8-K 1 a17-12287_18k.htm 8-K

 

 

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):  May 4, 2017

 

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:

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in 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                                                                        o

 

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.                                                o

 

 

 


 

Item 5.03.                Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

(a) Amendments to Articles of Incorporation.

 

Third Amended and Restated Certificate of Incorporation

 

At the United Rentals, Inc. (the “Company’) annual meeting of stockholders on May 4, 2017, stockholders approved amendments to the Company’s Restated Certificate of Incorporation to remove supermajority voting provisions and to remove limitations on stockholders’ ability to call special meetings of stockholders. The Company filed Certificates of Amendment with the Secretary of State of the State of Delaware on May 4, 2017. A copy of each of the amendments to the Company’s Restated Certificate of Incorporation is attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and is incorporated herein by reference.

 

In addition, on May 4, 2017, the Company filed a Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, integrating into a single instrument all of the provisions of the Restated Certificate of Incorporation which were then in effect and those amendments approved by the stockholders on May 4.  The Third Amended and Restated Certificate of Incorporation only restated and integrated, but did not further amend the provisions of the Restated Certificate of Incorporation. The foregoing description of the Company’s Third Amended and Restated Certificate of Incorporation is qualified in all respects by reference to the text of the Third Amended and Restated Certificate of Incorporation, which is filed as Exhibit 3.3 to this Current Report on Form 8-K and incorporated herein by reference.

 

(b) Amendments to Bylaws.

 

Amended and Restated By-Laws

 

Effective as of May 4, 2017, the Board of Directors (the “Board”) of the Company approved amendments to the Company’s By-Laws to allow stockholders holding 25% or more the ability to call special meetings of stockholders. Provided that stockholders satisfy requirements specified in Section 2.03 of the Company’s By-Laws, the Board will call a special meeting of stockholders upon written request by one or more record holders of shares of stock of the Company representing in the aggregate not less than 25% of the voting power of all shares of the Company entitled to vote on the matter or matters to be brought before the proposed special meeting.

 

In addition, on May 4, 2017, the Board also approved an amendment to the Company’s By-Laws to clarify the post-meeting holding requirement in the proxy access provision in Section 3.10(d)(ii)(G) of the Company’s By-Laws.

 

The foregoing description of the amendments to the Company’s By-Laws is qualified in all respects by reference to the text of the Company’s Amended and Restated By-Laws, a copy of which is filed as Exhibit 3.4 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 5.07.                Submission of Matters to a Vote of Security Holders.

 

On May 4, 2017, United Rentals, Inc. held its annual meeting of stockholders at which the stockholders voted: (i) upon the election of Jenne K. Britell, José B. Alvarez, Bobby J. Griffin, Michael J. Kneeland, Singleton B. McAllister, Jason D. Papastavrou, 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, 2017; (iii) on an advisory (non-binding) basis to approve the compensation of the Company’s named executive officers; (iv) on an advisory (non-binding) basis on whether an advisory vote on executive compensation should be held every year, every two years or every three years; (v) on a Company proposal to amend the Company’s Restated Certificate of Incorporation to remove supermajority voting requirements; (vi) on an advisory (non-binding) basis on a stockholder proposal on special shareowner meetings; and (vii) on a Company proposal to amend the Company’s Restated Certificate of Incorporation to allow amendment to the Company’s By-Laws granting stockholders holding 25% or more the ability to call special meetings of stockholders.

 

The stockholders elected all nine 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, voted (on a non-binding basis) in favor of holding an advisory vote on executive compensation every year, approved the amendment of the Company’s Restated Certificate of Incorporation to remove supermajority voting requirements, approved (on a non-binding basis) a

 

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stockholder proposal on special shareowner meetings, and approved the amendment to the Company’s Restated Certificate of Incorporation to allow amendment to the Company’s By-Laws granting stockholders holding 25% or more the ability to call special meetings of stockholders.

 

The final voting results for each of the matters submitted to a vote of stockholders at the 2017 annual meeting are set forth below:

 

Proposal 1.            Election of Directors.

