeting are available by calling the Boston Marriott Cambridge at1-617-494-6600 or visiting its website at http://www.marriott.com/hotels/maps/travel/boscb-boston-marriott-cambridge/.

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Failure to Provide Specific Voting Instructions

If you are a stockholder of record and you properly sign, date and return a proxy card, but do not indicate how you wish to vote with respect to a particular nominee or proposal, then your shares will be voted:voted as follows:

If you hold your shares in “street name” through an account with a bank or broker, you will receive voting instructions from your bank or broker. Banks and brokers have the authority under New York Stock Exchange (“NYSE”)NYSE rules to vote shares for which their customers do not provide voting instructions on routine matters. The proposal to ratify the appointment of our independent registered public accounting firm is considered a routine matter under NYSE rules. This means that banks and brokers may vote in their discretion on this matter on behalf of clients who have not furnished voting instructions at least ten10 days before the date of the annual meeting.Annual Meeting. However, some brokers will only vote uninstructed shares in the same proportion as all other shares are voted with respect to a proposal. Unlike the proposal to ratify the appointment of our independent registered public accounting firm, proposals 1, 3, 4, 5 6 and 76 are eachnon-routine matters for which brokers do not have discretionary voting power and for which specific instructions from beneficial owners are required. As a result, brokers are not allowed to vote on these proposals on behalf of beneficial owners if such owners do not return specific voting instructions.

If you are a participant in the URI 401(k) Plan, you should have received a separate proxy voting instruction card from the plan trustee. If you sign and return the voting instruction card but otherwise leave it blank or if you do not otherwise provide voting instructions to the plan trustee by mail, Internet or telephone, your shares will be voted by the plan trustee:Quorum

Quorum

The presence at the annual meeting,Annual Meeting, in person or represented by proxy, of the holders of a majority of the outstanding shares entitled to vote will constitute a quorum for the transaction of business. If a share is deemed present at the annual meetingAnnual Meeting for any matter, it will be deemed present for all other matters. Abstentions and brokernon-votes are treated as present for quorum purposes.

Right to Revoke Proxies

If you are a stockholder of record (even if you voted via the Internet, by telephone or by mail), you retain the power to revoke your proxy or change your vote. You may revoke your proxy or change your vote at any time prior to its exercise by (i) sending a written notice of such revocation or change to United Rentals, Inc., 100 First Stamford Place, Suite 700, Stamford, Connecticut 06902, Attention: Corporate Secretary, which notice must be received by 5:00 p.m., Eastern daylight time, on Wednesday, May 3, 2017,2023, (ii) voting in person atduring the annual meeting,Annual Meeting, (iii) submitting a new proxy via the Internet or by telephone that is received by 11:59 p.m., Eastern daylight time, on Wednesday, May 3, 2017,2023, or (iv) executing and mailing a later-dated proxy card to American Stock Transfer & Trust Company, Operations Center, 6201 15th Avenue, Brooklyn, New York 11219,Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, which proxy card must be received by 5:00 p.m., Eastern daylight time, on Wednesday, May 3, 2017.2023.

“Street name” stockholders who wish to revoke a proxy already returned on their behalf must direct the institution holding their shares to do so.

Participants in the URI 401(k) Plan who wish to revoke or change voting instructions provided to the plan trustee must follow the instructions of the trustee in order to do so.

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Method and Cost of Solicitation

In addition to solicitation by mail, our directors, officers and employees may solicit proxies by telephone, electronic communication or other means. We have also retained Innisfree M&A Incorporated, a proxy solicitation firm, to assist us in soliciting proxies, for an estimated fee of $22,500, plus reimbursement of reasonableout-of-pocket expenses and disbursements. Our directors, officers and employees receive no additional compensation for solicitation of proxies.

We will bear all costs associated with soliciting proxies for the annual meeting.Annual Meeting. We will, upon request, and in accordance with applicable regulations, reimburse banks, brokers, other institutions, nominees and fiduciaries for their reasonable expenses in forwarding solicitation materials to beneficial owners.

