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GFNCP General Finance

Filed: 3 Dec 20, 2:10pm
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): December 3, 2020
________________________
General Finance Corporation
(Exact Name of Registrant as Specified in its Charter)
________________________
Delaware
 (State or Other Jurisdiction of Incorporation)
   
001-32845 32-0163571
(Commission File Number) (I.R.S. Employer Identification No.)
   
39 East Union Street  
Pasadena, California 91103
(Address of Principal Executive Offices) (Zip Code)
(626) 584-9722
 (Registrant’s Telephone Number, Including Area Code)
 ________________________
 
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 (See General Instruction A.2 below):
 
 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 CFR 240.14a-12)
  
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol Name of Each Exchange
on Which Registered
Common Stock, $0.0001 par value GFN NASDAQ Global Market
     
9.00% Series C Cumulative Redeemable Perpetual Preferred Stock (Liquidation Preference $100 per share) GFNCP NASDAQ Global Market
     
8.125% Senior Notes due 2021 GFNSL NASDAQ Global Market
     
7.875% Senior Notes due 2025 GFNSZ NASDAQ Global Market
 
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.   
 
EXPLANATORY NOTES
Certain References
 
References to “we,” “us,” “our” or the “Company” refer to General Finance Corporation, a Delaware corporation (“GFN”), and its consolidated subsidiaries. These subsidiaries include GFN U.S. Australasia Holdings, Inc., a Delaware corporation (“GFN U.S.”); GFN Insurance Corporation, an Arizona corporation (“GFNI”); GFN North America Leasing Corporation, a Delaware corporation (“GFNNA Leasing”); GFN North America Corp., a Delaware corporation (“GFNNA”); GFN Realty Company, LLC, a Delaware limited liability company (“GFNRC”); GFN Manufacturing Corporation, a Delaware corporation (“GFNMC”), and its subsidiary, Southern Frac, LLC, a Texas limited liability company (collectively “Southern Frac”); Pac-Van, Inc., an Indiana corporation, and its Canadian subsidiary, PV Acquisition Corp., an Alberta corporation (collectively “Pac-Van”); and Lone Star Tank Rental Inc., a Delaware corporation (“Lone Star”); GFN Asia Pacific Holdings Pty Ltd, an Australian corporation (“GFNAPH”) and its Australian and New Zealand subsidiaries (collectively, “Royal Wolf”).
 
 
TABLE OF CONTENTS
    
Page 
      
     
Item 5.07 
Submission of Matters to a Vote of Security Holders
 1
      
 
 
 
 
Item 5.07     Submission of Matters to a Vote of Security Holders
 
The annual meeting of stockholders of the Company was held on December 3, 2020 in Pasadena, California. Stockholders of record at the close of business on October 6, 2020 were entitled to one vote for each share of common stock held. On October 6, 2020, there were 30,175,225 shares of common stock outstanding.
 
At the annual meeting, the stockholders of the Company voted on the following proposals:
 
1.
Proposal 1.  To elect three Class B directors to serve for terms of three years each, in each case until their respective successors are elected and qualified. The nominees for director were elected by a vote of the stockholders as follows:
 
 For Against Abstain Broker
Non-Votes
 
         
James B. Roszak (three-year term)15,979,847 2,020,320 3,020 8,757,389 
Susan L. Harris (three-year term)16,674,448 1,325,719 3,020 8,757,389 
Jody E. Miller (three-year term)17,939,790 60,377 3,020 8,757,389 
 
2.
Proposal 2.  Ratification of the selection of Crowe Horwath LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2021. The proposal was approved by a vote of stockholders as follows:
   
For26,686,029 
Against51,116 
Abstain23,431 
 
 
 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
     
 
GENERAL FINANCE CORPORATION
  
 
 
Dated: December 3, 2020By:  /s/ CHRISTOPHER A. WILSON 
  Christopher A. Wilson 
  General Counsel, Vice President and Secretary 
 
 
 
 
0001342287 gfn:SeniorNoteDue2025Member 2020-12-03 2020-12-03