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 6, 2012

 

 

McGRATH RENTCORP

(Exact name of registrant as specified in its charter)

 

 

 

California		0-13292		94-2579843
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

5700 Las Positas Road, Livermore, California				94551-7800
(Address of principal executive offices)				(Zip Code)

(925) 606-9200

Registrant’s telephone number, including area code

N/A

(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 (see General Instruction A.2. below):

 

¨	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.

At the 2012 Annual Meeting of Shareholders (the “Annual Meeting”) of McGrath RentCorp (the “Company”), held on June 6, 2012, the following proposals were voted on by the Company’s shareholders, as set forth below.

The Company’s shareholders (i) elected each of the director nominees, (ii) ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2012, (iii) voted for the approval on a non-binding, advisory basis of the compensation of the Company’s named executive officers, and (iv) voted for the approval of an amended and restated 2007 Stock Incentive Plan.

Proposal 1. Election of Directors.

 

Name of Nominee		Votes For		Votes Withheld		Broker Non-Votes
William J. Dawson		22,376,131		324,944		1,431,940
Robert C. Hood		22,376,037		325,038		1,431,940
Dennis C. Kakures		22,382,291		318,784		1,431,940
Robert P. McGrath		17,398,717		5,302,358		1,431,940
M. Richard Smith		22,539,941		161,134		1,431,940
Dennis P. Stradford		22,539,935		161,140		1,431,940
Ronald H. Zech		22,364,538		336,537		1,431,940

Proposal 2. Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2012.

 

Votes For		Votes Against		Abstain		Broker Non-Votes
23,771,106		358,738		3,171		None

Proposal 3. Non-binding, advisory vote on the compensation of the Company’s named executive officers.

 

Votes For		Votes Against		Abstain		Broker Non-Votes
22,084,423		360,636		256,016		1,431,940

---

Proposal 4. Approve an amended and restated 2007 Stock Incentive Plan (the “2007 Plan”) to: (i) increase the number of authorized shares of the Company’s Common Stock issuable under the 2007 Plan by 1,500,000 shares; (ii) approve the Internal Revenue Code Section 162(m) performance criteria and award limits; (iii) permit the use of shares withheld to satisfy tax obligations for future issuance under the 2007 Plan; (iv) extend the plan term by ten years from the date of shareholder approval; and (v) make other non-substantive changes.

 

Votes For		Votes Against		Abstain		Broker Non-Votes
20,590,743		2,106,518		3,814		1,431,940

With respect to Proposal 1, we note that approximately 23.4 percent of shareholders voted “WITHHOLD” for Robert P. McGrath. The Company believes that these votes were likely cast as a result of, and in accordance with, a report by Institutional Shareholder Services (“ISS”), which included a recommendation of a “WITHHOLD” vote for Mr. McGrath. This recommendation was based on ISS’s determination that Mr. McGrath was an “affiliated outside director” because he is the founder of the Company and formerly served as the Company’s Chief Executive Officer until March 2003. It is ISS’s policy that affiliated outsiders should not serve on the Company’s independent board committees. The Board of Directors has determined that Mr. McGrath is “independent” as defined in the listing standards of the NASDAQ Stock Market and the regulations of the SEC. The Company believes that Mr. McGrath contributes significant value as a member of the Audit and Corporate Governance and Nominating Committees and is unbiased in carrying out his responsibilities as a committee member.

---

SIGNATURE

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.

Date: June 12, 2012