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 6, 2015

 

 

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))

 

 

 

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Item 5.07.

Submission of Matters to a Vote of Security Holders.

On May 6, 2015, 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, 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 ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015; and (iii) on an advisory (non-binding) basis to approve the compensation of the Company’s named executive officers.

The stockholders elected all twelve directors, 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 2015 annual meeting are set forth below:

Proposal 1.     Election of Directors.

 

Nominee		For		Against		Abstain		Broker Non-Votes
Jenne K. Britell		71,317,875		94,951		148,733		9,738,736
José B. Alvarez		71,349,924		61,148		150,487		9,738,736
Bobby J. Griffin		71,349,579		62,991		148,989		9,738,736
Michael J. Kneeland		71,348,033		63,870		149,656		9,738,736
Singleton B. McAllister		70,753,784		654,586		153,189		9,738,736
Brian D. McAuley		70,817,667		595,586		148,306		9,738,736
John S. McKinney		70,733,720		678,965		148,874		9,738,736
James H. Ozanne		71,329,436		83,503		148,620		9,738,736
Jason D. Papastavrou		71,081,148		329,984		150,427		9,738,736
Filippo Passerini		71,349,552		65,005		147,002		9,738,736
Donald C. Roof		71,347,157		66,164		148,238		9,738,736
Keith Wimbush		71,329,568		78,353		153,638		9,738,736

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

 

For		Against		Abstain		Broker Non-Votes
80,410,749		674,583		214,963		*

 

*	Not applicable.

Proposal 3.     Advisory Vote on Executive Compensation.

 

For		Against		Abstain		Broker Non-Votes
69,945,793		1,420,034		195,732		9,738,736

 

Item 7.01.

Regulation FD Disclosure.

On May 6, 2015, the Company issued a press release (attached hereto as Exhibit 99.1) announcing that it will participate in the Oppenheimer & Co. 10th Annual Industrial Growth Conference on Wednesday, May 13, 2015. 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.

The presentation is scheduled to begin at 10:15 a.m., Eastern Time and will be broadcast live via the following link:

http://www.veracast.com/webcasts/opco/industrials2015/72204308985.cfm

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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 7, 2015

 

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release of United Rentals, Inc.