| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Board of Directors of United Rentals, Inc.
Effective as of September 1, 2018, the Board of Directors (the “Board”) of United Rentals, Inc. (the “Company”) approved an increase to the size of the Board from eleven (11) directors to twelve (12) directors and appointed Kim Harris Jones as a director of the Company to fill the vacancy.
The Board appointed Ms. Jones as a member of the Board’s Audit Committee.
As compensation for her service on the Board and the Audit Committee, Ms. Jones will receive (i) annual retainer fees of $80,000 for serving as director; (ii) annual retainer fees of $15,000 for serving as a member of the Audit Committee; (iii) an annual equity grant of $150,000 (which shall bepro-rated for 2018, her initial year of appointment) in fully vested restricted stock units, generally to be settled after three years (subject to acceleration in certain circumstances); and (iv) an additional per meeting fee of $1,500 if the Audit Committee meets more than ten times per year. Ms. Jones also will be eligible to participate in a medical benefits program (comparable to that offered to employees), at her own cost, and in the Company’s Deferred Compensation Plan for Directors, under whichnon-employee directors may elect to defer receipt of the fees that would otherwise be payable to them. In accordance with the Company’s customary practice, the Company entered into an indemnification agreement with Ms. Jones substantially in the form filed as Exhibit 10(a) to the Company’s Form10-Q filed on October 15, 2014.
There are no arrangements or understandings between Ms. Jones and any other persons pursuant to which she was selected as a director, and there are no transactions involving Ms. Jones that are required to be disclosed pursuant to Item 404(a) of RegulationS-K. A copy of the press release issued by the Company on September 4, 2018, which announces the appointment of Ms. Jones is attached hereto as Exhibit 99.1 and incorporated herein by reference. The copy of the Company’s press release relating to Ms. Jones’ appointment is being furnished as Exhibit 99.1 to this Current Report on Form8-K. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
Board of Directors of United Rentals (North America), Inc.
Effective as of September 1, 2018, for the purpose of improving the efficiency of corporate governance practices of United Rentals (North America), Inc. (“URNA”), a wholly-owned subsidiary of the Company, the following persons voluntarily resigned from their positions as directors of URNA. The resignations were not due to any disagreement with the Company or URNA on any matter relating to the Company’s or URNA’s operations, policies or practices, and such persons will remain in their positions as directors of the Company.
