§240.14a-12AMERCO[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.Title of each class of securities to which transaction applies:Aggregate number of securities to which transaction applies:Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):Proposed maximum aggregate value of transaction:Total fee paid:Check box if any part of the fee is offset as providedFee computed on table in exhibit required by Item 25(b) per Exchange Act Rule 0-11(a)(2) Rules identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.Amount previously paid:Form, Schedule or Registration Statement No.:Filing Party:Date Filed:
0-11
NOTICE OF THE 20212023 ANNUAL MEETING OF STOCKHOLDERS OF AMERCOU-HAUL HOLDING COMPANY
DATE: Thursday, August 19, 202117, 2023
TIME: 99:00 a.m. Pacific Daylight Time/Time / 12 noon Eastern Daylight Time
PLACE: U-Haul Central Towers Shoen Family Conference and Fitness Center
2727 N. Central Avenue,45 E. Roanoke Rd, Phoenix, Arizona 85004
and webcast live at amerco.cominvestors.uhaul.com
Dear Fellow Stockholders: | July 7, |
We look forward to the 20212023 Annual Meeting of Stockholders (“20212023 Annual Meeting”) of AMERCOU-Haul Holding Company (the “Company”) and are pleased to once again offer our meeting materials over the internet and to webcast this annual meeting. We believe that using the internet to distribute our materials and to host the meeting will allow more stockholders to participate in the meeting. We also expect that this approach will lower costs associated with the meeting and is consistent with our environmental sustainability initiatives.
During the meeting, three (3) proposals will be presented for your consideration and approval:
Proposal 1:The election of the following Directors, each to hold office and serve as a member of the Board of Directors (the “Board”) until the 2022 Annual Meeting of Stockholders: Edward J. Shoen, James E. Acridge, John P. Brogan, James J. Grogan, Richard J. Herrera, Karl A. Schmidt, Roberta R. Shank and Samuel J. Shoen.
Proposal 2:The ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2022.
Proposal 3:A proposal received from Company stockholder proponents to ratify and affirm the decisions and actions taken by the Board and executive officers of the Company with respect to AMERCO, its subsidiaries, and its various constituencies, for the fiscal year ended March 31, 2021.
Proposal 1: | The election of the following Directors, each to hold office and serve as a member of the Board of Directors (the “Board”) until the 2024 Annual Meeting of Stockholders: Edward J. Shoen, James E. Acridge, John P. Brogan, James J. Grogan, Richard J. Herrera, Karl A. Schmidt, Roberta R. Shank and Samuel J. Shoen. | |
Proposal 2: | An advisory vote to approve the compensation paid to the Company’s Named Executive Officers as disclosed in the Proxy Statement. | |
Proposal 3: | A proposal received from Company stockholder proponents to ratify and affirm the decisions and actions taken by the Board and executive officers of the Company with respect to U-Haul Holding Company, its subsidiaries, and its various constituencies, for the fiscal year ended March 31, 2023. |
I encourage you to read the proxy statement for more information on each of these proposals, and to vote on each proposal.
Holders of our voting common stock at the close of business on the record date of June 20, 2023 are entitled to vote at either the Annual Meeting or by proxy. In addition, stockholdersholders of voting common stock may also vote on any other business as may properly come before the 20212023 Annual Meeting or any continuation, postponement or adjournment thereof. On such other business, to the maximum extent allowed by the Securities and Exchange Commission’s proxy rules, NASDAQ listingNew York Stock Exchange rules and any other applicable law, any proxy holders will vote as they determine in their discretion.
I encourage stockholders to participate in the 20212023 Annual Meeting via the webcast in order to reduce the carbon footprint resulting from the meeting. I also encourage youholders of voting common stock to vote, whether or not you attend or participate in the meeting. The Board has fixed the close of business on June 22, 202120, 2023, as the record date for determination of stockholders entitled to notice of and to vote at the 20212023 Annual Meeting or any continuation, adjournment or postponement thereof. If you vote over the internet or by telephone, your vote must be received by 11:59 p.m. Eastern Daylight Time on August 18, 202116, 2023, for shares held directly, and by 11:59 p.m. Eastern Daylight Time on August 14, 2023, for shares held in a Plan to be counted. Mail-in ballots should be mailed by August 5, 2021.3, 2023.
Sincerely yours,
/s/ Edward J. Shoen
Edward J. Shoen
Chairman and President
PROXY STATEMENT
TO BE HELD ON THURSDAY, AUGUST This proxy statement (“Proxy Statement”) is furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the “Board”) of
The Notice of Internet Availability of Proxy Materials (the “Notice”) is first being sent to stockholders on or about July 7, The Board has fixed the close of business on June QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING Why am I being provided with these Owners of record of These materials are also being provided for informational purposes to owners of record of U-Haul Holding Company series N non-voting common stock, par value $0.001, (“Non-Voting Common Stock”). Shares of Non-Voting Common Stock do not entitle their holders to vote at the Annual Meeting. Why have I received a Notice of Internet Availability of Proxy Materials? In accordance with applicable rules of the Securities and Exchange Commission (the “SEC”) governing the solicitation of proxies, we are permitted to furnish proxy materials to our stockholders on the internet, in lieu of mailing printed copies of the documents. You will not receive a printed copy of the proxy materials unless you request a printed copy. The Notice instructs you as to how to access the proxy materials on the internet. The Notice also instructs you as to how to vote. If you would like to receive a printed copy of the proxy materials, please follow the instructions for requesting such materials included in the Notice. You may also download or print these materials, or any portion thereof, from any computer with internet access and a printer.
Who can vote in connection with the Annual Meeting? You may vote if you were the record or beneficial owner of On October 24, 2022, the Company issued shares of Non-Voting Common Stock through a stock dividend, on a 9-for-1 basis, to then-existing holders of the Company’s Voting Common Stock. There were 176,470,092 shares of Non-Voting Common Stock outstanding on the Record Date. Shares of Non-Voting Common Stock do not entitle their holders to vote at the Annual Meeting. If you hold shares of Voting Common Stock and shares of Non-Voting Common Stock, you may only vote your shares of Voting Common Stock. How do I attend the Annual Meeting? The Annual Meeting will be webcast live over the internet at What am I voting on? You are voting on:
In addition, stockholders may also vote on any other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof. On such other business, to the maximum extent allowed by the SEC’s proxy rules and How does the Board recommend that I vote my shares? The Board recommendations are as follows:
We encourage all stockholders to vote their
What types of votes are permitted on each Item?
If you vote “WITHHOLD” in the case of Proposal 1 with respect to any director nominee or “ABSTAIN” (in the case of Proposals 2 or 3), your vote will not be counted as a vote cast in favor of such nominee or on such Proposal.
How many votes are needed to approve each Item?
