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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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
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General Finance Corporation
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State or Other Jurisdiction of Incorporation)
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001-32845
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32-0163571
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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39 East Union Street
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Pasadena, California
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91103
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(Address of Principal Executive Offices)
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(Zip Code)
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(626) 584-9722
(Registrant’s Telephone Number, Including Area
Code)
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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):
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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Common Stock, $0.0001 par value
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GFN
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NASDAQ Global Market
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9.00% Series C Cumulative Redeemable Perpetual Preferred Stock
(Liquidation Preference $100 per share)
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GFNCP
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NASDAQ Global Market
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8.125% Senior Notes due 2021
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GFNSL
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NASDAQ Global Market
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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”).
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Page
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Item
5.07
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Submission
of Matters to a Vote of Security Holders
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1
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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:
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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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Manuel Marrero (three-year term)
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17,684,706
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1,876,987
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200
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7,273,896
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Douglas Trussler (three-year term)
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19,449,316
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62,377
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200
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7,273,896
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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:
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For
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26,799,618
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Against
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35,371
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Abstain
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800
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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:
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For
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14,346,812
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Against
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216,106
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Abstain
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4,998,975
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Broker
non-votes
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7,273,896
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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:
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Three
Years
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10,200,173
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Two
Years
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31,805
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One
Year
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9,037,408
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Abstain
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292,507
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Broker
non-votes
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7,273,896
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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.
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GENERAL FINANCE CORPORATION
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Dated: December 5, 2019
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By:
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/s/ CHRISTOPHER A. WILSON
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Christopher A. Wilson
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General Counsel, Vice President and Secretary
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