EXPLANATORY NOTE
This Amendment No. 1 amends the current report onForm 8-K of United Rentals, Inc. (the “Company”) dated January 8, 2019 (the “Original Filing”) to disclose certain compensation arrangements of Mr. Matthew Flannery in connection with his appointment as Chief Executive Officer of the Company. At the time of the Original Filing, such arrangements had not been finalized.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 22, 2019, the Company entered into an employment agreement (the “Employment Agreement”) with Matthew J. Flannery, the Company’s current President and Chief Operating Officer, in connection with his previously announced appointment as the Company’s Chief Executive Officer, effective May 8, 2019. Set forth below is a brief description of the material terms of the Employment Agreement, which will supersede Mr. Flannery’s prior employment agreement with the Company.
The Compensation Committee has approved a base salary of $850,000 for Mr. Flannery, effective May 1, 2019, and an annual bonus target of 125% of base salary. He will continue to be entitled to participate in the benefit plans and programs generally provided by the Company to its executives. The Company will use its best efforts to nominate Mr. Flannery for election to the Company’s Board of Directors during the term of his employment.
In the event that Mr. Flannery is terminated without “cause” or resigns for “good reason” (each as defined in the Employment Agreement), Mr. Flannery will be entitled to (i) accrued base salary through the date of termination, (ii) COBRA continuation coverage paid by the Company through the earlier of (a) 18 months following the date of termination and (b) the date Mr. Flannery becomes eligible for coverage under a third party’s group health plan (the “COBRA Payment End Date”), and (iii) an amount equal to 2 times the sum of (x) his annual base salary as of the date of termination and (y) his target incentive opportunity, payable in substantially equal installments during the 24 month period following the date of termination.
In the event Mr. Flannery is terminated without cause or resigns for good reason, in either event within 12 months following a “change in control” (as defined in the Employment Agreement), Mr. Flannery will be entitled to (i) accrued base salary through the date of termination, (ii) COBRA continuation coverage paid by the Company through the COBRA Payment End Date, and (iii) the payment of 2.99 times the sum of (x) his annual base salary as of the date of termination and (y) his target incentive opportunity for the then-current fiscal year, paid in a lump sum.
Mr. Flannery will continue to be subject to indefinite confidentiality andnon-disparagement restrictions and24-month post-terminationnon-competition andnon-solicitation covenants.
The foregoing summary of Mr. Flannery’s employment agreement does not purport to be complete and is qualified in its entirety by reference to his employment agreement, which is filed herewith as Exhibit 10.1 and incorporated by reference herein in its entirety.
| Item 9.01 | Financial Statements and Exhibits |