How many votes must be present, whether in person or by proxy, to hold the Annual Meeting? In order for the Annual Meeting to proceed, holders of one-third of the outstanding shares of What are broker non-votes? Broker non-votes occur with respect to shares held in “street name,” in cases where the record owner (for instance, the brokerage firm or bank) does not receive voting instructions from the beneficial owner and does not have discretionary voting authority with respect to a particular matter. Brokerage firms and banks have discretionary voting authority to vote with respect to “routine” matters; however, they do not have discretionary authority to vote on What if my If the record owner of your shares of Voting Common Stock is a brokerage firm or bank, then your shares are considered to be held in “street name”. If on the Record Date your shares were held in “street name” or you otherwise were not the record holder of If I am a stockholder of record of There are several ways to cast your vote:
You may change or revoke your vote by filing with the Company’s Secretary 4 revoke your vote with respect to your shares if you attend the Annual Meeting in person and so request, although attendance at the meeting will not automatically revoke your proxy absent specific action on your part. Who will pay the costs of soliciting these Proxies? The Board is soliciting proxies from holders of Voting Common Stock and Directors, officers or other employees may assist in that effort by mail, email, telephone, facsimile or in person. We are not paying any third party to solicit proxies on behalf of the Board, but should any costs arise related to the solicitation of proxies then the Company will bear those costs. We will not provide compensation, other than usual compensation, to our Directors, officers and other employees who solicit proxies. PROPOSAL 1 THE ELECTION OF DIRECTORS The independent Directors have nominated the following individuals to stand for election at this Annual Meeting: Edward J. Shoen, James E. Acridge, John P. Brogan, James J. Grogan, Richard J. Herrera, Karl A. Schmidt, Roberta R. Shank and Samuel J. Shoen, and to serve as members of the Board until the The person named in the enclosed proxy will vote to elect all of the nominees as Directors for terms ending at the Directors are elected by a plurality of the shares cast, whether in person or by proxy. Votes may be cast “FOR” all nominees, “WITHHOLD” for all nominees, or “WITHHOLD” as to individual specific nominees. The eight (8) nominees who receive the greatest number of votes cast “FOR” The Board recommends a vote “FOR” each Director nominee named in the Proxy Statement. ADVISORY VOTE TO APPROVE THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (which were added by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”)), and the related rules of the SEC, the Company is providing stockholders the opportunity to vote on a non-binding, advisory resolution to approve the compensation of the Named Executive Officers as disclosed below in this Proxy Statement (commonly referred to as “say-on-pay”), including the Compensation Discussion and Analysis (the “CD&A”), the tabular disclosures regarding compensation of our Named Executive Officers and the narrative disclosure accompanying these tables. We currently seek advisory votes on the compensation of our Named Executive Officers every three (3) years. We last sought such an advisory vote in 2020. We are also required to seek an advisory vote from our stockholders on the frequency of future advisory votes on the compensation of our Named Executive Officers not less than frequently than every sixth year. We last sought such an advisory vote on the frequency in 2020 and must seek the next such advisory vote not later than 2026. As discussed in the CD&A, we believe that our compensation policies and decisions are focused on pay-for-performance principles and are strongly aligned with the long-term interests of our stockholders. The objectives of the Company’s executive compensation program are to retain current executive officers, to encourage existing personnel to self-develop and magnify functional responsibilities and to entice qualified individuals to join the Company in executive positions as such positions are created or vacated. Our compensation program is intended to encourage an environment of teamwork, loyalty and fairness at all levels of the Company. This proposal gives 5 you as a stockholder the opportunity to express your views regarding the Company’s executive compensation policies and procedures. The vote is not intended to address any specific item of compensation but rather the overall compensation of our Named Executive Officers and the principles and procedures described in this Proxy Statement. Although this advisory vote is non-binding, the Board and the Compensation Committee value the views of stockholders and will consider the outcome of the vote when making future compensation decisions for Named Executive Officers. The Board recommends a vote “FOR” approval of Proposal 2, as follows: RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including in the Compensation Discussion and Analysis, compensation tables, and narrative discussion, is hereby APPROVED. COMPENSATION DISCUSSION AND ANALYSIS Overview The purpose of this Compensation Discussion and Analysis (“CD&A”) is to provide material information about the Company’s compensation philosophy, objectives and other relevant policies and to explain and put into context the material elements of the disclosure that follows in this Proxy Statement with respect to the compensation of our Named Executive Edward J. Shoen, Chairman and President of Jason A. Berg, Chief Financial Officer of Laurence J. De Respino, General Counsel; Samuel J. Shoen, Vice Chairman and U-Box Project Manager; and John C. Taylor, President of U-Haul International, Inc. (“U-Haul”). Compensation Philosophy and Objectives The objectives of the Company’s executive compensation program are to retain current executive officers, to encourage existing personnel to self-develop and magnify functional responsibilities and to entice qualified individuals to join the Company in executive positions as such positions are created or vacated. The compensation program is intended to encourage an environment of teamwork, loyalty, and fairness at all levels of the Company. While this CD&A focuses on the compensation of the It is the duty of the Compensation Committee of the Board to review and determine the annual compensation paid to the President and other executive officers. The Compensation Committee evaluates the compensation of the President at least annually to ensure that it is fair, reasonable, and aligned with the Company’s overall objectives. The Compensation Committee did not utilize any benchmarking measure in Fiscal 6 changes in an executive officer’s functional responsibilities within the Company. The intention of the Company has been to compensate the Elements Used to Achieve Compensation Objectives The principal components of the Company’s compensation program in Fiscal
Other Benefits. The The Compensation Committee has reviewed and discussed with management the CD&A prepared by management and included in this Proxy Statement for the Annual Meeting. In reliance on these reviews and discussions with management, the Compensation Committee recommended to the Board, and the Board has approved, that the CD&A be included in the Proxy Statement for the Annual Meeting for filing with the SEC. This report is submitted by the Compensation Committee.
Pursuant to Instructions 1 and 2 to Item 407(e)(5) of Regulation S-K this “Compensation Committee Report” shall not be deemed to be filed with the SEC for purposes of the 7 Act or the Securities Act of 1933, as amended (the “Securities Act”), unless the intention to do so is expressly indicated. Compensation Risk Assessment The Company has assessed the risks that could arise from its compensation policies for all employees, including employees who are not 2020 Advisory Vote on the Compensation of the Company’s Named Executive Officers
At our 2020 Annual Meeting of Stockholders,
(1) Amounts represent the compensation cost recognized for financial statement reporting purposes under ASC: 718 Compensation—Stock Compensationfor Fiscal (2) Amounts represent annual fees paid to each (3) Laurence J. De Respino retired from his position as General Counsel effective May 12, 2023. Analysis of Fiscal The compensation amounts for Edward J. Shoen, the Chairman and President of 9 Discretionary cash bonuses were paid to Edward J. Shoen, Jason A. Berg, John C. Taylor, Laurence J. De Respino and Samuel J. Shoen in Fiscal Pursuant to the Dodd-Frank The Company has elected to identify its median employee every three years unless a significant change in employee population or employee compensation arrangements In our In determining our median employee for
10 PAY VERSUS PERFORMANCE In accordance with Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and certain measures of the Company’s financial performance. SEC rules prescribe the disclosure included in this section; however, the information does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and the pay of its NEOs.For Fiscal 2023, and for the fiscal years ended March 31, 2022 and 2021, the Compensation Committee did not utilize any benchmarking measure and traditionally has not tied compensation directly to a specific performance measurement, market value of the Company’s Voting Common Stock orNon-Voting Common Stock, or benchmark related to any established peer or industry group. For a description of the Company’s compensation philosophy, objectives and other relevant policies and its determination of compensation for the Company’s executive officers for Fiscal 2023, see “Compensation Discussion and Analysis” in this Proxy Statement. The Compensation Committee did not consider the pay versus performance disclosure below in making its compensation decisions for any of the years shown.
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Moving and Storage EBITDA
12 Description of Relationship Between Compensation Actually Paid and Company Total Shareholder Return (“TSR”).Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years.13 Description of Relationship Between Compensation Actually Paid and Net Income. Non-PEO NEOs, and our net income during each of the three most recently completed fiscal years.14 Description of Relationship Between Compensation Actually Paid and Moving and Storage EBITDA. Non-PEO NEOs, and Moving and Storage EBITDA (in thousands) during each of the three most recently completed fiscal years.15 Description of Relationship Between Company TSR and Peer Group TSR. Tabular List of Most Important Financial Performance Measures. Non-PEO NEOs for Fiscal 2023 to Company performance. The measures in this table are not ranked.
16 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Our Audit Committee, in accordance with its charter, routinely reviews the performance and retention of our independent auditor, and in 2023, the Audit Committee determined that it is an appropriate time to revisit its selection of our independent auditor. Therefore, we have submitted a request for proposal to several independent registered public accounting firms, including our current independent registered public accounting firm, BDO USA, P.A. The request for proposal asks that these firms submit proposals to serve as our independent registered public accounting firm for the fiscal year ending March 31, 2024. After receiving and reviewing these proposals, the Audit Committee will select and appoint an independent registered public accounting firm for the fiscal year ending March 31, 2024. In light of this ongoing process, we are not submitting a proposal for the ratification of appointment of BDO at the Annual Meeting. While not required to do so, our practice has been to submit the selection of the independent auditor for ratification in order to ascertain the views of our stockholders, and we expect to resume this practice once a decision has been made. We also expect that representatives from BDO and, in the event the Audit Committee does not engage BDO as the Company’s independent auditor for the fiscal year ending March 31, 2024 and a new independent auditor for the Company has been selected prior to the Annual Meeting, representatives from the independent auditing firm that has been engaged, will be present at the Annual Meeting and that they will have the opportunity to make a statement if they desire to do so and to be available to respond to appropriate questions. BDO has served as the Company’s principal independent registered public accounting firm since
Audit Fees. This category includes the audit of Audit-Related Fees. This category consists of assurance and related services provided by BDO that are reasonably related to the performance of the audit or review of Tax Fees. This category consists of professional services provided by BDO for tax compliance, tax advice and tax planning. All Other Fees. This category consists of fees billed for any other products and services provided by BDO not covered under the other captions above. Each year, the Audit Committee approves the annual audit engagement in advance. The Audit Committee also has established procedures to pre-approve all non-audit services provided by the independent registered public accounting firm. All Fiscal
PROPOSAL 3 - STOCKHOLDER PROPOSAL REGARDING RATIFICATION OF THE DECISIONS AND ACTIONS OF THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS FOR FISCAL Proposal 3 for consideration is a proposal from Company stockholders to ratify and affirm the decisions and actions taken by the Board and executive officers with respect to “Motion: We do hereby submit a proposal for inclusion in the the time frame of April 1 of the year prior to the date of such Proxy Statement through March 31 of the year of such Proxy Statement, be ratified and affirmed. Reason for Making the Proposal: To support the Relevant Notices: 1) We do not have any material interest in the subject matter of the proposal. 2) We are not members of any partnership, limited partnership, syndicate or other group pursuant to any agreement, arrangement, relationship, understanding, or otherwise, whether or not in writing, organized in whole or in part for the purpose of acquiring, owning or voting shares of 3) The above stockholders have continuously held at least $2,000 in market value of In regard to this Proposal 3, reference is hereby made to the Company’s The Board recommends a vote “FOR” approval of Proposal 3, regarding the ratification of the decisions and actions of the Board and executive officers with respect to
|
Member | Audit | Executive | Compensation | Independent | Advisory | Independent | ||||||
James E. Acridge |
| X |
| X | ||||||||
John P. Brogan |
| X |
| X | X | X | ||||||
James J. Grogan | X |
| X | X | ||||||||
Thomas W. Hayes * | X | |||||||||||
Richard J. Herrera |
| X | ||||||||||
Karl A. Schmidt |
| X | ||||||||||
Roberta R. Shank |
|
| X | X | X | |||||||
Edward J. Shoen |
| X | ||||||||||
Samuel J. Shoen |
| X | ||||||||||
|
|
*Non-Director Members
(1) There were no Advisory Board members during Fiscal 2023.
