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): May 7, 2014

 

 

UNITED RENTALS, INC.

UNITED RENTALS (NORTH AMERICA), INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-14387		06-1522496
Delaware		001-13663		86-0933835
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

100 First Stamford Place, Suite 700 Stamford, Connecticut		06902
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (203) 622-3131

(Former name or former address 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))

 

 

 

---

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On May 7, 2014, United Rentals, Inc. (the “Company”) held its annual meeting of stockholders at which the stockholders voted: (i) upon the election of Jenne K. Britell, José B. Alvarez, Bobby J. Griffin, Michael J. Kneeland, Pierre E. Leroy, Singleton B. McAllister, Brian D. McAuley, John S. McKinney, James H. Ozanne, Jason D. Papastavrou, Filippo Passerini, Donald C. Roof and Keith Wimbush to the Company’s Board of Directors for one-year terms; (ii) upon the approval of material terms of performance goals for qualified performance-based awards under the 2014 Annual Incentive Compensation Plan; (iii) upon the approval of the Company’s Second Amended and Restated 2010 Long Term Incentive Plan; (iv) upon the re-approval of material terms of performance goals for qualified performance-based awards under the Second Amended and Restated 2010 Long Term Incentive Plan; (v) upon the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014; and (vi) on an advisory (non-binding) basis to approve the compensation of the Company’s named executive officers.

The stockholders elected all thirteen directors, approved material terms of performance goals for qualified performance-based awards under the 2014 Annual Incentive Compensation Plan, approved the Second Amended and Restated 2010 Long Term Incentive Plan, re-approved material terms of performance goals for qualified performance-based awards under the Second Amended and Restated 2010 Long Term Incentive Plan, approved the ratification of the appointment of Ernst & Young LLP and approved (on a non-binding basis) the compensation of the Company’s named executive officers.

The final voting results for each of the matters submitted to a vote of stockholders at the 2014 annual meeting are set forth below:

Proposal 1. Election of Directors.

 

Nominee		For		Against				Abstain				Broker Non-Votes
Jenne K. Britell		79,344,552			95,236				314,233				8,120,403
José B. Alvarez		79,372,967			78,305				302,749				8,120,403
Bobby J. Griffin		79,391,523			58,187				304,312				8,120,402
Michael J. Kneeland		79,392,490			56,813				304,719				8,120,402
Pierre E. Leroy		78,799,496			649,202				305,323				8,120,403
Singleton B. McAllister		78,814,107			634,070				305,844				8,120,403
Brian D. McAuley		79,388,090			60,175				305,756				8,120,403
John S. McKinney		78,843,707			603,442				306,538				8,120,737
James H. Ozanne		79,386,122			63,395				304,505				8,120,402
Jason D. Papastavrou		79,390,830			60,379				302,812				8,120,403
Filippo Passerini		78,814,420			632,147				307,455				8,120,402
Donald C. Roof		79,381,770			54,191				318,060				8,120,403
Keith Wimbush		78,812,170			636,620				305,320				8,120,314

Proposal 2. Approval of Material Terms of Performance Goals for Qualified Performance-Based Awards Under the 2014 Annual Incentive Compensation Plan.

 

For		Against		Abstain		Broker Non-Votes
78,051,825		1,384,750		317,446		8,120,403

Proposal 3. Approval of the Company’s Second Amended and Restated 2010 Long Term Incentive Plan.

 

For		Against		Abstain		Broker Non-Votes
74,186,234		5,229,232		338,555		8,120,403

---

Proposal 4. Re-Approval of Material Terms of Performance Goals for Qualified Performance-Based Awards Under the Second Amended and Restated 2010 Long Term Incentive Plan.

 

For		Against		Abstain		Broker Non-Votes
77,904,177		1,480,604		369,240		8,120,403

Proposal 5. Ratification of Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2014.

 

For		Against		Abstain		Broker Non-Votes
86,060,262		1,514,110		300,052		*

 

 

*	Not applicable.

Proposal 6. Advisory Vote on the Company’s Executive Compensation.

 

For		Against		Abstain		Broker Non-Votes
77,953,846		1,344,418		455,757		8,120,403

---

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.

Date: May 7, 2014