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 3, 2016

 

 

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) 618-7255

(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))

 

 

 

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Item 5.07.

Submission of Matters to a Vote of Security Holders.

On May 3, 2016, United Rentals, Inc. 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, Singleton B. McAllister, Brian D. McAuley, John S. McKinney, 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 ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016; (iii) on an advisory (non-binding) basis to approve the compensation of the Company’s named executive officers; and (iv) on an advisory (non-binding) basis upon a stockholder proposal to adopt simple majority vote.

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 approved (on a non-binding basis) a stockholder proposal to adopt simple majority vote.

The final voting results for each of the matters submitted to a vote of stockholders at the 2016 annual meeting are set forth below:

Proposal 1. Election of Directors.

 

Nominee		For				Against				Abstain				Broker Non-Votes
Jenne K. Britell			68,514,303				438,563				179,520				9,474,682
José B. Alvarez			68,857,561				94,827				179,998				9,474,682
Bobby J. Griffin			68,865,782				86,692				179,912				9,474,682
Michael J. Kneeland			68,339,858				609,859				182,669				9,474,682
Singleton B. McAllister			66,941,721				2,005,240				185,425				9,474,682
Brian D. McAuley			68,165,209				786,305				180,872				9,474,682
John S. McKinney			67,634,082				1,316,695				181,609				9,474,682
Jason D. Papastavrou			68,491,083				460,405				180,898				9,474,682
Filippo Passerini			68,779,263				172,851				180,272				9,474,682
Donald C. Roof			68,793,660				158,526				180,200				9,474,682
Keith Wimbush			68,438,622				512,479				181,285				9,474,682

Proposal 2. Ratification of Appointment of Ernst & Young LLP.

 

For		Against		Abstain		Broker Non-Votes
77,414,381		891,933		300,754		*

 

*	Not applicable.

Proposal 3. Advisory Vote on Executive Compensation.

 

For		Against		Abstain		Broker Non-Votes
65,879,966		2,975,234		277,186		9,474,682

Proposal 4. Advisory Vote on a Stockholder Proposal to Adopt Simple Majority Vote.

 

For		Against		Abstain		Broker Non-Votes
45,035,419		23,820,328		276,639		9,474,682

 

Item 7.01.

Regulation FD Disclosure.

On May 3, 2016, United Rentals, Inc. issued a press release (attached hereto as Exhibit 99.1) announcing that it will participate in the Oppenheimer 11th Annual Industrial Growth Conference on Tuesday, May 10, 2016. At the conference, Michael Kneeland, chief executive officer, and William Plummer, chief financial officer, will present information regarding the Company, which may include a discussion of the Company’s business, financial performance and forward-looking information.

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The presentation is scheduled to begin at 10:55 a.m., Eastern Time and will be broadcast live via the following link:

http://www.veracast.com/webcasts/opco/industrials2016/41105380682.cfm

The archived webcast will be available for 30 days following the conference directly through the Company’s website, www.unitedrentals.com.

The information in Item 7.01 of this Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. The disclosure in this report, including Exhibit 99.1 attached hereto, of any information does not constitute an admission that such information is material.

 

Item 9.01.

Financial Statements and Exhibits.

 

99.1		Press Release of United Rentals, Inc.

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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 3, 2016