Audit Committee. The Audit Committee is comprised of James E. Acridge, John P. Brogan, James J. Grogan and Karl A. Schmidt. The Audit Committee assists the Board in fulfilling its oversight responsibilities pertaining to financial reporting, audit functions and risk management. The Audit Committee monitors the financial information that is disseminated to our stockholders and the public, the independence and performance of the Company’s independent registered public accounting firm and internal audit department and the systems of internal control established by management and the Board. The Audit Committee operates pursuant to a written
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charter approved by the Board that is available at amerco.com.investors.uhaul.com. The Board has determined that each member of the Audit Committee is independent and meets the applicable requirements of audit committee members under NASDAQNYSE Listing Rules. Mr. Brogan is designated as the audit committee “financial expert”. Stockholders should understand that this designation is a disclosure requirement of the SEC related to Mr. Brogan’s experience and understanding with
respect to financial statements, certain accounting principles and auditing matters. The designation does not impose on Mr. Brogan any duties, obligations or liabilities that are greater than are generally imposed on him as a member of the Audit Committee and the Board, and his designation as an “audit committee financial expert” pursuant to SEC and NASDAQNYSE requirements does not affect the duties, obligations or liability of any other member of the Audit Committee or the Board. The Audit Committee met seven (7)eight (8) times during Fiscal 2021.2023.
Executive Finance Committee. The Executive Finance Committee is comprised of John P. Brogan, Edward J. Shoen and Samuel J. Shoen. The committee is authorized to act on behalf of the Board in approving any transaction involving the finances of the Company. The committee has the authority to give final approval for the borrowing of funds on behalf of the Company without further action or approval of the Board. This committee met or acted by unanimous written consent on ten (10) occasions during Fiscal 2021.2023.
Compensation Committee. The Compensation Committee is comprised of James E. Acridge, John P. Brogan and Roberta R. Shank. The Compensation Committee operates pursuant to a written charter approved by the Board that is available at amerco.com.investors.uhaul.com. The Board has determined that each member of the Compensation Committee is independent and meets the applicable requirements for compensation committee members under NASDAQ Listing Rules.NYSE rules. The Compensation Committee reviews the Company’s executive compensation plans and policies, including benefits and incentives, to ensure that they are consistent with the goals and objectives of the Company, and to the extent required by applicable law or regulation, is responsible for determining or recommending to the Board for determination, the compensation of the President and the compensation of all of the Company’s other executive officers. Additionally, the Compensation Committee reviews and makes recommendations to the Board regarding management recommendations for changes in executive compensation and monitors management plans and programs for the retention, motivation and development of senior management. The Compensation Committee met five (5) times during Fiscal 2021. 2023.
Independent Governance Committee. The Independent Governance Committee is comprised of John P. Brogan, James J. Grogan, Roberta R. Shank and Thomas W. Hayes. Mr. Hayes is not a member of the Company’s Board. The Independent Governance Committee monitors and evaluates the Company’s corporate governance principles and standards and proposes to the Board any modifications which are deemed appropriate for sound corporate governance and compliance with relevant state corporate law, SEC rules and NASDAQ Listing Rules.NYSE rules. In addition, the committee reviews the independence of potential candidates for Board membership. The committee also reviews other matters as referred to it by the Board from time to time. The committee has the authority and a budget from which to retain professionals. Each member of the Independent Governance Committee is determined by the Board to be free of any relationship that would interfere with his or her exercise of independent judgment as a member of this committee. The Independent Governance Committee met four (4)five (5) times during Fiscal 2021.2023. The non-Board member of the Independent Governance Committee is encouraged to attend all Board meetings of the Company.
Mr. Hayes has served as a member of the Independent Governance Committee since 2003 and brings to AMERCOU-Haul Holding Company over 30 years of broad executive and financial management experience. He is the former Treasurer, Auditor General and Director of Finance for the State of California. He was also the President of a multibillion-dollar investment management company, has held leadership positions in restructuring troubled public and private sector entities, and was designated as an audit committee financial expert by Fremont General, then a NYSE-listed firm, when Mr. Hayes served on that company’s audit committee. In addition, Mr. Hayes is a United States Marine Corps combat veteran.
Advisory Board. The Advisory Board was establishedreestablished by the Board in April 2016. The Advisory Board is comprised of Carrie Martz. An additional member to be determined by the Board may be added in the future. Advisory Board members are not Directors and as such do not have the authority to vote on Board matters but are given full access to the affairs of the Board, including Board materials and are allowed full participation at Board meetings. The Advisory Board is not required to have any members, however, the Board has authorized appointing up to two
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Advisory Board members from time to time, who serve at the discretion of the Board. There were no the Advisory Board members during 2023.
Ms. Martz has a 35-year historyIndependent Special Committee. The Board created the Special Committee in April 2022 to consider various matters and actions, including the Company’s stock exchange listing, the Company’s name, options aimed at enhancing the marketability and liquidity of building successful brands having founded The Martz Agency in 1980. Ms. Martz sold her advertising and public relations agency in 2013the Company’s stock, amendments to the founderCompany’s Articles and Bylaws in connection with any actions recommended by the Special Committee, and such other matters as established for the Special Committee by the Board from time to time. The Special Committee was comprised of Go Daddy, Bob Parsons. Ms. Martz has since founded Clean Light Laboratories, LLC, a company that has brought to market a UV-C sanitizer scientifically proven to kill SARS-CoV2. Ms. Martz is also the founder of Carrie On Consulting, where she works with companies on brand developmentJames J. Grogan, Richard J. Herrera and their digital footprint. Ms. Martz served on the board of Cancer
Treatment Centers of America Western Region for 8 years. She has also served on dozens of non-profit boards adding value to their cause-related and social impact programs including over 20 years on Phoenix Suns Charities. Ms. Martz has been honored as a past recipient of Phoenix Chamber Athena Award, Bronze Award Recipient of the Stevie International Marketing Woman of the Year award as well as Arizona Chamber of Commerce Athena Small Business of the Year Award.Roberta R. Shank. The Special Committee met 40 times during Fiscal 2023.
See “Security Ownership of Certain Beneficial Owners and Management” and “Certain Relationships and Related Transactions” for additional information relating to the Directors.
Director Qualifications. The responsibility for Director nominations is vested in the independent Directors. Persons nominated to the Board must have personal integrity and high ethical character. A candidate should not have any interests that would materially impair his or her ability to exercise independent judgment or otherwise discharge the fiduciary duties owed by a Director to the Company, its stockholders and other constituencies. Candidates must be able to represent fairly and equally all stockholders of the Company without favoring any particular stockholder, stockholder group or other constituency of the Company and must be prepared to devote adequate time to the Board and its committees. In selecting nominees for Director, the independent Directors will assure that:
•
a majority of the Board is independent under the applicable SEC and NASDAQNYSE standards;
•
all Audit Committee members are independent under the applicable SEC and NASDAQNYSE standards;
•
all Compensation Committee members are independent under the applicable SEC and NASDAQNYSE standards;
•
at least three (3) of the Directors satisfy the financial literacy requirements required for service on the Audit Committee; and
•
at least one (1) of the Directors qualifies as an audit committee financial expert under the NASDAQNYSE standards.
As described under “Board of Directors and Corporate Governance – Controlled Company Exemption” in this Proxy Statement, because we are a “controlled company” for purposes of NYSE corporate governance standards, our Board is not required to be comprised of a majority of independent directors, nor are we required to have a nominating and corporate governance committee and a compensation committee comprised, in each case, entirely of independent directors. At the date of this Proxy Statement, the Company does not rely upon any of the exemptions from the NYSE rules that are available to controlled companies. However, the Company may in the future decide to rely upon one or more of the exemptions from such rules.
Identifying Director Candidates. The independent Directors utilize a variety of methods for identifying and evaluating nominees to serve as Directors. The Board has a policy of re-nominating incumbent Directors who continue to satisfy the Board’s criteria for membership, whom the independent Directors believe continue to make important contributions to the Board and who consent to continue their service on the Board.
In filling vacancies of the Board, the independent Directors will solicit recommendations for nominees from persons the independent Directors believe are likely to be familiar with (i) the needs of the Company and (ii) qualified candidates. These persons may include members of the Board and management of the Company. The independent Directors may also engage a professional search firm to assist in identifying qualified candidates.
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In evaluating potential nominees, the independent Directors will oversee the collection of information concerning the background and qualifications of the candidates and determine whether the candidates satisfy the minimum qualifications required by the Board for election as Director and whether the candidates possess the specific skills and qualities that, under the Board’s policies, as described in this section, must be possessed by one or more members of the Board.
