| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously announced on the current report on Form8-K filed on January 8, 2019, on May 8, 2019, Michael J. Kneeland will retire as the Chief Executive Officer of United Rentals, Inc. (the “Company”) and, in addition to continuing to serve as a director, will be appointed asnon-executive chairman of the Board of Directors. For the three year period commencing on May 8, 2019 and ending on the date of the Company’s 2022 annual meeting of shareholders, Mr. Kneeland’s only compensation for his service as chairman and a director will be a $500,000 annual cash retainer, and he will not be eligible to receive equity grants in such role.
On March 11, 2019, in connection with his service as Chief Executive Officer and the ordinary course grant of 2019 long-term incentive awards, the Compensation Committee of the Company’s Board of Directors (the “Committee”) approved an award of 10,080 time-based restricted stock units (“RSUs”) and 40,320 performance-based restricted stock units (“PRSUs”) to Mr. Kneeland under the Company’s Second Amended and Restated 2010 Long Term Incentive Plan. The awards will be subject to the same terms and conditions of the applicable award agreements approved by the Committee on such date (each, an “Award Agreement”), which clarify that Mr. Kneeland’s awards will continue to vest based on his service as anon-employee director of the Company. Mr. Kneeland is not eligible to receive retirement treatment under the terms of the RSUs or PRSUs.
Subject to Mr. Kneeland’s continued employment through May 8, 2019, and his service as anon-employee director of the Company after such date, (i) the RSUs will vest ratably in thirds on the first three anniversaries of the grant date and(ii) one-third of the target number of PRSUs may be earned for each “performance period” (as defined in the applicable Award Agreement) based on the achievement of applicable performance goals. If the Board fails to nominate him forre-election to the Company’s Board of Directors for the term beginning on the date of the Company’s 2021 annual meeting of shareholders, his outstanding RSUs will accelerate and vest on the date of Mr. Kneeland’s termination of service as anon-employee director and his outstanding PRSUs will continue to vest and be earned based on actual performance.
The RSUs and PRSUs may be subject to forfeiture and/or repayment to the Company upon a violation by Mr. Kneeland of certainone-yearnon-competition andnon-solicitation provisions.
The foregoing summary of the Award Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of each agreement, which are filed herewith as Exhibits 10.1 and 10.2, and incorporated by reference herein in their entirety.
| Item 9.01. | Financial Statements and Exhibits. |
10.1 Form of Restricted Stock Unit Agreement
10.2 Form of Restricted Stock Unit Agreement (Performance Based)
