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) June 2, 2009 (May 27, 2009)

THE HERTZ CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	001-07541	13-1938568
(State of incorporation)	(Commission File Number)	(I.R.S Employer Identification No.)

225 Brae Boulevard

Park Ridge, New Jersey  07656-0713

(Address of principal executive offices, including zip code)

(201) 307-2000

(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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.03.    AMENDMENTS TO ARTICLES OF INCORPORATION OR BY-LAWS; CHANGE IN FISCAL YEAR

On May 27, 2009, certain amendments to the Amended and Restated By-Laws (the “By-Laws”) of The Hertz Corporation (“Hertz”), a wholly-owned subsidiary of Hertz Global Holdings, Inc. (“Hertz Holdings”), became effective upon the consummation of the sale by Hertz Holdings of 46,000,000 shares of its common stock (the “Common Stock Offering”).  The amendments were approved by Hertz’s board of directors (the “Board”) on May 19, 2009, to become effective when and if Hertz Holdings ceased to qualify, on a pro forma basis, as a “controlled company” as defined in the published listing requirements of the New York Stock Exchange, after giving effect to the Common Stock Offering.  The amendments modified the prior By-Laws in the following principal respects:

· The heading of Article III of the By-Laws is amended to replace the words “Executive and Governance Committee and Other Committees” with the word “Committees.”

· Section 3.01 (Committees: How Constituted) of the By-Laws is amended to:

· replace each reference to “Executive and Governance Committee” with the words “Executive Committee;”

· reflect the formation of a new Nominating and Governance Committee; and

· specify that the selection and removal of the chairman of the Executive Committee will be subject to the same requirements as the chairman of the Executive and Governance Committee set forth in Section 2.1(d) of the Amended and Restated Stockholders Agreement, dated as of November 20, 2006, among Hertz Holdings and certain of its stockholders (for so long as it remains in effect).

· Section 3.02 (Committees: Power) of the By-Laws is amended to replace each reference to “Executive and Governance Committee” with the words “Executive Committee.”

· Section 4.03 (Officers: Salaries) of the By-Laws is amended to provide that the determination of salaries for officers of the Company shall be subject to applicable legal or regulatory requirements.

· Section 4.04 (Officers: Removal and Resignation; Vacancies) of the By-Laws is amended to provide:

· that the chief executive officer (in addition to the Board, as previously provided) may remove any officer for or without cause as permitted pursuant to Section 4.07 (Officers: Chief Executive Officer); and

· that any vacancy occurring in any office of Hertz by death, resignation, removal or otherwise, shall be filled by the Board (as previously provided), or, if the chief executive officer has authority pursuant to Section 4.07 of the By-Laws to fill such office, then by the chief executive officer subject to Section 4.07 or by the Board.

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· Section 4.07 of the By-Laws is amended to provide that, except as otherwise determined by the Board, the chief executive officer shall have the authority to remove any officer of Hertz with the approval of the chairman of the Board, or, if the chief executive officer is the chairman of the Board, the approval of the lead director or another director designated by the Board for such purpose.

The foregoing description of the amendments to the By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the prior By-Laws, a copy of which was filed with the Securities and Exchange Commission as Exhibit 3.2 to Amendment No. 3 to Hertz’s Registration Statement on Form S-4, as filed on December 4, 2006 (incorporated herein by reference), and Amendment No. 1 to the By-Laws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K (incorporated herein by reference).

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d)  Exhibits

Exhibit
Number	Description
3.1	Amendment No. 1 to the By-Laws, as amended effective May 27, 2009

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SIGNATURES

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.

	THE HERTZ CORPORATION
	(Registrant)
	By:	/s/ J. Jeffrey Zimmerman
	Name:	J. Jeffrey Zimmerman
	Title:	Senior Vice President, General Counsel
		and Secretary
Date: June 2, 2009

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EX-3.1

Exhibit 3.1

AMENDMENT NO. 1

to

The Hertz Corporation

Amended and Restated By-Laws

This Amendment Number 1 is effective as of May 27, 2009 to The Hertz Corporation (the “Company”) Amended and Restated By-Laws (the “By-Laws”), adopted as of November 20, 2006.

WHEREAS, the Board of Directors of the Company, acting pursuant to Article IX of the By-Laws, desires to amend the By-Laws to reflect the formation of a new Nominating and Governance Committee and the redesignation of the existing Executive and Governance Committee as the Executive Committee, and to permit the Chief Executive Officer of the Company to remove and appoint officers of the Company in certain circumstances.