The independent Directors may interview any proposed candidate and may solicit the views about the candidate’s qualifications and suitability from the Company’s President and other senior members of management. Diversity in terms of business and professional skills and experience, viewpoints, perspective, education and other factors, is considered in the decision-making process.
The independent Directors will make their selections based on all the available information and relevant considerations including, without limitation, the desire for Board diversity as previously discussed herein.in the preceding paragraph. The independent Directors’ selection will be based on who, in the view of the independent Directors, will be best suited for membership on the Board.
In making their selection, the independent Directors will evaluate candidates proposed by stockholders under criteria similar to other candidates, except that the Directors may consider, as one of the factors in their evaluation, the size and duration of the interest of the recommending stockholder in the stock of the Company. The Directors may also consider the extent to which the recommending stockholder intends to continue to hold its interest in the Company, including whether the recommending stockholder intends to continue holding its interest at least through the time of the meeting at which the candidate is to be elected.
Stockholder Recommendations for Nomination. The policy of the Board is to consider properly submitted stockholder recommendations for candidates for membership on the Board as described below. The evaluation process for such recommendations for nominations is overseen by the Company’s independent Directors. In evaluating any recommendations for nomination, the independent Directors seek to achieve qualified Directors who can represent fairly and equally all stockholders of the Company and who satisfy the membership qualifications and criteria described above. Any stockholder recommendations for nomination for consideration by the independent Directors should be mailed or delivered to the Company’s Secretary at 2727 N. Central Avenue, Phoenix, Arizona 85004. A recommendation for nomination by a stockholder must be accompanied by the following information about the stockholder:
•
the stockholder’s name and address;
•
the number of shares of the Company’s stock owned by the recommending stockholder and the time period for which such shares have been held;
•
if the recommending stockholder is not a stockholder of record, a statement from the record holder of the shares (usually a broker or bank) verifying the holdings of the stockholder and a statement from the recommending stockholder of the length of time that the shares have been held; and
•
a statement from the stockholder as to whether the stockholder has a good faith intention to continue to hold the reported shares through the date of the next annual meeting at which the candidate would be elected.
If the recommendation is submitted by a group of two or more stockholders, the above information must be submitted with respect to each stockholder in the group. The recommendation must be received by the Company not later than 120 calendar days prior to the first anniversary of the date the Company mailed its proxy materials for the prior year’s annual meeting, except that if the date of the annual meeting for the current year is moved more than 30 calendar days from the anniversary date of the annual meeting for the prior year, or if the Company did not hold an annual meeting in the prior year, the submission will be considered timely if it is submitted within a reasonable time in advance of the mailing of the Company’s materials for the annual meeting for the current year. The recommendation must be accompanied by consent of the proposed nominee to be interviewed by the independent Directors and other Board members and to serve as Director of the Company. Dates by which director nominations must be received in connection with the 2024 annual meeting of stockholders are set out under the caption “Stockholder Proposals For Next Annual Meeting” in this Proxy Statement.
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The recommendation must also contain information about the recommended nominee, including:
•
the recommended nominee’s name and address;
•the information required by Items 401, 403 and 404 of SEC Regulation S-K (generally providing for disclosure of arrangements or understandings regarding the nomination, the business experience of the proposed nominee, legal proceedings involving the proposed nominee, the proposed nominee’s ownership of securities of the Company, and transactions and relationships between the proposed nominee and the Company);
• | the information required by Items 401, 403 and 404 of SEC Regulation S-K (generally providing for disclosure of arrangements or understandings regarding the nomination, the business experience of the proposed nominee, legal proceedings involving the proposed nominee, the proposed nominee’s ownership of securities of the Company, and transactions and relationships between the proposed nominee and the Company); |
•
a description of all relationships between the recommended nominee and any of the Company’s competitors, customers, suppliers, labor unions or other persons with special interests regarding the Company;
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the qualifications of the recommended nominee; and
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a statement from the recommending stockholder that in his or her view, the candidate, if elected, would represent all the stockholders and not serve for the purpose of advancing or favoring any particular stockholder or other constituency of the Company.
Stockholders who intend to nominate and solicit proxies in support of director nominees other than the Company’s nominees must also comply with the applicable provisions of Rule 14a-19 under the Exchange Act, including by providing a notice to the Company that sets forth the information required by Rule 14a-19(b).
The Secretary of the Company will forward all recommendations to the independent Directors. The acceptance of a recommendation from a stockholder does not imply that the independent Directors will recommend to the Board the nomination of the individual recommended by the stockholder. In addition, the Company’s Restated Bylaws (“Bylaws”) permit stockholders to nominate Directors at an annual meeting and nothing in the above procedures is intended to conflict with the provisions of the Company’s Bylaws governing nominations by stockholders.
The information contained in this Proxy Statement about the Company’s Director nominations process is just a summary. A complete copy of the policies and procedures with respect to stockholder director nominations can be obtained from the Company, free of charge, by writing to our Secretary at the address provided herein under the caption “Stockholders“Stockholder Proposals For Next Annual Meeting.”
26
DIRECTOR COMPENSATION
The Company’s Director compensation program is intended to fairly pay Directors for their time and efforts on behalf of AMERCOU-Haul Holding Company and its direct subsidiaries, as the case may be, in recognition of their fiduciary obligations to stockholders and for their liability exposure. Directors are compensated in the form of a cash fee. The Company does not currently offer stock options or equity grants to its Directors other than shares granted under the ESOP. For Fiscal 2021,2023, the annual fee for all services as a Director of the Company was $67,500.increased to $90,000. Additionally, Audit Committee members also received a $55,000 annual fee for service on such committee, and Executive Finance Committee and Compensation Committee members received a $25,000 annual fee for service on each such committee. Board members serving on the Independent Governance Committee receivereceived an annual fee of $27,500 and the non-Board Independent Governance Committee member receivesannual fee was increased to $90,000. Special Committee members received an annual fee of $67,500. These$90,000. All committee fee amounts are paid in equal monthly installments. The Company also reimburses Directors and the non-Director committee members for the incidental costs associated with their attendance at Board and committee meetings. Director fees paid to Edward J. Shoen and Samuel J. Shoen are included in the SCT.
Name of Director |
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| Fees Earned or Paid in Cash |
| All Other Compensation |
| Total Compensation | Fiscal | Fees Earned or Paid in Cash | All Other | Total Compensation | ||||||||||||
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James E. Acridge (1), (2), (4) |
| 2021 | $ | 147,500 | $ | - | $ | 147,500 | 2023 | $ | 168,125 | $ | - | $ | 168,125 | |||||||||
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John P. Brogan (1), (2), (3), (4), (5) |
| 2021 | $ | 200,000 | $ | - | $ | 200,000 | 2023 | $ | 220,625 | $ | - | $ | 220,625 | |||||||||
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James J. Grogan (1), (5) |
| 2021 | $ | 95,000 | $ | - | $ | 95,000 | ||||||||||||||||
James J. Grogan (1), (2), (5), (7) | 2023 | $ | 260,625 | $ | - | $ | 260,625 | |||||||||||||||||
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Richard J. Herrera (1), (6) |
| 2021 | $ | 82,500 | $ | - | $ | 82,500 | ||||||||||||||||
Richard J. Herrera (1), (6), (7) | 2023 | $ | 193,125 | $ | - | $ | 193,125 | |||||||||||||||||
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Karl A. Schmidt (1), (2) |
| 2021 | $ | 122,500 | $ | - | $ | 122,500 | 2023 | $ | 143,125 | $ | - | $ | 143,125 | |||||||||
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Roberta “Sissie” Roberts Shank (1), (4), (5) |
| 2021 | $ | 120,000 | $ | - | $ | 120,000 | ||||||||||||||||
Roberta “Sissie” Roberts Shank (1), (4), (5), (7) | 2023 | $ | 230,625 | $ | - | $ | 230,625 | |||||||||||||||||
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Thomas W. Hayes (5) |
| 2021 | $ | 67,500 | $ | - | $ | 67,500 | 2023 | $ | 88,125 | $ | - | $ | 88,125 |
(1) |
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| (5) Independent Governance Committee Member | |
| (6) Real Estate Board Member | |
(3) Executive Finance Committee Member | (7) Special Committee Member | |
(4) Compensation Committee Member |
EQUITY COMPENSATION PLAN INFORMATION
We have no securities to be issued under equity compensation plans not approved by our stockholders. The following table summarizes Common Stockcommon stock that may be issued as of March 31, 2021,2023, on the exercise of options under our 2016 AMERCOU-Haul Holding Company Stock Option Plan (Shelf Stock Option Plan).
