UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
August 27, 2024 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address, including Zip Code, and
telephone number, including area code,
of registrant's principal executive offices)
Not Applicable
Not Applicable
(Former name, former address and
former fiscal year, 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on which Registered | ||||
| Hertz Global Holdings, Inc. | ||||||
| Hertz Global Holdings, Inc. | ||||||
| The Hertz Corporation | None | None | None |
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 26, 2024, the Board of Directors of Hertz Global Holdings, Inc. (the “Company”) increased the size of the Board of Directors from 9 to 11 and elected Mr. Francis Blake and Ms. Lucy Clark Dougherty to serve as directors of the Company, effective August 27, 2024, to fill such vacancies.
Upon their appointment as non-employee members of the Board, Mr. Blake and Ms. Clark Dougherty will each receive the standard compensation paid to non-employee members of the Board under the Company’s Amended and Restated Directors' Compensation Policy dated February 15, 2023, consisting of (i) an annual grant of restricted stock units with a value of $175,000 and (ii) an annual cash retainer of $100,000, in each case subject to their continued service as a director.
Each of Mr. Blake and Ms. Clark Dougherty has entered into an indemnification agreement with the Company in the form filed with the Securities and Exchange Commission.as Exhibit 10.10 to the Annual Report on Form 10-K filed on February 23, 2022, which is incorporated by reference herein in its entirety.
There are no arrangements or understandings between Mr. Blake and any other person pursuant to which he was elected as a director. Mr. Blake has not entered into or proposed to enter into any transactions required to be reported under Item 404(a) of Regulation S-K.
There are no arrangements or understandings between Ms. Clark Dougherty and any other person pursuant to which she was elected as a director. Ms. Clark Dougherty has not entered into or proposed to enter into any transactions required to be reported under Item 404(a) of Regulation S-K.
Item 9.01 Exhibits.
(d) Exhibits
| Exhibit | ||
| Number | Title | |
| 99.1 | Press Release, dated August 27, 2024 | |
| 104.1 | Cover Page Interactive Data File (Embedded within the Inline XBRL document) |
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SIGNATURE
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 | ||
| (each, a Registrant) | ||
| By: | /s/ SCOTT M. HARALSON | |
| Name: | Scott M. Haralson | |
| Title: | Executive Vice President and Chief Financial Officer | |
Date: August 27, 2024
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Exhibit 99.1
Hertz Further Strengthens Board with 2 New Members
ESTERO, Fla., Aug. 27, 2024 /PRNewswire/ – Hertz Global Holdings, Inc. (NASDAQ: HTZ) – one of the leading global rental car companies – announced that its Board of Directors is increasing the size of the Board from nine to 11 and is electing Mr. Francis “Frank” Blake and Ms. Lucy Clark Dougherty to serve as directors, effective today.
Blake is the retired chairman and CEO of The Home Depot, former non-executive chairman of Delta Air Lines, former deputy secretary for the U.S. Department of Energy, former general counsel for the U.S. Environmental Protection Agency and a longtime executive at General Electric.
Clark Dougherty is senior vice president, general counsel and Board secretary of Polaris Inc. She formerly served as deputy general counsel at General Motors and chief legal officer and counselor to the secretary of the U.S. Department of Homeland Security.
“Frank and Lucy enhance our Board with decades of experience in both the private sector and public service,” said Colin Farmer, chair of the Hertz Board. “Frank’s distinguished career spans across business, government and law – including two decades of proven success on corporate boards. Lucy offers a wealth of expertise in driving business transformation, innovation and strategy – along with extensive experience advising boards. Together, they complement the diverse skills and backgrounds of our current board members and will effectively collaborate with them to steer our company toward future success.”
Under the direction of CEO Gil West – who joined April 1 – Hertz has recruited a world-class leadership team to execute the company’s strategy of delivering sustainable growth and creating value by elevating operational performance across every facet of its business along with a commitment to deliver an unmatched customer experience.
In joining the Hertz Board, Blake and Clark Dougherty initially will not be assigned to standing committees of the board.
BIOGRAPHIES
Frank Blake served as chairman and CEO of The Home Depot from January 2007 through November 2014, and then as chairman through January 2015. He joined The Home Depot in 2002 as executive vice president, business development and corporate operations. The Boston native previously served as deputy secretary for the U.S. Department of Energy and in a variety of executive roles at General Electric, including senior vice president, Corporate Business Development. Blake’s public sector experience also includes having served as general counsel for the U.S. Environmental Protection Agency, deputy counsel to Vice President George Bush and law clerk to U.S. Supreme Court Justice John Paul Stevens. He has served on the board of directors for Unifi, Inc., Proctor & Gamble, Macy’s, Delta Air Lines, The Southern Company and the Georgia Aquarium. He holds a bachelor’s degree from Harvard University and a juris doctorate from Columbia University School of Law.
Lucy Clark Dougherty joined Polaris in January 2018 as senior vice president – general counsel, compliance officer and Board secretary. Prior to Polaris, she held a number of leadership roles at General Motors, including deputy general counsel for Global Markets, Autonomous Vehicles and Transportation as a Service and deputy general counsel – Commercial, Product Safety, and Regulatory, as well as vice president and general counsel – General Motors North America. She also served in the U.S. Department of Justice, Executive Office of the President and the U.S. Department of Homeland Security, where she was chief legal officer and counselor to the secretary of Homeland Security. She holds a bachelor’s degree from Yale and a juris doctorate from the University of Michigan Law School.
ABOUT HERTZ
The Hertz Corporation, a subsidiary of Hertz Global Holdings, Inc., operates the Hertz, Dollar, and Thrifty vehicle rental brands throughout North America, Europe, the Caribbean, Latin America, Africa, the Middle East, Asia, Australia, and New Zealand. The Hertz Corporation is one of the largest worldwide vehicle rental companies, and the Hertz brand is one of the most recognized globally. Additionally, The Hertz Corporation owns and operates the Firefly vehicle rental brand and Hertz 24/7 car sharing business in international markets and sells vehicles through Hertz Car Sales. For more information about The Hertz Corporation, visit www.hertz.com.