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)  November 24, 2014 (November 20, 2014)

HERTZ GLOBAL HOLDINGS, INC.

THE HERTZ CORPORATION

(Exact name of registrant as specified in its charter)

Delaware Delaware (State of Incorporation) 001-33139 001-07541 (Commission File Number) 20-3530539 13-1938568 (I.R.S. Employer Identification No.)

999 Vanderbilt Beach Road, 3rd Floor

Naples, Florida 34108

999 Vanderbilt Beach Road, 3rd Floor

Naples, Florida 34108

(Address of principal executive offices,

including zip code)

(239) 552-5800

(239) 552-5800

(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 5.02  DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(e)

On November 20, 2014, Hertz Global Holdings, Inc. (“HGH”) announced that the board of directors of HGH (the “Board”) appointed John P. Tague as Chief Executive Officer of HGH and The Hertz Corporation (“THC” and together with HGH, “Hertz” or the “Company”) and a director of Hertz.  A copy of the press release issued by HGH is attached as Exhibit 99.1 and is incorporated herein by reference.  Mr. Tague commenced employment with Hertz on November 21, 2014, succeeding interim Chief Executive Officer of the Company, Brian MacDonald, who was reappointed to his role as Chief Executive Officer of Hertz Equipment Rental Corporation.

Prior to joining Hertz, Mr. Tague, age 52, served as Chief Executive Officer of Greatwide Logistics Services, LLC, where he oversaw the merger between Greatwide Logistics Services and Cardinal Logistics Management, Inc. in 2013, creating one of the largest U.S. providers of dedicated transportation.  Mr. Tague has since served as Chairman and Chief Executive Officer of the combined company, Cardinal Logistics Holdings.  Mr. Tague previously spent eight years at United Airlines, Inc. and UAL Corporation, where he served in a number of leadership roles, including President and Chief Operating Officer.  He served as President of United Airlines and Executive Vice President of UAL Corporation until the closing of United’s merger with Continental Airlines in 2010.  In that role, Mr. Tague was responsible for all airline management functions, including actions to modernize the fleet.

In connection with Mr. Tague’s appointment as Chief Executive Officer, the Company and Mr. Tague executed a term sheet, which is summarized below, setting forth the material terms of an employment agreement, equity award agreements and a change in control agreement.  These employment arrangements, which contemplate a significant equity investment by Mr. Tague and provide a substantial amount of Mr. Tague’s compensation in the form of equity-based awards that vest subject to the satisfaction of both service and performance goals, are designed to align Mr. Tague’s interests with those of the Company’s stockholders.  The Board currently anticipates that Mr. Tague will receive no further grants of equity awards through the end of 2017.