Matters to Be Acted Upon

As discussed in more detail under “Proposal 1—Election of Directors,” each director is required to be elected by a majority of votes cast with respect to such director, i.e., the number of votes cast “for” must exceed the number of votes cast “against.” Abstentions and shares not represented at the meeting will have no effect on the election of directors. Brokers are not entitled to vote on director elections if not furnished voting instructions by their client. As a result, brokernon-votes will not be treated as votes cast and will have no effect on the election of directors.

The matter described in “Proposal 2—Ratification of Appointment of Public Accounting Firm” is required to be approved by the affirmative vote of the majority of shares present in person or represented by proxy at the annual meetingAnnual Meeting and entitled to vote on the matter. Abstentions will have the same effect as a vote against this proposal, whereas shares not represented at the meeting will not be counted for purposes of determining whether such matter has been approved. Brokers may vote in their discretion on this proposal on behalf of clients who have not furnished voting instructions. As a result, brokernon-votes will not arise in connection with, and thus will have no effect on, this proposal.

With respect to “Proposal 3—Advisory Approval of Executive Compensation,” the affirmative vote of a majority of shares present in person or represented by proxy at the annual meetingAnnual Meeting and entitled to vote

on the matter is required for approval of the compensation of our named executive officers. Voting for Proposal 3 is being conducted on an advisory basis and, therefore, the voting results will not be binding on the Company, the Board or the Compensation Committee. Abstentions will have the same effect as a vote against this proposal, whereas shares not otherwise represented at the meeting will have no effect on the outcome of this proposal. Brokers are not entitled to vote on Proposal 3 if not furnished voting instructions by their client. As a result, brokernon-votes will have no effect on the outcome of Proposal 3. Voting for Proposal 3 is being conducted on an advisory basis and, therefore, the voting results will not be binding on the Company, the Board or the Compensation Committee.

With respect to “Proposal 4—Advisory Vote on Frequency of Executive Compensation Vote,” we are asking stockholders whether the advisory vote on executive compensation should occur every three years, every two years, or every year. The option of once every three years, once every two years or once every year that receives the greatest number of votes will be the frequency approved by stockholders. Voting on Proposal 4 is being conducted on an advisory basis and, therefore, the voting results will not be binding on the Company, the Board or the Compensation Committee. Abstentions and shares not otherwise represented at the meeting will have no effect on the outcome of Proposal 4. Brokers are not entitled to vote on Proposal 4 if not furnished voting instructions by their client. As a result, brokernon-votes will have no effect on the outcome of Proposal 4.

With respect to “Proposal 5—Company Proposal to Amend the Company’s RestatedImprove Shareholder Written Consent (Amend Certificate of Incorporation to Remove Supermajority Voting Requirements,Reduce Threshold to 15%),” the affirmative vote of holders of at least66-2/3% 50% of the voting power of all shares of capital stock of the Company entitled to vote generally for the election of directors is required for approval. Abstentions will have the same effect as a vote against this proposal, whereas shares not otherwise represented at the meeting will have no effect on the outcome of this proposal. Brokers are not entitled to vote on Proposal 5 if not furnished voting instructions by their client. As a result, brokernon-votes will have no effect on the outcome of Proposal 5. If stockholders vote to approve Proposal 5, itchanges to our Certificate of Incorporation will be effective upon the filing of ana certificate of amendment to the Restatedand amended and restated Certificate of Incorporation with the Secretary of State of Delaware. WeDelaware, which we intend to file the amendmentdo immediately after the requisite vote is obtained during the annual meeting and prior to the vote on Proposals 6 and 7. Then, after confirmation of receipt from the Secretary of State of Delaware, we will proceed with Proposals 6 and 7.meeting.

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With respect to “Proposal 6—Stockholder Proposal on Special Shareowner Meetings,to Improve Shareholder Written Consent,” the affirmative vote of holders of a majority of shares present in person or represented by proxy at the annual meetingAnnual Meeting and entitled to vote on the matter is required for approval. Abstentions will have the same effect as a vote against this proposal, whereas shares not otherwise represented at the meeting will have no effect on the outcome of this proposal. Brokers are not entitled to vote on Proposal 6 if not furnished voting instructions by their client. As a result, brokernon-votes will have no effect on the outcome of Proposal 6. The voteVoting for Proposal 6 is being conducted on an advisory basis and, therefore, the voting results will not be binding on the Company.

