Form 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 3, 2016
UNITED RENTALS, INC.
UNITED RENTALS (NORTH AMERICA), INC.
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-14387 |
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06-1522496 |
| Delaware |
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001-13663 |
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86-0933835 |
| (State or other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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| 100 First Stamford Place, Suite 700 |
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| Stamford, Connecticut |
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06902 |
| (Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code:
(203) 618-7255
(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)) |
| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
On May 3, 2016, 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, Brian D. McAuley, John S. McKinney, Jason D.
Papastavrou, Filippo Passerini, Donald C. Roof and Keith Wimbush to the Company’s Board of Directors for one-year terms; (ii) upon the ratification of the appointment of Ernst & Young LLP as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2016; (iii) on an advisory (non-binding) basis to approve the compensation of the Company’s named executive officers; and (iv) on an advisory (non-binding)
basis upon a stockholder proposal to adopt simple majority vote.
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 approved (on a non-binding basis) a stockholder proposal to adopt simple majority vote.
The final voting results for each of the matters submitted to a vote of stockholders at the 2016 annual meeting are set forth below:
Proposal 1. Election of Directors.
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| Nominee |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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| Jenne K. Britell |
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68,514,303 |
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438,563 |
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179,520 |
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9,474,682 |
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| José B. Alvarez |
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68,857,561 |
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94,827 |
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179,998 |
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9,474,682 |
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| Bobby J. Griffin |
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68,865,782 |
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86,692 |
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179,912 |
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9,474,682 |
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| Michael J. Kneeland |
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68,339,858 |
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609,859 |
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182,669 |
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9,474,682 |
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| Singleton B. McAllister |
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66,941,721 |
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2,005,240 |
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185,425 |
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9,474,682 |
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| Brian D. McAuley |
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68,165,209 |
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786,305 |
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180,872 |
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9,474,682 |
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| John S. McKinney |
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67,634,082 |
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1,316,695 |
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181,609 |
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9,474,682 |
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| Jason D. Papastavrou |
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68,491,083 |
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460,405 |
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180,898 |
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9,474,682 |
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| Filippo Passerini |
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68,779,263 |
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172,851 |
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180,272 |
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9,474,682 |
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| Donald C. Roof |
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68,793,660 |
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158,526 |
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180,200 |
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9,474,682 |
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| Keith Wimbush |
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68,438,622 |
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512,479 |
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181,285 |
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9,474,682 |
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Proposal 2. Ratification of Appointment of Ernst & Young LLP.
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| For |
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Against |
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Abstain |
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Broker Non-Votes |
| 77,414,381 |
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891,933 |
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300,754 |
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* |
Proposal 3. Advisory Vote on Executive Compensation.
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| For |
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Against |
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Abstain |
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Broker Non-Votes |
| 65,879,966 |
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2,975,234 |
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277,186 |
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9,474,682 |
Proposal 4. Advisory Vote on a Stockholder Proposal to Adopt Simple Majority Vote.
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| For |
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Against |
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Abstain |
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Broker Non-Votes |
| 45,035,419 |
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23,820,328 |
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276,639 |
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9,474,682 |
| Item 7.01. |
Regulation FD Disclosure. |
On May 3, 2016, United Rentals, Inc. issued a press release
(attached hereto as Exhibit 99.1) announcing that it will participate in the Oppenheimer 11th Annual Industrial Growth Conference on Tuesday, May 10, 2016. At the conference, Michael Kneeland, chief executive officer, and William Plummer, chief
financial officer, will present information regarding the Company, which may include a discussion of the Company’s business, financial performance and forward-looking information.
The presentation is scheduled to begin at 10:55 a.m., Eastern Time and will be broadcast live via the
following link:
http://www.veracast.com/webcasts/opco/industrials2016/41105380682.cfm
The archived webcast will be available for 30 days following the conference directly through the Company’s website, www.unitedrentals.com.
The information in Item 7.01 of this Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as expressly set forth by specific reference in such filing. The disclosure in this report, including Exhibit 99.1 attached hereto, of any information does not constitute an admission that such information is material.
| Item 9.01. |
Financial Statements and Exhibits. |
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| 99.1 |
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Press Release of United Rentals, Inc. |
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 3, 2016
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| UNITED RENTALS, INC. |
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| By: |
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/s/ Craig A Pintoff |
| Name: |
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Craig A. Pintoff |
| Title: |
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Senior Vice President and General Counsel |
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| UNITED RENTALS (NORTH AMERICA), INC. |
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| By: |
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/s/ Craig A Pintoff |
| Name: |
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Craig A. Pintoff |
| Title: |
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Senior Vice President and General Counsel |