 

Nominee

 

For

 

Against

 

Abstain

 

Broker Non-Votes

Jenne K. Britell

 

64,796,497

 

530,120

 

171,097

 

6,424,500

José B. Alvarez

 

64,749,072

 

44,413

 

704,229

 

6,424,500

Bobby J. Griffin

 

65,181,357

 

147,856

 

168,501

 

6,424,500

Michael J. Kneeland

 

65,289,350

 

39,533

 

168,831

 

6,424,500

Singleton B. McAllister

 

63,454,959

 

1,873,848

 

168,907

 

6,424,500

Jason D. Papastavrou

 

64,436,760

 

888,976

 

171,978

 

6,424,500

Filippo Passerini

 

62,552,067

 

2,776,524

 

169,123

 

6,424,500

Donald C. Roof

 

65,212,628

 

115,807

 

169,279

 

6,424,500

Shiv Singh

 

65,179,571

 

146,926

 

171,217

 

6,424,500

 

Proposal 2.            Ratification of Appointment of Public Account Firm.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

70,667,350

 

1,059,206

 

195,658

 

*

 

*  Not applicable.

 

Proposal 3.            Advisory Approval of Executive Compensation.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

61,472,826

 

3,730,570

 

294,318

 

6,424,500

 

Proposal 4.            Advisory Vote on Frequency of Executive Compensation Vote.

 

Every Year

 

Every 2 Years

 

Every 3 Years

 

Abstain

 

Broker Non-Votes

58,285,776

 

52,973

 

6,959,870

 

199,095

 

6,424,500

 

As disclosed above, a substantial majority of the votes cast on Proposal 4 voted, on an advisory basis, to hold an advisory stockholder vote on executive compensation every year. In view of these voting results and in accordance with the Board’s recommendation, the Board has determined that an advisory vote on executive compensation will be submitted to stockholders every year until the next required advisory vote on the frequency of stockholder votes on executive compensation.

 

Proposal 5.            Company Proposal to Amend the Company’s Restated Certificate of Incorporation to Remove Supermajority Voting Requirements.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

65,154,884

 

100,285

 

242,545

 

6,424,500

 

Proposal 6.            Stockholder Proposal on Special Shareowner Meetings.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

33,061,939

 

32,143,742

 

292,033

 

6,424,500

 

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Proposal 7.            Company Proposal to Amend the Company’s Restated Certificate of Incorporation to Allow Amendment to By-Laws Granting Stockholders Holding 25% or More the Ability to Call Special Meetings of Stockholders.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

57,243,381

 

7,998,635

 

255,698

 

6,424,500

 

Item 9.01                   Financial Statements and Exhibits.

 

3.1                 Certificate of Amendment, dated May 4, 2017, to the United Rentals, Inc. Restated Certificate of Incorporation (removing supermajority voting provisions)

 

3.2                 Certificate of Amendment, dated May 4, 2017, to the United Rentals, Inc. Restated Certificate of Incorporation (removing limitations on stockholders’ ability to call special meetings of stockholders)

 

3.3                 Third Amended and Restated Certificate of Incorporation of United Rentals, Inc.

 

3.4                 Amended and Restated By-Laws of United Rentals, Inc.

 

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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:  May 4, 2017

 

 

UNITED RENTALS, INC.

 

 

 

By:

/s/ Craig A Pintoff

 

 

Name:

Craig A. Pintoff

 

 

Title:

Executive Vice President, Chief Administrative and Legal Officer

 

 

 

UNITED RENTALS (NORTH AMERICA), INC.

 

 

 

By:

/s/ Craig A Pintoff

 

 

Name:

Craig A. Pintoff

 

 

Title:

Executive Vice President, Chief Administrative and Legal Officer

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

3.1

 

Certificate of Amendment, dated May 4, 2017, to the United Rentals, Inc. Restated Certificate of Incorporation (removing supermajority voting provisions)

 

 

 

3.2

 

Certificate of Amendment, dated May 4, 2017, to the United Rentals, Inc. Restated Certificate of Incorporation (removing limitations on stockholders’ ability to call special meetings of stockholders)

 

 

 

3.3

 

Third Amended and Restated Certificate of Incorporation of United Rentals, Inc.

 

 

 

3.4

 

Amended and Restated By-Laws of United Rentals, Inc.

 

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