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) August 18, 2009 (August 12, 2009)
THE HERTZ CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE (State of incorporation) |
| 001-07541 (Commission File Number) |
| 13-1938568 (I.R.S Employer Identification No.) |
225 Brae Boulevard
Park Ridge, New Jersey 07656-0713
(Address of principal executive offices, including zip code)
(201) 307-2000
(Registrant’s telephone number, including area code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BY-LAWS; CHANGE IN FISCAL YEAR
On August 12, 2009, certain amendments to the Amended and Restated By-Laws (the “By-Laws”) of The Hertz Corporation (“Hertz”) were approved by Hertz’s board of directors (the “Board”) and became effective. The amendments modified the prior By-Laws in the following principal respects:
· | Section 3.01 (Committees: How Constituted) of the By-Laws is amended to: | |
| · | replace each reference to “Executive Committee” with the words “Executive and Governance Committee;” and |
| · | reflect the abolition of the Nominating and Governance Committee. |
|
|
|
· | Section 3.02 (Committees: Powers) of the By-Laws is amended to replace each reference to “Executive Committee” with the words “Executive and Governance Committee.” |
The foregoing description of the amendments to the By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the prior Amended and Restated By-Laws, a copy of which was filed with the Securities and Exchange Commission as Exhibit 3.1.1 to Hertz’s Quarterly Report on Form 10-Q for the three months ended June 30, 2009, as filed on August 10, 2009 (incorporated herein by reference), and Amendment No. 2 to the By-Laws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K (incorporated herein by reference).
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit |
|
|
Number |
| Description |
|
|
|
3.1 |
| Amendment No. 2 to the By-Laws, effective August 12, 2009 |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE HERTZ CORPORATION | |
| (Registrant) | |
|
|
|
| By: | /s/ Elyse Douglas |
| Name: | Elyse Douglas |
| Title: | Executive Vice President and Chief Financial Officer |
Date: August 18, 2009
3