Employment Period	November 21, 2014 through December 31, 2017
Equity Investment	Mr. Tague has offered to invest $2,000,000 of his own funds in shares of HGH common stock, which he has committed to hold at least through December 31, 2017 or an earlier termination of employment.  The Board endorses Mr. Tague’s investment as demonstrative of his commitment to the Company.
Annual Base Salary	$1,450,000
Annual Bonus	Target opportunity of 150% of Mr. Tague’s annual base salary, with the actual amount subject to the satisfaction of performance goals.  For 2014 and 2015, 60% of Mr. Tague’s target bonus opportunity will be guaranteed if he remains employed by HGH through the payment date, which amount will be prorated for Mr. Tague’s period of employment in 2014.
Option Grant	Upon commencing employment, Mr. Tague was granted options to purchase 1,000,000 shares of HGH common stock with the following vesting terms: ·50% of the option grant (the “transition options”) will vest on December 31, 2015 if Mr. Tague develops and presents a business plan by June 30, 2015 that is approved by the Board (the “business plan goal”), and a  management team that is reasonably acceptable to the Board is in place by December 31, 2015, subject to Mr. Tague’s continued employment through the vesting date.  The transition options will expire no later than December 31, 2019. ·50% of the option grant (the “performance options”) will vest on December 31, 2017, subject to the satisfaction of revenue efficiency metrics in respect of the period from 2015-2017 to be developed by the Compensation Committee of the Board with input from Mr. Tague, and Mr. Tague’s continued employment through the vesting date.   The performance options will expire no later than June 30, 2020.
Performance Stock Units	As soon as the Form S-8 regarding the HGH 2008 Omnibus Incentive Plan which is on file with the Securities and Exchange Commission becomes effective, Mr. Tague will be granted performance-vesting stock units with a target opportunity of 350,000 shares of HGH common stock and a maximum opportunity of 525,000 shares of HGH common stock, which will vest on December 31, 2017 subject to the satisfaction of revenue efficiency metrics to be developed by the Compensation Committee of the Board in respect of the period from 2015-2017, and Mr. Tague’s continued employment through the vesting date.
Employee Benefits	Mr. Tague will be eligible for employee benefits and fringe benefits on the same basis as other senior executives of the Company, including reimbursement of certain expenses incurred in connection with his relocation to Estero, Florida.
Qualifying Termination	In the event that Mr. Tague’s employment were terminated by the Company without cause, by Mr. Tague for good reason or due to death or disability, Mr. Tague would be entitled to vesting of the stock options and performance stock units described above, prorated based on the portion of the Employment Period elapsed as of the date of termination, and with performance metrics deemed satisfied (in the case of the transition options) or satisfied at target levels (in the case of the performance options or performance stock units).  These vesting terms shall apply to the transition options only in the event of a qualifying termination (i) prior to a determination by the Board that Mr. Tague has not attained the business plan goal or (ii) if the business plan goal has been attained, prior to January 1, 2016.  Any vested options shall remain exercisable for 90 days following the date of such termination.  If Mr. Tague were to remain employed through the end of the Employment Period, his vested options would remain exercisable until the expiration of the applicable term on any termination other than for cause. Mr. Tague is not entitled to participate in any of the Company’s severance policies, and will not be entitled to any cash severance benefits on account of a termination of employment other than in connection with a change in control pursuant to the change in control agreement referenced immediately below, other than accrued amounts and certain relocation benefits.
Change-in-Control Benefits	Mr. Tague has entered into a change in control agreement in substantially the form provided to other executive officers of the Company, which form was included with HGH’s Current Report on Form 8-K filed on June 1, 2010 and modified by the amendment included with THC’s Registration Statement on Form S-4 filed on January 31, 2013.  Mr. Tague’s severance multiple under his change in control agreement is 2.5.
Restrictive Covenants	Mr. Tague is subject to restrictions on competition and solicitation of employees and customers, clients and distributors of the Company and its affiliates, while employed and for two years following termination of employment for any reason.  He is also subject to a perpetual confidentiality commitment.

The foregoing summary of the term sheet with Mr. Tague does not purport to be complete and is qualified in its entirety by reference to the employment term sheet, which is included as Exhibit 10.1 hereto and incorporated herein by reference.  Once finalized, the employment arrangements will be included in an amendment to this filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits. The following Exhibits are filed herewith as part of this report:

Exhibit	Description
10.1	Term Sheet for Employment Arrangements with Chief Executive Officer, dated as of November 20, 2014, between Hertz Global Holdings, Inc. and John P. Tague.
99.1	Press Release, November 20, 2014.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this report, and in related comments by the Company’s management, include “forward-looking statements.” Forward-looking statements include information concerning the Company’s liquidity and its possible or assumed future results of operations, including descriptions of its business strategies. These statements often include words such as “believe,” “expect,” “project,” “potential,” “preliminary,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may,” “would,” “should,” “could,” “forecasts” or similar expressions. These statements are based on certain assumptions that the Company has made in light of its experience in the industry as well as its perceptions of historical trends, current conditions, expected future developments and other factors it believes are appropriate in these circumstances. The Company believes these judgments are reasonable, but you should understand that these statements are not guarantees of performance or results, and the Company’s actual results could differ materially from those expressed in the forward-looking statements due to a variety of important factors, both positive and negative, that may be revised or supplemented in subsequent reports on SEC Forms 10-K, 10-Q and 8-K. Some important factors that could affect the Company’s actual results include, among others, the thorough review of the Company’s internal financial records that is being conducted, additional time that may be required to complete the review, the ability of the Company to remediate any material weakness in its internal control over financial reporting, the Company’s ability to obtain the waivers described in this report and the final terms and conditions of those waivers, the ability of the Company’s lenders to exercise any other remedies under the Company’s indebtedness, the final results of the SEC’s inquiry or any other governmental inquiries or investigations and those that may be disclosed from time to time in subsequent reports filed with the SEC and those described under “Risk Factors” set forth in Item 1A of the annual report on Form 10-K/A for the year ended December 31, 2013 of the Company.  You should not place undue reliance on forward-looking statements. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

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.

HERTZ GLOBAL HOLDINGS, INC. THE HERTZ CORPORATION
(Registrant)
By:	/s/ Thomas C. Kennedy
Name:	Thomas C. Kennedy
Title:	Senior Executive Vice President and Chief Financial Officer

Date: November 24, 2014

EXHIBIT INDEX

Exhibit	Description
10.1	Term Sheet for Employment Arrangements with Chief Executive Officer, dated as of November 20, 2014, between Hertz Global Holdings, Inc. and John P. Tague.
99.1	Press Release, November 20, 2014.

EX-10.1

Exhibit 10.1

EXECUTION COPY

Term Sheet for Employment Arrangements with Chief Executive Officer

This term sheet (this “Term Sheet”) sets forth the material terms of an employment agreement to be executed by Hertz Global Holdings, Inc. (“Holdings”) and John Tague (“Executive”).