With respect to “Proposal 7—Company Proposal to Amend the Company’s Restated Certificate of Incorporation to Allow Amendment toBy-Laws Granting Stockholders Holding 25% or More the Ability to Call Special Meetings of Stockholders,” if Proposal 5 passes and we file the related amendment to the Company’s Restated Certificate of Incorporation during the annual meeting prior to voting on Proposal 7, the affirmative vote of holders of at least 50% of the voting power of all shares of capital stock of the Company entitled to vote generally for the election of directors is required for approval. If Proposal 5 does not pass or if we do not file the amendment to the Company’s Restated Certificate of Incorporation during the annual meeting, the affirmative vote of holders of at least66-2/3% of the voting power of all shares of capital stock of the Company entitled to vote generally for the election of directors is required for approval. Abstentions will have the same effect as a vote against this proposal, whereas shares not otherwise represented at the meeting will have no effect on the outcome of this proposal. Brokers are not entitled to vote on Proposal 7 if not furnished voting instructions by their client. As a result, brokernon-votes will have no effect on the outcome of Proposal 7.

The Board unanimously recommends that you vote:

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PROPOSAL 1

ELECTION OF DIRECTORS

General

Our Board is currently comprised of the following 11 members: Jenne K. Britell,directors: José B. Alvarez, Marc. A Bruno, Larry D. De Shon, Matthew J. Flannery, Bobby J. Griffin, Kim Harris Jones, Terri L. Kelly, Michael J. Kneeland, Singleton B. McAllister, Brian D. McAuley, John S. McKinney, Jason D. Papastavrou, Filippo Passerini, DonaldFrancisco J. Lopez-Balboa, Gracia C. RoofMartore and Keith Wimbush.Shiv Singh. All directors, except for Mr. Lopez-Balboa, were elected annuallyat the 2022 annual meeting forone-year terms, which expire at the 2017 annual meeting.Annual Meeting. Mr. Lopez-Balboa was appointed to the Board on October 7, 2023, and his term expires at the Annual Meeting.

The Board, upon the recommendation of our Nominating and Corporate Governancethe N&CG Committee, has nominated eightall current directors Jenne K. Britell, José B. Alvarez, Bobby J. Griffin, Michael J. Kneeland, Singleton B. McAllister, Jason D. Papastavrou, Filippo Passerini and Donald C. Roof, to stand forre-election at the 2017 annual meeting, and one new director, Shiv Singh, to stand for election at the 2017 annual meeting.Annual Meeting: José B. Alvarez, Marc A. Bruno, Larry D. De Shon, Matthew J. Flannery, Bobby J. Griffin, Kim Harris Jones, Terri L. Kelly, Michael J. Kneeland, Francisco J. Lopez-Balboa, Gracia C. Martore and Shiv Singh. Each director elected at the 2017 annual meetingAnnual Meeting will hold office until our 20182024 annual meeting of stockholders (the “2024 Annual Meeting”) and, subject to the resignation policy described below, until such director’s successor is elected and qualified. As part of our board refreshment efforts, three current directors, Brian D. McAuley, John S. McKinney and Keith Wimbush, will not stand forre-election, and immediately following the 2017 annual meeting, the size of our Board will be reduced to 9 members until Ms. Martore retires from TEGNA. We thank Mr. McAuley, Mr. McKinney and Mr. Wimbush for their years of service on the Board and their dedication to the Company.

Voting

OurBy-Laws require a director to be elected by a majority of votes cast with respect to such director in uncontested elections. The number of votes cast “for” a director must exceed the number of votes cast “against” that director. Abstentions and shares not represented at the meeting have no effect on the election of directors. Directors will continue to be elected by a plurality of votes cast in contested elections. A “contested election” takes place at any meeting in respect of which (i) our corporate secretaryCorporate Secretary receives a notice pursuant to ourBy-Laws that a stockholder intends to nominate a director or directors and (ii) such proposed nomination has not been withdrawn by such stockholder on or prior to the tenth10th day preceding the date on which the Company first mails its notice of meeting for such meeting to its stockholders.

