UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 5, 2022
UNITED RENTALS, INC.
UNITED RENTALS (NORTH AMERICA), INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-14387 | 06-1522496 | ||
Delaware | 001-13663 | 86-0933835 | ||
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
100 First Stamford Place, Suite 700 | ||
Stamford, Connecticut | 06902 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (203) 622-3131
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934(§240.12b-2
of this chapter):Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, $0.01 par value | URI | NYSE |
Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Amended and Restated
By-Laws
Effective as of May 5, 2022, the Board of Directors of the Company (the “Board”) amended and restated the Company’s
By-Laws
to lower the share ownership threshold on the ability of stockholders to call a special meeting of stockholders from 25% to 15%.The foregoing description of the amendments to the Company’s
By-Laws
is qualified in all respects by reference to the text of the Company’s Second Amended and RestatedBy-Laws,
a copy of which is filed as Exhibit 3.1 to this Current Report on Form8-K
and incorporated herein by reference.Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 5, 2022, the Company held its Annual Meeting at which the stockholders voted: (i) upon the election of 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, Gracia C. Martore and Shiv Singh to the Board for
one-year
terms; (ii) upon the ratification of the appointment of Ernst & Young LLP as the Company’s public accounting firm for the fiscal year ending December 31, 2022; (iii) on an advisory(non-binding)
basis to approve the compensation of the Company’s named executive officers; (iv) on a Company proposal for special shareholder meeting improvement (amendBy-Laws
to reduce threshold to 15%); and (v) on a stockholder proposal for special shareholder meeting improvement.The stockholders elected all ten directors, approved the ratification of the appointment of Ernst & Young LLP, approved (on a
non-binding
basis) the compensation of the Company’s named executive officers, accepted the Company’s proposal for special shareholder meeting improvement (amendBy-Laws
to reduce threshold to 15%) and rejected a stockholder proposal for special shareholder meeting improvement.The final voting results for each of the matters submitted to a vote of stockholders at the 2022 annual meeting are set forth below:
Proposal 1. Election of Directors.
Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||
José B. Alvarez | 55,974,419 | 2,364,477 | 36,945 | 4,511,566 | ||||||||||||
Marc A. Bruno | 57,599,516 | 738,636 | 37,689 | 4,511,566 | ||||||||||||
Larry D. De Shon | 58,217,815 | 119,053 | 38,973 | 4,511,566 | ||||||||||||
Matthew J. Flannery | 57,880,933 | 451,202 | 43,706 | 4,511,566 | ||||||||||||
Bobby J. Griffin | 54,553,118 | 3,775,052 | 47,671 | 4,511,566 | ||||||||||||
Kim Harris Jones | 57,508,491 | 832,231 | 35,119 | 4,511,566 | ||||||||||||
Terri L. Kelly | 57,686,906 | 654,042 | 34,893 | 4,511,566 | ||||||||||||
Michael J. Kneeland | 56,820,521 | 1,374,916 | 180,404 | 4,511,566 | ||||||||||||
Gracia C. Martore | 54,893,558 | 3,439,057 | 43,226 | 4,511,566 | ||||||||||||
Shiv Singh | 57,551,771 | 785,790 | 38,280 | 4,511,566 |
Proposal 2. Ratification of Appointment of Public Account Firm.
For | Against | Abstain | Broker Non-Votes | |||
59,914,423 | 2,933,082 | 39,902 | * |
* | Not applicable. |
Proposal 3. Advisory Approval of Executive Compensation.
For | Against | Abstain | Broker Non-Votes | |||
53,802,107 | 4,503,808 | 69,926 | 4,511,566 |
Proposal 4. Company Proposal for Special Shareholder Meeting Improvement (Amend
By-Laws
to Reduce Threshold to 15%)For | Against | Abstain | Broker Non-Votes | |||
55,920,668 | 2,395,357 | 59,816 | 4,511,566 |
Proposal 5. Stockholder Proposal for Special Shareholder Meeting Improvement.
For | Against | Abstain | Broker Non-Votes | |||
20,275,380 | 37,981,776 | 118,685 | 4,511,566 |
Item 9.01 | Financial Statements and Exhibits. |
3.1 | ||
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 5, 2022
UNITED RENTALS, INC. | ||
By: | /s/ Joli L. Gross | |
Name: Joli L. Gross | ||
Title: Senior Vice President, General Counsel and Corporate Secretary | ||
UNITED RENTALS (NORTH AMERICA), INC. | ||
By: | /s/ Joli L. Gross | |
Name: Joli L. Gross | ||
Title: Senior Vice President, General Counsel and Corporate Secretary |