NOW, THEREFORE, the By-Laws are amended as follows:

(1)Article III of the By-Laws is hereby amended by replacing the words “Executive and Governance Committee and Other Committees” in Article III’s heading with the word “Committees”.

(2)Section 3.01 of the By-Laws is hereby deleted and replaced in its entirety with the following:

“Section 3.01.  How Constituted.  The Board of Directors shall have an Executive Committee, a Compensation Committee, an Audit Committee, a Nominating and Governance Committee and such other committees as the Board of Directors may determine (collectively, the “Committees”).  Each Committee shall consist of at least three Directors. Each Committee shall consist of such number of Directors as from time to time may be fixed by a majority of the total authorized membership of the Board of Directors, and any Committee may be abolished or re-designated from time to time by the Board of Directors. Each member of any such Committee (whether designated at an annual meeting of the Board of Directors or to fill a vacancy or otherwise) shall hold office until his or her successor shall have been designated or until he or she shall cease to be a Director, or until his or her earlier death, resignation or removal.”

(3)Section 3.02 of the By-Laws is hereby amended by replacing each reference to “Executive and Governance Committee” with the words “Executive Committee.”

(4)  Section 4.03 of the By-Laws is hereby deleted and replaced in its entirety with the following:

“Section 4.03.  Salaries.  Except as otherwise determined by the Board of Directors, the salaries of all officers of the Corporation shall be fixed by the Compensation Committee, or, if not so fixed by the Compensation Committee, by the Board of Directors, subject to any applicable legal or regulatory requirements.”

(5)Section 4.04 of the By-Laws is hereby deleted and replaced in its entirety with the following:

“Section 4.04.  Removal and Resignation; Vacancies.  Any officer may be removed for or without cause at any time by the Board of Directors or by the Chief Executive Officer as permitted pursuant to Section 4.07.  Any officer may resign at any time by delivering notice of resignation, either in writing signed by such officer or by electronic transmission, to the Chairman of the Board, the Chief Executive Officer or the Secretary.  Unless otherwise specified therein, such resignation shall take effect upon delivery.  Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise, shall be filled by the Board of Directors, or, if the Chief Executive Officer has authority pursuant to Section 4.07 of these By-Laws to fill such office, then by the Chief Executive Officer subject to Section 4.07 of these By-Laws or by the Board of Directors.  For so long as the Stockholders Agreement is in effect, the removal of the Chairman of the Board and the Chief Executive Officer, and the filling of vacancy in such positions, shall be subject to the terms of the Stockholders Agreement.”

(6)Section 4.07 of the By-Laws is hereby deleted and replaced in its entirety with the following:

“Section 4.07.  Chief Executive Officer.  The Chief Executive Officer shall, subject to the direction of the Board of Directors, be the chief executive officer of the Corporation, shall have general control and supervision of the policies and operations of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.  He or she shall manage and administer the Corporation’s business and affairs and shall also perform all duties and exercise all powers usually pertaining to the office of a chief executive officer, president or chief operating officer, of a corporation, including, without limitation under the DGCL.  He or she shall have the authority to sign, in the name and on behalf of the Corporation, checks, orders, contracts, leases, notes, drafts and any other documents and instruments in connection with the

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business of the Corporation, and together with the Secretary or an Assistant Secretary, conveyances of real estate and other documents and instruments to which the seal of the Corporation may need to be affixed.  Except as otherwise determined by the Board of Directors, he or she shall have the authority to cause the employment or appointment of such employees (other than the Chief Executive Officer) and agents of the Corporation as the conduct of the business of the Corporation may require, to fix their compensation and to remove or suspend any such employees or agents elected or appointed by the Chief Executive Officer or the Board of Directors.  Except as otherwise determined by the Board of Directors, he or she shall also have the authority to remove any officer of the Corporation with, if the Chief Executive Officer is not the Chairman of the Board, the approval of the Chairman of the Board, or, if the Chief Executive Officer is the Chairman of the Board, the approval of the lead director or such other director designated by the Board for such purpose.  The Chief Executive Officer shall perform such other duties and have such other powers as the Board of Directors or the Chairman of the Board may from time to time prescribe.”

The Company is hereby authorized to restate its By-Laws accordingly.

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