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted-Average | Number of Securities | |||||||||||||
Equity compensation plans approved by security holders | - |
| - | 20,000,000 | |||||||||||
Equity compensation plans not approved by security holders |
| - |
| - | - | ||||||||||
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Total | - | - | 20,000,000 | ||||||||||||
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(1) | Reflects shares of Voting Common Stock. As of the date of this Proxy Statement, no Non-Voting Common Stock is issuable under the Shelf Stock Option Plan. |
SECURITYSTOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERSAND MANAGEMENT
Security Ownership by Certain Beneficial Owners, Directors, and Management
To the best of the Company’s knowledge, the following table lists, as of March 31, 2021,2023, the beneficial ownership of the Company’s common stockVoting Common Stock and Non-Voting Common Stock of each Director, Director nominee and Named Executive Officer of the Company; and all Directors and executive officers of the Company as a group. The table also lists, to the best of the Company’s knowledge, those persons who beneficially own more than five percent (5%) of the Company’s common stockVoting Common Stock issued and outstanding. The percentages of class amounts set forth in the following table are based on 19,607,788 shares of the Company’s common stock outstanding issuedVoting Common Stock, and 176,470,092 shares of the Company’s Non-Voting Common Stock outstanding as of March 31, 2021.2023. Except as otherwise indicated, each stockholder listed below possesses sole voting and investment power with respect to the shares indicated as being beneficially owned.
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Name and Address of Beneficial Owner (1): | Shares of Voting Common Stock Beneficially Owned | Percentage of Voting Common Stock Class | Shares of | Percentage Voting | ||||||||||||
Directors, Director Nominees and Named Executive Officers: | ||||||||||||||||
James E. Acridge, Director/Director Nominee | - | * | * | - | * | * | ||||||||||
John P. Brogan, Director/Director Nominee | 5,550 | * | * | 46,987 | * | * | ||||||||||
James J. Grogan, Director/Director Nominee | 100 | * | * | 1,848 | * | * |
Name and Address of Beneficial Owner (1): | Shares of Voting Common Stock Beneficially Owned | Percentage of Voting Common Stock Class | Shares of Non-Voting Common Stock Beneficially Owned | Percentage of Non- Voting Common Stock Beneficially Owned | ||||||||||||
Directors, Director Nominees and Named Executive Officers: | ||||||||||||||||
Richard J. Herrera, Director/Director Nominee | - | * | * | - | * | * | ||||||||||
Karl A. Schmidt, Director/Director Nominee | 2,500 | * | * | 22,500 | * | * | ||||||||||
Roberta R. Shank, Director/Director Nominee | - | * | * | - | * | * | ||||||||||
Edward J. Shoen (2), (4), Director/Director Nominee, Principal Executive Officer and 5% Beneficial Owner | 9,791,958 | 49.9 | % | 76,213,477 | 43.2 | % | ||||||||||
Samuel J. Shoen, Director/Director Nominee/Named Executive Officer | 3,444 | * | * | 31,003 | * | * | ||||||||||
Jason A. Berg, Chief Financial Officer/Named Executive Officer | 1,061 | * | * | 9,560 | * | * | ||||||||||
Laurence J. De Respino, Named Executive Officer | 745 | * | * | 6,718 | * | * | ||||||||||
John C. Taylor, Named Executive Officer | 2,507 | * | * | 22,596 | * | * | ||||||||||
Directors and executive officers as a group - 15 persons (3) | 9,812,272 | 50.0 | % | 76,394,415 | 43.3 | % | ||||||||||
5% Beneficial Owners (1)(8): | Shares of Voting Common Stock Beneficially Owned | Percentage of Voting Common Stock Class | ||||||||||||||
Willow Grove Holdings LP (4) 207 E Clarendon Ave. Phoenix, AZ 85012 | 9,791,911 | 49.9 | % | |||||||||||||
Foster Road LLC (4) 207 E. Clarendon Ave. Phoenix, AZ 85012 | 9,791,911 | 49.9 | % | |||||||||||||
Mark V. Shoen (4), (5) | 9,828,495 | 50.1 | % |
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Name and Address of Beneficial Owner (1): | Shares of Common Stock Beneficially Owned | Percentage of Common Stock Class |
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Karl A. Schmidt, Director/Director Nominee | 2,300 | ** |
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Roberta R. Shank | - | ** |
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Edward J. Shoen (2), (4), Director/Director Nominee, Principal Executive Officer and 5% Beneficial Owner | 8,367,972 | 42.7% |
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Samuel J. Shoen, Director/Director Nominee/Named Executive Officer | 3,409 | ** |
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Jason A. Berg, Chief Financial Officer/Named Executive Officer | 1,025 | |
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Laurence J. De Respino, Named Executive Officer | 786 | ** |
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John C. Taylor, Named Executive Officer | 2,466 | ** |
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Directors and executive officers as a group - 15 persons (3) | 8,388,139 | 42.8% |
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5% Beneficial Owners (1): | Shares of Common Stock Beneficially Owned | Percentage of Common Stock Class |
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Willow Grove Holdings LP (4) 207 E Clarendon Ave. Phoenix, AZ 85012 | 8,342,849 | 42.6% |
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Foster Road LLC (4) 207 E. Clarendon Ave. Phoenix, AZ 85012 | 8,342,849 | 42.6% |
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Mark V. Shoen (4), (5) | 8,365,015 | 42.7% |
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The AMERCO Employee Stock Ownership Plan (6) | 951,188 | 4.9% |
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Sophia M. Shoen (7) 5104 N. 32nd Street Phoenix, Arizona 85018 | 1,268,522 | 6.5% |
5% Beneficial Owners (1)(8): | Shares of Voting Common Stock Beneficially Owned | Percentage of Voting Common Stock Class | ||||||
The U-Haul Holding Company Employee Stock Ownership Plan (6) | 826,653 | 4.2 | % | |||||
Sophia M. Shoen (7) 5104 N. 32nd Street Phoenix, Arizona 85018 | 1,268,522 | 6.5 | % |
**The percentage of the referenced class beneficially owned is less than one percent.
(1) Except as otherwise indicated, addresses are c/o AMERCO,U-Haul Holding Company, 2727 N. Central Avenue, Phoenix, Arizona 85004.
(2) Edward J. Shoen has a beneficial interest in 25,123 shares. This consists of25,106 shares pursuant toheld in trust and 47 shares held through the ESOP in trust and owned in his individual capacity.
(3) The 8,388,1399,812,272 shares constitute the shares beneficially owned by the Directors and executive officers of the Company as a group.
(4) Willow Grove Holdings LP (“WGHLP”) is a Delaware limited partnership. It is owned by various trusts associated with Edward J. Shoen and Mark V. Shoen. It owns, directly and indirectly, 8,342,8499,791,911 shares.
(5) Mark V. Shoen has a beneficial interest in 22,16611,478 shares. This consists of shares pursuant to the ESOP and owned in his individual capacity.
(6) The ESOP Trustee consists of three (3) individuals appointed by the Company’s Board. Each participant (or such participant’s beneficiary) in the ESOP is entitled to direct the ESOP Trustee as to how to vote the shares allocated to such participant’s ESOP account. In the event such participant does not provide such direction to the ESOP Trustee, the ESOP Trustee may vote such participant’s shares as determined by the ESOP Trustee in its discretion. This includes the ESOP shares allocated to Directors and Named Executive Officers as identified in the table above. The Company encourages all ESOP participants to vote.
(7) Based upon information last provided to the Company.
(8) Willow Grove Holdings LP, Foster Road LLC, and Mark V. Shoen are deemed to be part of the Schedule 13D Group described under the heading “Change of Control”, below. Certain shares of Voting Common Stock reported in this table as beneficially held by any of them may also be deemed to be beneficially held by other persons included in the Schedule 13D Group. Accordingly, the percentage of shares of Voting Common Stock disclosed in this table as Beneficially Owned by them are, in part, duplicative and do not sum to 100%. For more information see “Change of Control”, below, in this Proxy Statement.
To the best of the Company’s knowledge, there are no arrangements giving any stockholder the right to acquire the beneficial ownership of any shares owned by any other stockholder. We do not maintain a policy prohibiting our directors, officers and other employees from entering into transactions that are designed to hedge the risks and rewards of owning our stock.
Compensation Committee InterlocksChange of Control
On March 28, 2023, a group consisting of Edward J. Shoen, Mark V. Shoen, Foster Road LLC, Willow Grove Holdings LP, Blackwater Investments, Inc., Clarendon Strategies, LLC, and Insider ParticipationSAC Holding Corporation (collectively, the “Schedule 13D Group”) reported on an amendment to Schedule 13D (the “Schedule 13D”) that on March 23, 2023, SAC Holding Corporation purchased an aggregate of 24,900 shares of Voting Common Stock.
The Voting Common Stock was acquired in open market purchases (the “Transactions”) for an aggregate purchase price of $1,404,711.46. The source of funds used in connection with the purchase of such shares of Voting Common Stock was the working capital of SAC Holding Corporation and its affiliates. As a result of the Transactions, the Schedule 13D Group as a group has a direct or indirect beneficial interest in 9,828,542 shares
30
of Voting Common Stock, representing approximately 50.13% of the Voting Common Stock outstanding as of March 31, 2023.
Prior to the Transaction, the members of the Schedule 13D Group together had a direct or indirect beneficial interest in 9,803,642 shares of Voting Common Stock, representing just under 50.0% of the Voting Common Stock outstanding. As a result, and because the Transactions were open market purchases, the Schedule 13D Group did not assume control from any other person.