If a nominee who is serving as a director is not elected at the annual meeting,Annual Meeting, under Delaware law, the director would continue to serve on the Board as a “holdover director” until his or her successor is elected and qualified. However, under our Corporate Governance Guidelines, any director who fails to be elected by a majority vote must offer to tender his or her resignation to the Board on the date of the certification of the election results. The Nominating and Corporate GovernanceN&CG Committee will then consider the resignation offer and make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will accept such resignation unless it determines that the best interests of the Company and its stockholders would not be served in doing so. The Board will act on the Nominating and Corporate GovernanceN&CG Committee’s recommendation within 90 days from the date of the certification of the election results, unless such action would cause the Company to fail to comply with any requirement of the NYSE or any rule or regulation under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in which event the Company will take action as promptly as is practicable while continuing to meet those requirements. The Board will promptly disclose its decision and the rationale behind it in a Form8-K report furnished to the Securities and Exchange Commission (“SEC”). The director who offers to tender his or her resignation will not participate in the Nominating and Corporate GovernanceN&CG Committee’s recommendation or in the Board’s decision.

If a nominee who is not already serving as a director is not elected at an annual meeting,Annual Meeting, under Delaware law, that nominee would not be a “holdover director” and the process described above would not apply.

EightAll 11 of the nominees for election at the 2017 annual meetingAnnual Meeting are currently serving on the Board. Each person nominated has agreed to continue to serve if elected. If any nominee becomes unavailable for any reason to serve as a director at the time of the annual meeting,Annual Meeting, then the shares represented by each proxy may be voted for such other person as may be determined by the holders of such proxy.

The Board unanimously recommends a vote FOR the election of each of Drs. BritellMses. Harris Jones, Kelly and Papastavrou, Ms. McAllisterMartore and Messrs. Alvarez, Bruno, De Shon, Flannery, Griffin, Kneeland, Passerini, RoofLopez-Balboa and

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Singh to hold office until the 2018 annual meeting of stockholders2024 Annual Meeting (designated as Proposal 1) and until such director’s successor is elected and qualified.

Information Concerning DirectorsDirector Nominees and Board Consideration of Director Nominee Experience and Qualifications

In addition to the independence matters described under “Corporate Governance Matters – Matters—Director Independence”,Independence,” the Board and the Nominating and Corporate GovernanceN&CG Committee considered the specific qualifications, experience, qualifications,skills, background, judgment, diversity and other attributes and skills of the directorsdirector nominees named herein and concluded that based on the aforementioned factors, and including each director’sdirector nominee’s demonstrated business acumen, ability to exercise sound judgment, integrity and collegiality, such directorsindividuals should serve as directors of the Company. Following, for

Director Skills and Diversity Matrix

The matrix below presents the prioritized competencies possessed by each director nominee,and certain demographic information. This matrix is intended to provide a summary of our director nominees’ qualifications and demographics and is not a complete list of each director nominee’s strengths or contributions to the Board. Additional details on each director nominee’s experiences, qualifications, skills and attributes are set forth in their biographies. Following the matrix are definitions of each of the Board’s prioritized competencies.

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Definitions of Prioritized Competencies

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Individual Director Biographies

The following is a summary of the age, period of service as a director, current committee membership, business experience, attributes and skills and other directorships.directorships for each director nominee.