Effective Date:	November 20, 2014
Employment Period:	November 21, 2014 (the “Start Date”) through December 31, 2017 or the date of any earlier termination of Executive’s employment.
Position:	Chief Executive Officer of Holdings and The Hertz Corporation (together, the “Companies”). Member of the Board of Directors of Holdings (the “Board”).
Duties/Reporting:	Customary for Chief Executive Officer, and as may be assigned by the Board from time to time. Executive will report directly to the Board.
Equity Investment:	During the period from November 24 to 26, 2014, Executive shall purchase on the open market $2,000,000 of shares of Holdings common stock, which Executive shall hold through at least December 31, 2017 (or any earlier termination of employment).
Annual Base Salary:	$1,450,000.
Annual Bonus:	For 2015 and later years, target of 150% of Annual Base Salary, up to a maximum amount determined in accordance with the terms of the applicable bonus plan, subject to Executive’s continued employment through the payment date.  The amount of the Annual Bonus shall be, except as set forth below, based on satisfaction of performance goals determined by the Compensation Committee of the Board. For 2014, subject to Executive’s continued employment through the payment date, Executive shall be entitled to a guaranteed bonus of $108,750 (60% of 1/12 of target). For 2015, subject to Executive’s continued employment through the payment date, Executive’s Annual Bonus shall be no less than 60% of target.
Stock Options:	On the Start Date, Holdings shall grant Executive, pursuant to Holdings’ 2008 Omnibus Incentive Plan (the “Stock Plan”), options in respect of 1,000,000 shares of Holdings common stock at an exercise price equal to the closing price of a share of Holdings common stock on November 20, 2014 (the “Option Grant”).   The Option Grant shall contain the following vesting terms: Transition Options.  50% of the Option Grant shall vest on December 31, 2015 if (i) Executive has developed and presented to the Board a business plan by June 30, 2015, that is subsequently approved by the Board (the “Business Plan Goal”), and (ii) a management team that is reasonably acceptable to the Board is in place by December 31, 2015.  The Transition Options shall expire on December 31, 2019, or such earlier date as determined in accordance with Holdings’ standard form of stock option agreement in connection with a termination of Executive’s employment; provided that if Executive remains employed through December 31, 2017, any vested Transition Options shall expire on December 31, 2019 under all circumstances other than in the case of a termination of Executive by the Company for Cause (in which case any outstanding Transition Options shall expire on the date of such termination). Performance Options.  50% of the Option Grant shall vest on December 31, 2017 subject to the satisfaction of revenue efficiency metrics for the period 2015-2017, as determined by the Compensation Committee of the Board with the input of Executive as of no later than March 31, 2015. ·If less than 85% of the performance goal is satisfied, none of the Performance Options shall vest; ·If 85% of the performance goal is satisfied, 50% of the Performance Options shall vest; ·If 100% or more of the performance goal is satisfied, 100% of the Performance Option shall vest; and ·If between 85% and 100% of the performance goal is satisfied, a percentage between 85% and 100% of the Performance Options shall vest based on straight-line interpolation. The Performance Options shall expire on June 30, 2020, or such earlier date as determined in accordance with Holdings’ standard form of stock option agreement in connection with a termination of Executive’s employment; provided that if Executive remains employed through December 31, 2017, any vested Performance Options shall expire on June 30, 2020 under all circumstances other than in the case of a termination of Executive by the Company for Cause (in which case any outstanding Performance Options shall expire on the date of such termination). All options granted under the Option Grant will be subject to Executive’s continued employment through the applicable vesting date, other than as noted below.  Notwithstanding anything contained herein to the contrary, in no event shall any portion of the Option Grant become exercisable prior to the date that the Form S-8 on file with respect to the Stock Plan becomes effective.
Restricted Stock Units:	As soon as practicable following the date that the Form S-8 on file with respect to the Stock Plan becomes effective, Holdings shall grant Executive, pursuant to the Stock Plan, restricted stock units in respect of a target amount of 350,000 shares of Holdings common stock (the “RSU Grant”).   The full amount of the target RSU Grant shall vest on the same terms as the Performance Options, provided that if the performance goal is satisfied above 100% of target, up to an additional 50% of the RSU target amount (i.e., up to an additional 175,000 shares) shall vest based on straight-line interpolation between 100% and 115% of target.
Employee Benefits and Fringe Benefits:	Executive shall be eligible for employee benefits and fringe benefits on the same basis as other senior executives of the Companies. Executive will be reimbursed for reasonable travel, lodging and meal expenses in accordance with the Companies’ expense reimbursement policy, and for legal fees incurred in the negotiation of this Term Sheet and formal employment agreement and ancillary documents described herein, at his counsel’s ordinary billable rates (plus expenses), up to a cap of $20,000.
Indemnification/Insurance:	To the fullest extent permitted by Delaware law (subject to a gross negligence and willful misconduct standard), with advancement of legal fees subject to an undertaking to repay if ultimately determined that Executive is not entitled to indemnification. Covered by D&O insurance to the same extent as other executive officers and Board members.
Relocation Package:	Executive shall be eligible for reimbursement of certain expenses incurred in connection with his relocation to Estero, Florida (including reasonable transaction expenses incurred in connection with the purchase of a residence in or around Estero, Florida), in accordance with the terms of Holding’s Senior Executive Relocation Policy For The Headquarters Move to Estero, Florida (the “Relocation Policy”); provided that no assistance will be provided in respect of the sale of Executive’s Texas residence.