There is no arrangement or understanding among the members of the Schedule 13D Group with respect to the election of directors or other matters of the Company.
As a result of the Transactions, we are a “controlled company” within the meaning of the NYSE corporate governance standards. For information regarding our status as a controlled company, see “Board of Directors and Corporate Governance – Controlled Company Exemption” in this Proxy Statement.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During Fiscal 2021,2023, our Compensation Committee was comprised of James E. Acridge, John P. Brogan and Roberta R. Shank. None of the Directors who were a member of the Compensation Committee during Fiscal 20212023 were officers or employees of the Company, formerly officers or employees of the Company, or involved in any related person transactions requiring disclosure in this Proxy Statement. No executive officer of the Company served (i) as a member of the Compensation Committee (or other Board committee performing equivalent functions or, in the absence of any such committee, the entire Board) of another entity, one of whose executive officers served on the Compensation Committee of the Company, (ii) as a director of another entity, one of whose executive officers served on the Compensation Committee of the Company, or (iii) as a member of the Compensation Committee (or other Board committee performing equivalent functions or, in the absence of any such committee, the entire Board) of another entity, one of whose executive officers served as a Director of the Company.
Management is responsible for the Company’s internal controls and the financial reporting process. The independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and to issue a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.
In this context, management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee reviewed and discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standards No. 1301, as amended, as adopted by the PCAOB.
The Company’s independent registered public accounting firm also provided to the Audit Committee the written disclosures and the letter required by applicable requirements of the PCAOB regarding the independent registered public accountant’s communications with the Audit Committee concerning independence and the Audit Committee discussed with the independent registered public accounting firm that firm’s independence.
Based on the Audit Committee’s review and discussions described above, and its review of the representations of management and the report of the independent registered public accounting firm to the Audit Committee, the Audit Committee recommended that the Board include the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended March 31, 20212023, as filed with the SEC on May 26, 2021.June 2, 2023.
James E. Acridge | John P. Brogan | James J. Grogan | Karl A. Schmidt |
31
Pursuant to Instruction 1 to Item 407(d) of Regulation S-K, the information set forth under “Audit Committee Report” shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, other than as provided in Item 407 of Regulation S-K, or to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically request that the information be treated as soliciting material or specifically incorporate it by reference into a document filed under the Securities Act or the Exchange Act. Such information will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent we specifically incorporate it by reference.
EXECUTIVE OFFICERS OF THE COMPANY
The Company’s executive officers as of July 1, 20212023, are:
See “Board of Directors and Corporate Governance” for biographical information regarding Edward J. Shoen and Samuel J. Shoen.
Douglas M. Bell was appointed President of Repwest in February 2013. From 2003 to 2013, he served as Vice President of Underwriting for Repwest. Mr. Bell has also served on the Repwest Board since 2012.
Maria L. Bell was appointed Chief Accounting Officer in August 2019. She has been with the Company since 2003 and served as Controller of U-Haul before being appointed as Chief Accounting Officer.
Jason A. Berg was appointed Chief Financial Officer in June 2016. From 2005 to 2016, he served as Principal Financial Officer and Chief Accounting Officer of the Company. Mr. Berg previously served as Treasurer and Secretary of Oxford. He has been with the Company since 1996.
Laurence J. De RespinoKristine K. Campbell has served as General Counsel for the Company since 2005.May 2023. Ms. Campbell has been with the Company since 2011, served as Director of Litigation from 2020 through May 2023, and as Associate General Counsel prior to that.
Laurence De Respino, age 62, served as General Counsel for the Company from 2005 through his retirement effective as of May 12, 2023. He hashad been an attorney for the Company since 2000.2000, including as an attorney with the Company’s external legal counsel prior to joining the Company.
Mark A. Haydukovich has served as President of Oxford since 1997. From 1980 to 1997, he served as Vice President of Oxford.
John C. (“JT”) Taylor has served as a Director of U-Haul since 1990. He has been associated with the Company since 1981 and was appointed as President of U-Haul in 2006.
Matthew Braccia has served as President of Real Estate since January 2019. Mr. Braccia previously served as Real Estate manager since 2008 and has been associated with Real Estate since 1996.
Edward J. Shoen, Mark V. Shoen, and James P. Shoen are brothers. Samuel J. Shoen and Stuart M. Shoen are sons of Edward J. Shoen.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As set forth in the Audit Committee Charter and consistent with NASDAQ Listing Rules,NYSE rules, the Company’s Audit Committee reviews and maintains oversight over related party transactions which are required to be disclosed under the SEC rules and regulations and in accordance with generally accepted accounting principles in the United States. Accordingly, all such related party transactions are submitted to the Audit Committee for ongoingprior review and oversight. Related party transactions are reviewed based on the overall fairness of the transaction to the Company and whether the transaction as a whole is in the best interests of the Company and its applicable constituencies. The Company’s internal processes are designed to ensure that the Company’s legal and/or finance departments identify and monitor potential related party transactions that may require disclosure and Audit Committee review and oversight.
AMERCOU-Haul Holding Company has engaged in related party transactions and has continuing related party interests with certain major stockholders, Directors and officers of the consolidated group as disclosed below. Management believes that the transactions described below were completed on terms substantially equivalent to those that would prevail in third party, arm’s-length transactions.
Stuart M. Shoen is the son of Edward J. Shoen. Mr.Stuart Shoen is employed by SAC Holdings, as described below. Mr. Shoen serves on the boards of U-Haul, Real Estate and Oxford.
Elnora Cunningham is the sister-in-law of Edward J. Shoen. Ms. Cunningham is employed by U-Haul and was paid approximately $135,000$127,000 in salary and bonus for her services during Fiscal 2021.2023.
During Fiscal 2021,2023, the Company purchased $0.3$0.4 million of refinishing supplies from Space Age Auto Paint Store Inc. Edward J. Shoen, a significant stockholder, officer and Director of AMERCO,U-Haul Holding Company, owns Space Age Auto Paint Store Inc.
SAC Holding Corporation and SAC Holding II Corporation (collectively, “SAC Holdings”) were established in order to acquire and develop self-storage properties. These properties are managed by the Company pursuant to management agreements. SAC Holdings, Four SAC Self-Storage Corporation, Five SAC Self-Storage Corporation, Galaxy Investments, L.P. and 2015 SAC Self Storage, LLC are substantially controlled by Blackwater Investments, Inc. (“Blackwater”). Blackwater is wholly owned by WGHLP,, which is owned by various trusts associated with Edward J. Shoen (our Chairman of the Board, President and a significant stockholder) and Mark V. Shoen (a significant stockholder).
The Company currently manages the self-storage properties owned or leased by Blackwater and Mercury Partners, L.P. (“Mercury”), pursuant to a standard form of management agreement under which the Company receives a management fee of between 4% and 10% of the gross receipts plus reimbursement for certain expenses. The Company received management fees, exclusive of reimbursed expenses, of $31.2$37.0 million, $29.0$38.5 million and $30.0$31.2 million from the above-mentioned entities during Fiscal 2021, 20202023, 2022 and 2019,2021, respectively. This management fee is consistent with the fee received for other properties the Company previously managed for third parties. Mark V. Shoen controls the general partner of Mercury. The limited partner interests of Mercury are owned indirectly by James P. Shoen and various trusts benefittingbenefiting Edward J. Shoen and James P. Shoen or their descendants. Mercury holds thehas provided notice that it will exercise an option to purchase a portfolio of properties currently leased by Mercury and a U-Haul subsidiary, which option is exercisable in 2024.
The Company leases space for marketing company offices, vehicle repair shops and hitch installation centers from subsidiaries of Blackwater. Total lease payments pursuant to such leases were $2.6$2.4 million, $2.6$2.4 million and $2.7$2.6 million for Fiscal 2021, 20202023, 2022 and 2019,2021, respectively. The terms of the leases are similar to the terms of leases for other properties owned by unrelated parties that are leased to the Company.
As of March 31, 2021,2023, subsidiaries of Blackwater acted as independent U-Haul dealers. The financial and other terms of such dealership contracts are substantially identical to the terms of those with the Company’s other independent dealers, whereby commissions are paid by the Company based upon equipment rental revenue. However, in some instances the dealership contracts with these entities are for a specified term of years, as opposed to being on a month-by-month term. The Company paid the above-mentioned entities $69.2$88.1 million, $62.1$88.3 million and $61.4$69.2 million in commissions pursuant to such dealership contracts during Fiscal 2023, 2022 and 2021, 2020 and 2019, respectively.
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These agreements, excluding Dealer Agreements, provided revenue of $25.5$29.8 million, expenses of $2.6$2.4 million and cash flows of $22.6$27.4 million during Fiscal 2021.2023. Revenues and commission expenses related to the Dealer Agreements were $323.8$418.9 million and $69.2$88.1 million, respectively, for Fiscal 2021.2023.
In June 2020, the Company purchased an airplane from SAC Holdings for $0.4 million.
In December 2020, AMERCO contributed $12.0 million to Oxford in the form of a surplus note with an interest rate of 4.0%. This note will be repaid to AMERCO with interest over the next seven years.
