UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): M
ay 7, 20
21
(May 6, 2021)
UNITED RENTALS, INC.
UNITED RENTALS (NORTH AMERICA), INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-14387 | 06-1522496 | ||
Delaware | 001-13663 | 86-0933835 | ||
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
100 First Stamford Place, Suite 700 Stamford, Connecticut | 06902 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (203) 622-3131
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, $0.01 par value, of United Rentals, Inc. | URI | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 6, 2021, the Company held its Annual Meeting at which the stockholders voted: (i) upon the election of José B. Alvarez, Marc A. Bruno, Matthew J. Flannery, Bobby J. Griffin, Kim Harris Jones, Terri L. Kelly, Michael J. Kneeland, Gracia C. Martore, Filippo Passerini, Donald C. Roof and Shiv Singh to the Board for
one-year
terms; (ii) upon the ratification of the appointment of Ernst & Young LLP as the Company’s public accounting firm for the fiscal year ending December 31, 2021; (iii) on an advisory(non-binding)
basis to approve the compensation of the Company’s named executive officers; and (iv) on a stockholder proposal to improve shareholder written consent.The stockholders elected all eleven directors, approved the ratification of the appointment of Ernst & Young LLP, approved (on a
non-binding
basis) the compensation of the Company’s named executive officers and rejected a stockholder proposal to improve shareholder written consent.The final voting results for each of the matters submitted to a vote of stockholders at the 2021 annual meeting are set forth below:
Proposal 1. Election of Directors.
Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||
José B. Alvarez | 57,622,595 | 2,802,060 | 26,828 | 4,381,729 | ||||||||||||
Marc A. Bruno | 58,301,884 | 2,121,132 | 28,467 | 4,381,729 | ||||||||||||
Matthew J. Flannery | 59,903,903 | 517,377 | 30,203 | 4,381,729 | ||||||||||||
Bobby J. Griffin | 54,170,113 | 6,253,048 | 28,322 | 4,381,729 | ||||||||||||
Kim Harris Jones | 59,909,160 | 516,264 | 26,059 | 4,381,729 | ||||||||||||
Terri L. Kelly | 59,868,749 | 558,652 | 24,082 | 4,381,729 | ||||||||||||
Michael J. Kneeland | 59,462,050 | 960,881 | 28,552 | 4,381,729 | ||||||||||||
Gracia C. Martore | 57,743,657 | 2,680,724 | 27,102 | 4,381,729 | ||||||||||||
Filippo Passerini | 59,357,444 | 1,065,852 | 28,187 | 4,381,729 | ||||||||||||
Donald C. Roof | 59,736,731 | 686,650 | 28,102 | 4,381,729 | ||||||||||||
Shiv Singh | 58,631,591 | 1,792,340 | 27,552 | 4,381,729 |
Proposal 2. Ratification of Appointment of Public Account Firm.
For | Against | Abstain | Broker Non-Votes | |||
61,161,671 | 3,644,457 | 27,084 | * |
* | Not applicable. |
Proposal 3. Advisory Approval of Executive Compensation.
For | Against | Abstain | Broker Non-Votes | |||
54,979,432 | 5,292,294 | 179,757 | 4,381,729 |
Proposal 4. Stockholder Proposal to Improve Shareholder Written Consent.
For | Against | Abstain | Broker Non-Votes | |||
29,122,986 | 31,112,438 | 216,059 | 4,381,729 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: M
ay 7, 20
21
UNITED RENTALS, INC. | ||||
By: | /s/ Craig A Pintoff | |||
Name: | Craig A. Pintoff | |||
Title: | Executive V ice President and Chief Administrative Offic er | |||
UNITED RENTALS (NORTH AMERICA), INC. | ||||
By: | /s/ Craig A Pintoff | |||
Name: | Craig A. Pintoff | |||
Title: | Executive V ice President and Chief Administrative Offic er |