United Rentals North America 8K Submission of Matters to a Vote of Security Holders

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): M

ay 7, 20

(May 6, 2021)

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value, of United Rentals, Inc.	URI	New York Stock Exchange

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 5.07.

Submission of Matters to a Vote of Security Holders.

On May 6, 2021, the Company held its Annual Meeting at which the stockholders voted: (i) upon the election of José B. Alvarez, Marc A. Bruno, Matthew J. Flannery, Bobby J. Griffin, Kim Harris Jones, Terri L. Kelly, Michael J. Kneeland, Gracia C. Martore, Filippo Passerini, Donald C. Roof and Shiv Singh to the Board for

one-year

terms; (ii) upon the ratification of the appointment of Ernst & Young LLP as the Company’s public accounting firm for the fiscal year ending December 31, 2021; (iii) on an advisory

(non-binding)

basis to approve the compensation of the Company’s named executive officers; and (iv) on a stockholder proposal to improve shareholder written consent.

The stockholders elected all eleven directors, approved the ratification of the appointment of Ernst & Young LLP, approved (on a

non-binding

basis) the compensation of the Company’s named executive officers and rejected a stockholder proposal to improve shareholder written consent.

The final voting results for each of the matters submitted to a vote of stockholders at the 2021 annual meeting are set forth below:

Proposal 1. Election of Directors.


Nominee	For		Against		Abstain		Broker Non-Votes
José B. Alvarez		57,622,595		2,802,060		26,828		4,381,729
Marc A. Bruno		58,301,884		2,121,132		28,467		4,381,729
Matthew J. Flannery		59,903,903		517,377		30,203		4,381,729
Bobby J. Griffin		54,170,113		6,253,048		28,322		4,381,729
Kim Harris Jones		59,909,160		516,264		26,059		4,381,729
Terri L. Kelly		59,868,749		558,652		24,082		4,381,729
Michael J. Kneeland		59,462,050		960,881		28,552		4,381,729
Gracia C. Martore		57,743,657		2,680,724		27,102		4,381,729
Filippo Passerini		59,357,444		1,065,852		28,187		4,381,729
Donald C. Roof		59,736,731		686,650		28,102		4,381,729
Shiv Singh		58,631,591		1,792,340		27,552		4,381,729

Proposal 2. Ratification of Appointment of Public Account Firm.


For	Against	Abstain	Broker Non-Votes
61,161,671	3,644,457	27,084	*

*	Not applicable.

Proposal 3. Advisory Approval of Executive Compensation.


For	Against	Abstain	Broker Non-Votes
54,979,432	5,292,294	179,757	4,381,729

Proposal 4. Stockholder Proposal to Improve Shareholder Written Consent.


For	Against	Abstain	Broker Non-Votes
29,122,986	31,112,438	216,059	4,381,729

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: M

ay 7, 20


UNITED RENTALS, INC.

By:	/s/ Craig A Pintoff
	Name:	Craig A. Pintoff
	Title:	Executive V ice President and Chief Administrative Offic er

UNITED RENTALS (NORTH AMERICA), INC.

By:	/s/ Craig A Pintoff
	Name:	Craig A. Pintoff
	Title:	Executive V ice President and Chief Administrative Offic er

United Rentals North America 8-KSubmission of Matters to a Vote of Security Holders