In February 2011, the Company and U.S. Bank N.A.Trust Company, National Association, a national banking association as successor in interest to U.S. Bank National Association (the “Trustee”) entered into the U-Haul Investors Club® Indenture. The Company and the Trustee entered into this indenture to provide for the issuance of notes (“U-Notes”) by the Company directly to investors over the Company’s proprietary website, uhaulinvestorsclub.com. The U-Notes® are secured by various types of collateral including rental equipment and real estate. U-Notes are issued in series that vary as to principal amount, interest rate and maturity. U-Notes are obligations of the Company and are secured by the associated collateral; they are not guaranteed by any of the Company’s affiliates or subsidiaries.
As of March 31, 2021,2023, the following related parties invested in U-Notes, in amounts in excess of $120,000, upon the following terms.
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| As of March 31, 2021 | ||||||
Investor |
| Amount Outstanding |
| Interest Rates |
| Largest Outstanding (g) |
| Principal Repayments (g) |
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Edward J. Shoen (a) | $ | 7,850 |
| 2.25% - 8.00% | $ | 7,927 | $ | 862 |
Stuart M. Shoen |
| 424 |
| 3.00% - 8.00% |
| 490 |
| 110 |
Samuel J. Shoen (b) |
| 3,807 |
| 4.77% - 8.00% |
| 3,944 |
| 143 |
James P. Shoen (c) |
| 3,214 |
| 2.50% - 8.00% |
| 3,414 |
| 472 |
Diamond Ranch Trust Company (d) |
| 2,739 |
| 4.15% - 8.00% |
| 3,070 |
| 413 |
Diamond Ranch Trust Company (e) |
| 2,759 |
| 4.15% - 8.00% |
| 3,084 |
| 405 |
Diamond Ranch Trust Company (f) |
| 2,341 |
| 2.50% - 8.00% |
| 2,491 |
| 292 |
John C. ("JT") Taylor |
| 324 |
| 2.25% - 7.75% |
| 325 |
| 86 |
John P. Brogan |
| 499 |
| 2.50% - 6.37% |
| 553 |
| 199 |
Repwest |
| 2,24 |
| 6.37% - 8.00% |
| 2,696 |
| 280 |
Oxford |
| 57 |
| 4.86% - 6.75% |
| 88 |
| 41 |
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(a) Individually and pursuant to a trust agreement | ||||||||
(b) Including investments by or on behalf of his child | ||||||||
(c) Including investments by or on behalf of his children | ||||||||
(d) As trustee under the "C" Irrevocable Trust with Edward J. Shoen as grantor | ||||||||
(e) As trustee under the "C" Irrevocable Trust with Mark V. Shoen as grantor | ||||||||
(f) As trustee under the "C" Irrevocable Trust with James P. Shoen as grantor | ||||||||
(g) During fiscal 2021 |
As of March 31, 2023 | ||||||||||||||||
Investor | Amount Outstanding | Interest Rates | Largest Outstanding (g) | Principal Repayments (g) | ||||||||||||
(Amounts in thousands) | ||||||||||||||||
Edward J. Shoen (a) | $ | 6,501 | 1.50% - 8.00% | $ 7,614 | $ | 1,941 | ||||||||||
Stuart M. Shoen | 329 | 3.00% - 8.00% | 361 | 42 | ||||||||||||
Samuel J. Shoen (b) | 3,368 | 2.75% - 8.00% | 3,724 | 438 | ||||||||||||
James P. Shoen (c) | 3,329 | 1.50% - 8.00% | 3,370 | 965 | ||||||||||||
Diamond Ranch Trust Company (d) | 1,918 | 5.53% - 7.75% | 2,390 | 473 | ||||||||||||
Diamond Ranch Trust Company (e) | 1,960 | 5.53% - 7.75% | 2,421 | 461 | ||||||||||||
Diamond Ranch Trust Company (f) | 1,867 | 2.75% - 8.00% | 2,071 | 205 | ||||||||||||
John C. (“JT”) Taylor | 358 | 1.50% - 7.75% | 358 | 114 | ||||||||||||
John P. Brogan | 132 | 2.75% - 5.78% | 296 | 165 | ||||||||||||
Repwest | 1,732 | 6.65% - 8.00% | 2,245 | 512 |
(a) Individually and pursuant to a trust agreement
(b) Including investments by or on behalf of his child
(c) Including investments by or on behalf of his children
(d) As trustee under the “C” Irrevocable Trust with Edward J. Shoen as grantor
(e) As trustee under the “C” Irrevocable Trust with Mark V. Shoen as grantor
(f) As trustee under the “C” Irrevocable Trust with James P. Shoen as grantor
(g) During fiscal 2023
There are no fees to join or maintain a membership with the U-Haul Investors Club. The U-Haul Investors Club operates through its proprietary website, uhaulinvestorsclub.com, and is open to all U.S. residents and entities organized under the laws of a U.S. jurisdiction, and accepts investments as low as $100.
COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Stockholders and other interested parties may communicate with the Board or with its non-executive directors as a group by addressing communications to the Board of Directors or to the Non-Executive Directors, as applicable, of AMERCOU-Haul Holding Company c/o the Secretary of AMERCOU-Haul Holding Company at 2727 N. Central Avenue, Phoenix, Arizona 85004. All such communications, or summaries thereof, will be relayed to the Board.Board or to the non-executive Directors, as applicable.
STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
For inclusion in the proxy statement and form of proxy relating to the 20222024 Annual Meeting of Stockholders of AMERCO,U-Haul Holding Company, a stockholder proposal intended for presentation at that meeting must be submitted in accordance with the applicable rules of the SEC, including Rule 14a-8 under the Exchange Act, and the Company’s Bylaws and received by the Secretary of AMERCO,U-Haul Holding Company, c/o U-Haul International, Inc., 2727 North Central Avenue, Phoenix, Arizona 85004, on or before March 9, 2022. 11, 2024.
Proposals, including director nominations, to be presented at the 20222024 Annual Meeting of Stockholders of AMERCOU-Haul Holding Company that are not intended for inclusion in the proxy statement and form of proxy must also be submitted by March 9, 202211, 2024, and in accordance with the applicable provisions of the Company’s Bylaws. A copy of the Bylaws is available upon written request, delivered to the Secretary of AMERCOU-Haul Holding Company at the address in the preceding sentence. paragraph. Stockholders who intend to nominate and solicit proxies in support of director nominees other than the Company’s nominees must comply with the applicable provisions of the Company’s Bylaws and Rule 14a-19 under the Exchange Act, including by providing a notice to the Company that sets forth the information required by Rule 14a-19(b).
The Company will not consider any proposal or nomination that is not timely or otherwise does not meetcomply with the Company’s Bylaws andor meet SEC requirements for submitting a proposal or nomination. The Company reserves the right to reject, rule out of order or take other appropriate action with respect to any proposal or nomination that does not comply with these and other applicable requirements.
The Company suggests that proponents submit their proposals to the Secretary of AMERCOU-Haul Holding Company by Certified Mail-Return Receipt Requested.
A copy of the Company’s Annual Report for the year ended March 31, 20212023, may be viewed and downloaded from proxyvote.com or from the Company’s Investor Relations website at amerco.com,investors.uhaul.com, may be requested via e-mail through either such website, or requested telephonically at 1-800-579-1639. The Annual Report is not to be regarded as proxy solicitation material.
With respect to Company stockholders’ meetings following the Annual Meeting, the Company anticipates it will continue furnishing proxy materials to stockholders by posting such materials on an internet website in accordance with applicable laws and providing stockholders with notice of internet availability of such materials. Paper copies of such materials will be available to stockholders on request, for a period of one year, at no cost, in accordance with applicable laws.
UPON REQUEST, THE COMPANY WILL PROVIDE BY FIRST CLASS U.S. MAIL, TO EACH STOCKHOLDER OF RECORD AS OF THE RECORD DATE, WITHOUT CHARGE, A COPY OF THIS PROXY STATEMENT, THE PROXY CARD, AND THE COMPANY’S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED MARCH 31, 2021,2023, INCLUDING THE REQUIRED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES. WRITTEN REQUESTS FOR THIS INFORMATION SHOULD BE DIRECTED TO: DIRECTOR, FINANCIAL REPORTING, U-HAUL INTERNATIONAL, INC., P.O. BOX 21502, PHOENIX, ARIZONA 85036-1502.