Qualifying Termination Not in Connection with a Change in Control:	Upon termination of Executive’s employment (i) by Holdings other than for Cause (as defined below), (ii) by Executive for Good Reason (as defined below), or (iii) due to death or Disability (as defined below) (a “Good Leaver Termination”), Executive shall be entitled to compensation and benefits consisting of: (i)a cash payment equal to the sum of (A) Executive’s unpaid base salary through the date of termination, (B) any earned, but unpaid annual bonus for previously completed fiscal years, and (C) accrued and unused vacation pay; (ii)vesting of any unvested portion of the Option Grant or RSU Grant, prorated based on the portion of the period from the Start Date through December 31, 2017 from the Start Date through the date of termination, and with performance metrics deemed satisfied (in the case of the Transition Options) or satisfied at target levels (in the case of the Performance Options or the RSU Grant); provided that (A) this paragraph shall apply to the Transition Options only in the event of a qualifying termination (i) prior to a determination by the Board that the Business Plan Goal has not been attained or (ii) if the Business Plan Goal has been attained, prior to January 1, 2016, and (B) any vested options shall remain exercisable for 90 days following the date of termination; and (iii)Eligibility for reimbursement of certain expenses incurred in connection with his relocation to Texas (including reasonable transaction expenses incurred in connection with the sale of his residence in or around Estero, Florida), in accordance with the terms of the Relocation Policy. Subject to the terms of any other benefit plans in which Executive participates, the foregoing benefits shall be the sole severance benefits to which Executive is entitled upon a termination of employment.  For the avoidance of doubt, Executive shall not be entitled to participate in any of the Companies’ severance policies.
Any Other Termination Not in Connection with a Change in Control:	Subject to the terms of any other benefit plans in which Executive participates, upon termination Executive’s employment other than a Good Leaver Termination, Executive shall be entitled only to a cash payment equal to the sum of (i) Executive’s unpaid base salary through the date of termination and (ii) accrued and unused vacation pay.  For the avoidance of doubt, Executive shall not be entitled to participate in any of the Companies’ severance policies.
Change in Control Benefits:	Notwithstanding the above termination provisions, Executive shall be a party to a change in control agreement substantially in the form provided to other senior executives of the Companies (the “Change in Control Agreement”).  For purposes of the Change in Control Agreement, the severance multiple shall be 2.5.
Definitions:	“Cause” means, with respect to Executive (as determined by the Board) (i) willful and continued failure to perform substantially Executive’s material duties with Holdings (other than any such failure resulting from Executive’s incapacity as a result of physical or mental illness) after a written demand for substantial performance specifying the manner in which Executive has not performed such duties is delivered to Executive by the Board, (ii) engaging in willful and serious misconduct that is injurious to Holdings or any of its subsidiaries, (iii) one or more acts of fraud or personal dishonesty resulting in or intended to result in personal enrichment at the expense of Holdings or any of its subsidiaries, (iv) substantial abusive use of alcohol, drugs or similar substances that, in the sole judgment of Holdings, impairs Executive’s job performance, (v) material violation of any Holdings policy that results in harm to Holdings or any of its subsidiaries, (vi) indictment for or conviction of (or plea of guilty or nolo contendere) to a felony or of any crime (whether or not a felony) involving moral turpitude or (vii) a breach of the Executive Representation below.  A termination of employment for “Cause” shall include a determination following Executive’s termination of employment for any reason that the circumstances existed prior to such termination for the Company to have terminated Executive’s employment for Cause. “Good Reason” means, without Executive’s consent, (i) material reduction by the Companies of Executive’s Annual Base Salary or target Annual Bonus, (ii) failure of Executive to be nominated by Holdings or elected or reelected as a director, (iii) a material diminution in Executive’s duties or responsibilities or the assignment to him of any duties or responsibilities inconsistent with Executive’s position and status as Chief Executive Officer, (iv) a change in Executive’s reporting relationship such that he no longer reports directly to the Board, (v) failure of the Companies to obtain a satisfactory agreement from any successor to all or substantially all of the assets or business of the Companies to assume and agree to perform this Agreement within 15 days after a merger, consolidation, sale or similar transaction, or (vi) any purported termination by the Companies of Executive’s employment otherwise than as expressly described herein; in each case provided that, within 30 days of any such occurrence, Executive shall have delivered to the Board a notice of termination that specifically identifies such occurrence and the Companies shall have failed to cure such circumstance within 10 days of receipt of such notice. “Disability” means a physical or mental disability or infirmity that prevents or is reasonably expected to prevent the performance of Executive’s employment-related duties for a period of six months or longer and, within 30 days after Holdings notifies Executive in writing that it intends to terminate his employment, Executive shall not have returned to the performance of his employment-related duties on a full-time basis; provided that,with respect to any compensation that constitutes deferred compensation subject to Section 409A of the Internal Revenue Code, “Disability” shall have the meaning set forth in Section 409A(a)(2)(c) of the Internal Revenue Code.  The Board’s reasoned and good faith judgment of Disability shall be final, binding and conclusive, and shall be based on such competent medical evidence as shall be presented to it by Executive and/or by any physician or group of physicians or other competent medical expert employed by Executive or Holdings to advise the Board.
Restrictive Covenants:	Executive to be subject to restrictions on competition and solicitation of employees and customers, clients and distributors of Holdings and its affiliates, while employed and for two years following termination of employment for any reason. Executive also to be subject to a perpetual confidentiality agreement and a requirement to return the property of Holdings and its affiliates upon a termination of employment.
Executive Representation:	Executive represents that he is not subject to any contractual restriction which would prevent him from functioning as Chief Executive Officer of the Companies, or limit his ability to do so at any time during the Employment Period.
Holdings Representation	Holdings represents that it has full authority and all necessary approvals to enter into this Term Sheet.
Governing Law and Dispute Resolution:	Governed by the laws of the State of Delaware. Disputes resolved in state and Federal courts located in or nearest to the Companies’ headquarters.  Company will reimburse Executive’s legal fees incurred in a dispute if Executive prevails on at least one material claim or issue asserted in such dispute.