José B. Alvarez Independent Director Age: 54 Director Since: 2009 Board Committees: ●     Nominating and Corporate Governance ●     Strategy		BACKGROUND: Mr. Alvarez has been on the faculty of the Harvard Business School since February 2009. Until December 2008, he was the executive vice president—global business developmentExecutive Vice President—Global Business Development for Royal Ahold NV (“Royal Ahold”), one of the world’s largest grocery retailers. Mr. Alvarez joined Royal Ahold in 2001 and subsequently held several key senior management positions, including presidentPresident and chief executive officerChief Executive Officer of the company’s Stop & Shop and Giant-Landover brands. Previously, he served in executive positions at Shaw’s Supermarket, Inc. and American Stores Company. ATTRIBUTESAND SKILLS: Mr. Alvarez has held several key management positions with Royal Ahold, NV, one of the world’s largest grocery retailers, providing him with business leadership experience in, and valuable knowledge of, the global retail industry. These experiences, together with his other public company directorships and academic credentials as a member of the Tuck School of Business and Harvard Business School faculty,faculties, allow him to contribute to the Company and the Board a combination of strategic thinking and industry knowledge with respect to marketing and retailing. Mr. Alvarez holds an MBA degree from the University of Chicago Graduate School of Business and an AB degree from Princeton. OTHER PUBLIC COMPANY DIRECTORSHIPS: Mr. Alvarez also serves as a director of The TJX Companies, Inc. andPreviously, Mr. Alvarez served previously as a director of Church & Dwight Co., Inc. from 2011 to 2013.

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Terri L. Kelly
Independent Director Age: 61 Director Since: 2018 Board Committees: • Compensation • N&CG • Strategy	BACKGROUND: Ms. Kelly is the former President and CEO of W.L. Gore & Associates (“Gore”), a highly innovative, privately-held family-owned enterprise with more than $3 billion in annual revenues, serving in this capacity from 2005 to 2018. Gore specializes in advanced materials that are utilized in a wide array of high-value products including GORE-TEX® fabric, implantable medical devices, venting products, and electronic cables. Gore is well known for its unique management philosophy and culture, and is consistently recognized as a top workplace across the globe. Ms. Kelly joined Gore as an Engineer in 1983 and has expertise across multiple industries including consumer products, defense, industrial, medical devices, and pharmbio. As CEO, she led this global organization of close to 10,000 associates with over 45 manufacturing and sales locations. Ms. Kelly graduated summa cum laude from the University of Delaware with a bachelor’s degree in mechanical engineering. Ms. Kelly serves as a Trustee of the Alfred I. duPont Charitable Trust, whose beneficiary is the Nemours Foundation (one of the nation’s leading children’s health systems), and serves as a Trustee for the University of Delaware. She is also a member of the Management Executive Society and the International Women’s Forum. She previously

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		law firm Husch Blackwell. With her vast legal experience, she serves as an important resource to the Board with regard to legal and regulatory matters. Like other Board members, Ms. McAllister’s service on other public company boards serves as an important benefit by providing the Company a broad perspective at the Board level. OTHER DIRECTORSHIPS: Ms. McAllister is also a director of Alliant Energy Corporation, Interstate Power and Light Company, Wisconsin Power and Light Company and the Proxy Board of Securitas Infrastructure Services, Inc. Additionally, she previously chaired the National Women’s Business Center. Ms. McAllister is a member of the Council on Foreign Relations and a fellow to the National Academy of Public Administration. She has also served on the Advisory Board of the African Development Foundation and has been appointed Secretary to the Virginia State Board of Elections.

		ATTRIBUTESAND SKILLS: Mr. Passerini has gained significant global business and leadership experience in the consumer goods industry as well as valuable knowledge of technology and the global retail industry through his various senior level positions with Procter & Gamble, including Chief Information Officer, for more than 33 years. Mr. Passerini has particular strength with international operations, which he acquired through his previous executive positions in the United Kingdom, Greece, Italy, Latin America and Turkey. HeLopez-Balboa is a memberglobal finance executive with over three decades of the CIO Hall of Fame andleadership experience. He has received numerous awards, including: the inaugural Fisher-Hopper Prize for Lifetime Achievement in CIO Leadership; Shared Service Thought Leader of the Year; andInformationWeek’s Chief of the Year. He is a native of Rome, Italy and holds a degree in Operations Research from the University of Rome. OTHER DIRECTORSHIPS: Mr. Passerini is also a director of Integer Holdings Corporation (formerly Greatbatch, Inc.) and ABM Industries. Since, 2015, Mr. Passerini has also served as a director of Poste Italiane SpA, an Italian company that provides postal and infrastructure services.

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