0001654954-19-013626.txt : 20191205 0001654954-19-013626.hdr.sgml : 20191205 20191205133029 ACCESSION NUMBER: 0001654954-19-013626 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191205 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20191205 DATE AS OF CHANGE: 20191205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: General Finance CORP CENTRAL INDEX KEY: 0001342287 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32845 FILM NUMBER: 191269979 BUSINESS ADDRESS: STREET 1: 39 EAST UNION STREET CITY: PASADENA STATE: CA ZIP: 91103 BUSINESS PHONE: 626-584-9722 MAIL ADDRESS: STREET 1: 39 EAST UNION STREET CITY: PASADENA STATE: CA ZIP: 91103 8-K 1 form_8k.htm PRIMARY DOCUMENT Blueprint
 
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): December 5, 2019
________________________
 
General Finance Corporation
(Exact Name of Registrant as Specified in its Charter)
________________________
 
Delaware
 (State or Other Jurisdiction of Incorporation)
 
 
 
001-32845
 
32-0163571
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
 
 
39 East Union Street
 
 
Pasadena, California
 
91103
(Address of Principal Executive Offices)
 
(Zip Code)
(626) 584-9722
 (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 (See General Instruction A.2 below):
 
 
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
 
Name of Each Exchange on Which Registered
Common Stock, $0.0001 par value
 
GFN
 
NASDAQ Global Market
9.00% Series C Cumulative Redeemable Perpetual Preferred Stock (Liquidation Preference $100 per share)
 
GFNCP
 
NASDAQ Global Market
8.125% Senior Notes due 2021
 
GFNSL
 
NASDAQ Global Market
 
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.
 
 
 
 
 
EXPLANATORY NOTES
Certain References
 
References to “we,” “us,” “our” or the “Company” refer to General Finance Corporation, a Delaware corporation (“GFN”), and its consolidated subsidiaries. These subsidiaries include GFN U.S. Australasia Holdings, Inc., a Delaware corporation (“GFN U.S.”); GFN Insurance Corporation, an Arizona corporation (“GFNI”); GFN North America Leasing Corporation, a Delaware corporation (“GFNNA Leasing”); GFN North America Corp., a Delaware corporation (“GFNNA”); GFN Realty Company, LLC, a Delaware limited liability company (“GFNRC”); GFN Manufacturing Corporation, a Delaware corporation (“GFNMC”), and its subsidiary, Southern Frac, LLC, a Texas limited liability company (collectively “Southern Frac”); Pac-Van, Inc., an Indiana corporation, and its Canadian subsidiary, PV Acquisition Corp., an Alberta corporation (collectively “Pac-Van”); and Lone Star Tank Rental Inc., a Delaware corporation (“Lone Star”); GFN Asia Pacific Holdings Pty Ltd, an Australian corporation (“GFNAPH”), and its Australian and New Zealand subsidiaries (collectively, “Royal Wolf”).
 
 
TABLE OF CONTENTS
 
 
 
 
Page 
 
 
 
 
 
 
Item 5.07
 
Submission of Matters to a Vote of Security Holders
 
1
 
 
 
 
 
 
 
 
 
 
 
i
 
 
 
Item 5.07     Submission of Matters to a Vote of Security Holders
 
The annual meeting of stockholders of the Company was held on December 5, 2019 in Pasadena, California. Stockholders of record at the close of business on October 8, 2019 were entitled to one vote for each share of common stock held. On October 8, 2019, there were 30,573,863 shares of common stock outstanding.
 
At the annual meeting, the stockholders of the Company voted on the following proposals:
 
1.           Proposal 1. To elect two Class A directors to serve for terms of three years each, in each case until their respective successors are elected and qualified. The nominees for director were elected by a vote of the stockholders as follows:
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
 
 
 
Manuel Marrero (three-year term)
17,684,706
 
1,876,987
 
200
 
7,273,896
 
Douglas Trussler (three-year term)
19,449,316
 
62,377
 
200
 
7,273,896
 
 
2.           Proposal 2. Ratification of the selection of Crowe Horwath LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2020. The proposal was approved by a vote of stockholders as follows:
 
 
 
For
26,799,618
 
Against
35,371
 
Abstain
800
 
 
3.           Proposal 3. Advisory vote to indicate support for the company's compensation philosophy, policies and implementation with respect to the Company's Named Executive Officers. The proposal was approved by a vote of stockholders as follows:
 
 
 
For
14,346,812
 
Against
216,106
 
Abstain
4,998,975
 
Broker non-votes
7,273,896
 
 
4.           Proposal 4. Advisory vote on the frequency of future advisory votes on the compensation of executive officers. The proposal was approved by a vote of stockholders as follows:
 
 
 
Three Years
10,200,173
 
Two Years
31,805
 
One Year
9,037,408
 
Abstain
292,507
 
Broker non-votes
7,273,896
 
 
 
 
  1
 
 
 
SIGNATURE
 
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.
 
 
 
 
 
 
GENERAL FINANCE CORPORATION
  
 
 
Dated: December 5, 2019
By:  
/s/ CHRISTOPHER A. WILSON
 
 
 
Christopher A. Wilson
 
 
 
General Counsel, Vice President and Secretary
 
 
 
 
 
 
 
 
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