By signing below, Holdings and Executive agree that they shall work together in good faith, to promptly complete and execute a full employment agreement and ancillary documents that are consistent in all respects with these terms; provided that the parties agree that this Term Sheet shall be binding upon Holdings and Executive as of and following the Effective Date unless and until superseded by such full documentation.

Signed on November 20, 2014.

Hertz Global Holdings, Inc.
By:	/s/ Linda Fayne Levinson
	Name:	Linda Fayne Levinson
	Title:	Independent Non- Executive Chair
		of the Board of Directors
John Tague
By:	/s/ John Tague

[Signature Page to Term Sheet]

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

HERTZ APPOINTS JOHN P. TAGUE PRESIDENT AND CHIEF EXECUTIVE OFFICER

Travel and Transportation Industry Veteran Brings Significant Experience with Complex Turnarounds and Record of Revenue Optimization, Operational Execution and Delivering Improved Results

NAPLES, Fla., November 20, 2014 – Hertz Global Holdings, Inc. (NYSE: HTZ) (“Hertz” or “the Company”) today announced that John P. Tague has been appointed President and Chief Executive Officer and to the Company’s Board of Directors, effective November 21, 2014. Mr. Tague’s appointment follows an extensive search conducted by the Hertz Board of Directors. The search process was overseen by the Board’s CEO Search Committee, which is comprised of five independent directors including two recently appointed as part of an agreement with Carl C. Icahn, with the assistance of a leading executive search firm.

Mr. Tague is a travel and transportation industry veteran who has delivered demonstrable results in revenue generation, operational excellence and corporate transformation. A former President and Chief Operating Officer of United Airlines, he is credited with innovative product and pricing programs that drove strong financial performance as well as improved customer satisfaction. Most recently, he served as Chairman and Chief Executive Officer of Cardinal Logistics Holdings, a leading transportation and logistics provider and private-equity backed company.

Linda Fayne Levinson, Independent Non-Executive Chair of the Hertz Board, said, “John is a leader whose record shows a relentless focus on execution and high performance, having driven the successful turnaround of other large, complex consumer facing companies such as United Airlines. The Board was very clear about what we needed in a new CEO for Hertz. We were looking for a world class global leader who knows the travel industry and its players, has an intimate understanding of the revenue optimization equation, drives operational excellence, has driven turnarounds, is a superb people leader, and most of all, understands how to create shareholder value. In John we have found that leader.”