AMERCO 2021U-HAUL HOLDING COMPANY 2023 ANNUAL MEETING OF STOCKHOLDERS
August 19 17, 20212023
Phoenix, Arizona
MEETING PROCEDURES
In fairness to all stockholders attending the 20212023 Annual Meeting of Stockholders (“Annual Meeting”) of AMERCO,U-Haul Holding Company, and in the interest of an orderly meeting, we ask you to honor the following:
A. The meeting will not be open to the public. Pursuant to Section 6 of Article II of AMERCO’sU-Haul Holding Company’s Restated Bylaws (the “Bylaws”), attendance at the Annual Meeting is limited to (i) stockholders entitled to vote at the Annual Meeting and (ii) the persons upon whom proxies valid for purposes of the meeting have been conferred or their duly appointed substitutes (if the related proxies confer a power of substitution). A person otherwise entitled to attend the Annual Meeting will cease to be so entitled if, in the judgment of the chairman of the meeting, such person engages in disorderly conduct impeding the proper conduct of the Annual Meeting. Stockholders of record or their proxies and beneficial owners may be asked to show proof of entitlement to attend the Annual Meeting. Stockholders of record voting by proxy will not be admitted to the meeting unless their proxies are revoked, in which case the holders of the revoked proxies will not be permitted to attend the meeting. In addition, the media will not be given access to the meeting. The meeting will be webcast over the internet at amerco.cominvestors.uhaul.com and such webcast will be open to the public. We encourage stockholders and other stakeholders and media members to watch the Annual Meeting via our webcast. We believe this is one way to reduce the carbon footprint attributable to the Annual Meeting.
B. With the exception of cameras and recording devices provided by the Company, cameras and recording devices of all kinds (including stenographic) are prohibited in the meeting room.
C. Pursuant to Article II, Section 9 of the Bylaws after calling the meeting to order, the chairman of the meeting will require the registration of all stockholders intending to vote in person, and the filing of all proxies with the Inspector of Elections. After the announced time for such filing of proxies has ended, no further proxies or changes, substitutions, or revocations of proxies will be accepted.
D. Pursuant to Article II, Section 9 of the Bylaws the chairman of the meeting has, among other things, absolute authority to determine the order of business to be conducted at the Annual Meeting and to establish rules for, and appoint personnel to assist in, preserving the orderly conduct of the business of the Annual Meeting (including any informal, or question-and answer, portions thereof).
E. When an item is before the Annual Meeting for consideration, questions and comments are to be confined to that item only.
F. Pursuant to Article II, Section 5 of the Bylaws, only such business (including director nominations) as shall have been properly brought before the meeting shall be conducted.
Pursuant to the Bylaws, in order to be properly brought before the meeting, such business must be a proper subject for shareholder action under Nevada law and have either been (1) specified in the written notice of the meeting (or any supplement thereto) given to stockholders on the record date for such meeting by or at the direction of the Board of Directors of the Company (the
(the “Board”), (2) brought before the meeting at the direction of the Board of Directors or the chairman of the annual meeting, or (3) specified in a written notice given by or on behalf of a
stockholder on the record date for such meeting entitled to vote thereat or a duly authorized proxy for such stockholder, in accordance with all of the following requirements.
a) Such notice must have been delivered personally to, or mailed to and received at, the principal executive office of the corporation, addressed to the attention of the Secretary (Secretary of U-Haul Holding Company, c/o U-Haul International, Inc., 2727 North Central Avenue, Phoenix, Arizona 85004) no later than March 10, 2021.8, 2023.
b) Such notice must have set forth:
i.a full description of each such item of business proposed to be brought before the meeting and the reasons for conducting such business at such meeting,
i. | a full description of each such item of business proposed to be brought before the meeting and the reasons for conducting such business at such meeting, |
ii.the name and address of the person proposing to bring such business before the meeting,
ii. | the name and address of the person proposing to bring such business before the meeting, |
iii. the class and number of shares held of record, held beneficially, and represented by proxy by such person as of the record date for the meeting,
iii. | the class and number of shares held of record, held beneficially, and represented by proxy by such person as of the record date for the meeting, |
iv.if any item of such business involves a nomination for director, all information regarding each such nominee that would be required to be set forth in a definitive proxy statement filed with the Securities and Exchange Commission pursuant to Section 14 of the Exchange Act, as amended, or any successor thereto (the "Exchange Act"), and the written consent of each such nominee to serve if elected,
iv. | if any item of such business involves a nomination for director, all information regarding each such nominee that would be required to be set forth in a definitive proxy statement filed with the Securities and Exchange Commission pursuant to Section 14 of the Exchange Act, as amended, or any successor thereto (the “Exchange Act”), and the written consent of each such nominee to serve if elected, |
v. any material interest of such stockholder in the specified business,
v. | any material interest of such stockholder in the specified business, |
vi. whether or not such stockholder is a member of any partnership, limited partnership, syndicate, or other group pursuant to any agreement, arrangement, relationship, understanding, or otherwise, whether or not in writing, organized in whole or in part for the purpose of acquiring, owning, or voting shares of the corporation, and
vi. | whether or not such stockholder is a member of any partnership, limited partnership, syndicate, or other group pursuant to any agreement, arrangement, relationship, understanding, or otherwise, whether or not in writing, organized in whole or in part for the purpose of acquiring, owning, or voting shares of the corporation, and |
vii.
vii. | all other information that would be required to be filed with the SEC if, with respect to the business proposed to be brought before the meeting, the person proposing such business was a participant in a solicitation subject to the Exchange Act. |
No business shall be brought before any meeting of the Company'sCompany’s stockholders otherwise than as provided in this Section.Article II, Section 5 of the Bylaws. The chairman of the meeting may, if the facts warrant, determine that any proposed item of business or nomination as director was not brought before the meeting in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the improper item of business or nomination shall be disregarded.
G. At the appropriate time, any stockholder who wishes to address the Annual Meeting should do so only upon being recognized by the chairman of the meeting. After such recognition, please state your name, whether you are a stockholder or a proxy for a stockholder, and, if you are a proxy, name the stockholder you represent. All matters should be concisely presented.
H. Pursuant to Article II, Section 6 of the Bylaws, a person otherwise entitled to attend the Annual Meeting will cease to be so entitled if, in the judgment of the chairman of the meeting, such person engages in disorderly conduct impeding the proper conduct of the meeting against the interests of all stockholders as a group.
I. If there are any question’s remaining after the meeting is adjourned, please take them up with the representatives of the Company at the Secretary'sSecretary’s desk. Also, any matters of a personal nature that concern you as a stockholder should be referred to these representatives after such meeting.
J. Pursuant to Article II, Section 12 of the Bylaws, all informalities or irregularities in any call or notice of a meeting, or in the areas of credentials, proxies, quorums, voting, and similar matters, will be deemed waived if no objection is made at the Annual Meeting.
K. The views, constructive comments and criticisms from stockholders are welcome. However, it is requested that no matter be brought up that is irrelevant to the business of the Company.
L. It is requested that common courtesy be observed at all times.
Our objective is to (1) encourage open communication and the free expression of ideas that are conducive to the best interests of stockholders of the Company, and (2) to conduct an informative and meaningful meeting in a fair and orderly manner. Your cooperation in accomplishing these objectives will be sincerely appreciated by the Company and its stockholders.
EXHIBIT B Proxy Card 1 of 2 (ELLIGIBLE)HOLDING COMPANY (ELLIGIBLE)INTERNATIONAL, INC (ELLIGIBLE)DEPARTMENT 27 27 N CENTRAL AVE PHOENIX AZ 85004 SCAN TO J VIEW MATERIALS & VOTE VOTE BY INTERNET—www.ProxyVote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET an August 16. 2023 for shares held directly and by 11.59 P.M. ET on August 14, 2023 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you ran consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE—1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on August 16, 2023 for shares held directly and by 11:59 P.M. ET on August 14, 2023 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o i Boardridge, 51 Mercedes Way, Edgewood, NY 11717 TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS V20457-P96632_ KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. ‘ DETACH AND RETURN THIS PORTION ONLY U-HAUL HOLDING COMPANY For Withhold For All To withhold authority to vote for any individual All All Except nominee(S), mark “For All Except” and write the The Board of Directors recommends you vote FOR the number(sj of the nominee(s) on the line below. following: 1 Election of Directors 0 Nominees: 1) Edward J. Shoen 05) Richard J Herrera 2) James E. Acridge 06) Karl A. Schmidt 3) John P Brogan 07) Roberta R. 5hank 4) James J. Grogan 08) Samuel J. Shoen The Board of Directors recommends you vote FOR proposals 2 and 3. For Against Abstain 2. An advisory vote to approve the compensation paid to the Company’s Named Executive Officers as disclosed in the Proxy Statement 3. A proposal received from Company stockholder proponents to ratify and affirm the decisions and actions taken by the Board of Directors and executive officers of the Company with respect to U-HAUL HOLDING COMPANY, its subsidiaries, and its various constituencies for the fiscal year ended March 31, 2023. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally All holders must sign If a corporation or partnership, please sign in full corporate or partnership name by authorized officer Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Proxy Card 2 of 2 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice, Proxy Statement and Annual Report are available at www.ProxyVote.com V20458-P96632 U-HAUL HOLDING COMPANY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ANNUAL MEETING OF STOCKHOLDERS August 17,2023 The stockholder(s) hereby appoint(s) Samuel J. Shoen as proxy, with the power to appoint his substitute, and hereby authorize(s) him to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of U-HAUL HOLDING COMPANY that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 9:00 a.m. PDT, on Thursday, August 17, 2023, at the Shoen Family Conference and Fitness Center, 45 E. Roanoke Rd., Phoenix, Arizona 85004 and via webcast at http://investors.uhaul.com, and any adjournment or postponement thereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS AND FOR PROPOSALS 2 AND 3. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE. Continued and to be signed on reverse side