Carl C. Icahn, Chairman of Icahn Enterprises L.P., commented, “My team and I, along with Linda Fayne Levinson and other members of the Hertz Search Committee, spent a significant amount of time with a number of highly qualified candidates. The Committee performed an extensive search for the CEO position before the Committee and the Board unanimously selected John Tague as the next CEO of Hertz. I have been involved in a number of CEO searches during the last decade and have been quite impressed by the knowledge and imagination of a number of these candidates, many of whom have turned into very successful CEOs. I am happy to say that after listening to John’s ideas concerning Hertz and evaluating what he has accomplished at United, I believe he ranks at or near the top of the group. Importantly, Glenn Tilton, the former Chairman and CEO of United Airlines, informed me that John Tague was a key player in the United Airlines turnaround and as President and the former COO he would have been Glenn’s recommendation to be the next CEO of United once Glenn retired, had the United / Continental merger not occurred.”

Mr. Tague said, “I am honored to have been selected to lead Hertz to its full potential at a time of unprecedented opportunity for the Company and industry. I look forward to partnering with Hertz employees as we work to earn sustained industry leadership for the benefit of our shareholders, customers and team.”

Ms. Levinson added, “On behalf of the Hertz Board, we thank Brian MacDonald for his selflessness in stepping into the interim leadership role. Strategic actions he and the Hertz team have taken over the past months have enabled a smooth transition and put Hertz on stronger footing to address our challenges and achieve success.”

About John P. Tague

Mr. Tague has served as Chief Executive Officer of Greatwide Logistics Services, LLC since 2011, where he oversaw the merger between Greatwide Logistics Services and Cardinal Logistics Management, Inc. in 2013, creating one of the largest U.S. providers of dedicated transportation. Mr. Tague has since served as Chairman and Chief Executive Officer of the combined company, Cardinal Logistics Holdings.

Mr. Tague previously spent eight years at United Airlines, Inc. and UAL Corporation, where he served in a number of leadership roles, including President and Chief Operating Officer. He served as President of United Airlines and Executive Vice President of UAL Corporation until the closing of United’s merger with Continental Airlines in 2010. In that role, Mr. Tague was responsible for all airline management functions, including actions to modernize the fleet. In the year prior to his announced departure from United, United delivered a $1.2 billion revenue improvement, generated a $750 million profit improvement, tightly managed its costs and increased its margin by 16 points, delivering the industry’s leading profit margin year to date at that time. After he was appointed President, United’s customer satisfaction improved by 70 percent domestically and on-time performance improved from worst to first, with United leading the network carriers in on-time performance.

Mr. Tague joined United Airlines and UAL Corporation in 2003 as Executive Vice President of Customers and was part of the team that successfully led United through its $23 billion restructuring and operational turnaround. He held several other leadership positions at the Company, including Executive Vice President and Chief Operating Officer from 2008 to 2009; Executive Vice President and Chief Revenue Officer from 2006 to 2008; and Executive Vice President of Marketing, Sales, and Revenue from 2004 to 2006.

Before joining United, Mr. Tague held several leadership positions at ATA Holdings Corp., including President and Chief Executive Officer from 1997 to 2002, and President and Chief Operating Officer from 1993 to 1995. Under his leadership, ATA grew from $300 million to $1.4 billion in sales and to employ 8,000 associates. Mr. Tague previously served as Executive Vice President of Marketing and Planning for ATA. He also held various positions at Midway Airlines, including Senior Vice President of Marketing and Planning, and served as Chairman, Chief Executive Officer and President of Vanguard Airlines, Inc. between 1996 and 1997.

Mr. Tague currently serves on the Board of Directors of Choice Hotels International, Inc., one of the world’s largest lodging franchisors, where he also serves on the Board’s Audit Committee and the Compensation and Management Development Committee.

He previously served on the Board of Directors for Reddy Ice Inc., Pacer International, Inc., Orbitz, ATA and United Airlines.

About Hertz

The Hertz Corporation operates the Hertz, Dollar, Thrifty and Firefly car rental brands in approximately more than 11,500 corporate and licensee locations throughout 145 countries in North America, Europe, Latin America, Asia, Australia, Africa, the Middle East and New Zealand. Hertz is the largest worldwide airport general use car rental brand with more than 1,400 airport locations in the U.S. and a presence at more than 250 international airports. Product and service initiatives such as Hertz Gold Plus Rewards, NeverLost®, Carfirmations, Mobile Wi-Fi and unique vehicles offered through the Adrenaline, Dream, Family, Fun, Green and Prestige Collections set Hertz apart from the competition. Additionally, Hertz owns the vehicle leasing and fleet management leader Donlen Corporation, operates the Hertz 24/7 hourly car rental business and sells vehicles through its Rent2Buy program. The company also owns Hertz Equipment Rental Corporation (HERC), one of the largest equipment rental businesses with more than 340 locations worldwide offering a diverse line of equipment and tools for rent and sale. HERC primarily serves the construction, industrial, oil, gas, entertainment and government sectors. For more information about Hertz, visit: www.hertz.com.

Corporate EBITDA is a non-GAAP financial measure. Management believes that Corporate EBITDA is useful in measuring the comparable results of the Company period-over-period. The GAAP measures most directly comparable to Corporate EBITDA are pre-tax income and cash flows from operating activities. Because of the forward-looking nature of the Company’s forecasted Corporate EBITDA, specific quantifications of the amounts that would be required to reconcile forecasted cash flows from operating activities and pre-tax income are not available. The Company believes that there is a degree of volatility with respect to certain of the Company’s GAAP measures, primarily related to fair value accounting for its financial assets (which includes the Company’s derivative financial instruments), its income tax reporting and certain adjustments made to arrive at the relevant non-GAAP measures, which preclude the Company from providing accurate forecasted GAAP to non-GAAP reconciliations. Based on the above, the Company believes that providing estimates of the amounts that would be required to reconcile the range of the non-GAAP Corporate EBITDA to forecasted cash flows from operating activities and pre-tax income would imply a degree of precision that would be confusing or misleading to investors for the reasons identified above.

Cautionary Note Concerning Forward Looking Statements

Certain statements contained in this press release include “forward-looking statements.” Forward-looking statements include information concerning the Company’s liquidity and its possible or assumed future results of operations, including descriptions of its business strategies. These statements often include words such as “believe,” “expect,” “project,” “potential,” “preliminary,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may,” “would,” “should,” “could,” “forecasts” or similar expressions. These statements are based on certain assumptions that the Company has made in light of its experience in the industry as well as its perceptions of historical trends, current conditions, expected future developments and other factors it believes are appropriate in these circumstances. The Company believes these judgments are reasonable, but you should understand that these statements are not guarantees of performance or results, and the Company’s actual results could differ materially from those expressed in the forward-looking statements due to a variety of important factors, both positive and negative. Some important factors that could affect the Company’s actual results include, among others, those described under “Risk Factors” set forth in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, as amended, or that have been or may be disclosed from time to time in subsequent reports filed with the Securities and Exchange Commission, the thorough review of the Company’s internal financial records that is being conducted, the additional time that may be required to complete the review and the ability of the Company to remediate any material weakness in its internal control over financial reporting.

Additional information concerning these factors can be found in our filings with the Securities and Exchange Commission, including our Form 10-K and our Current Reports on Form 8-K. You should not place undue reliance on forward-looking statements. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Contacts:

Investor Relations:

Hertz

Leslie Hunziker

(239) 552-5700

lhunziker@hertz.com

Media:

Hertz

Richard Broome

(239) 552-5558

rbroome@hertz.com

Joele Frank

Barrett Golden, Alyssa Cass or Dan Moore

(212) 355-4449