secwatch / observer

8-K filed May 4, 2023, 7:59 PM ET CIK 0001047166

other material confidence high sentiment neutral materiality 0.30

United Rentals shareholders approve lowering written consent threshold from 25% to 15%

UNITED RENTALS NORTH AMERICA INC

Shareholders approved a charter amendment reducing the ownership threshold for requesting a record date for written consent from 25% to 15%.
All 11 director nominees were elected, including José B. Alvarez, Marc A. Bruno, and Larry D. De Shon.
Ratification of Ernst & Young as independent auditor for FY2023 passed with 59.9M votes for.
Advisory vote on executive compensation approved; shareholders chose to hold the vote annually.
A stockholder proposal on written consent was rejected (19.6M for, 38.8M against).

item 5.03 item 5.07 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

UNITED RENTALS NORTH AMERICA INC: Amended the Fifth Amended and Restated Certificate of Incorporation to reduce the share ownership threshold to request a record date in connection with a stockholder written consent from 25% to 15% (effective 2023-05-04).

Change: charter amendment
Effective: 2023-05-04

Exact text from the filing

The amendments to the Fifth Amended and Restated Certificate of Incorporation became effective upon the filing of a Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on May 4, 2023.

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.95

UNITED RENTALS NORTH AMERICA INC shareholders rejected Stockholder Proposal to Improve Shareholder Written Consent at the 2023-05-04 meeting.

Outcome: failed
Meeting: 2023-05-04

Exact text from the filing

Proposal 6. Stockholder Proposal to Improve Shareholder Written Consent. For Against Abstain Broker Non-Votes 19,609,458 38,795,895 222,736 4,092,895

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.95

UNITED RENTALS NORTH AMERICA INC shareholders approved Company Proposal to Improve Shareholder Written Consent (Amend Fifth Amended and Restated Certificate of Incorporation to Reduce Share Ownership Threshold to request a record date in connection with a stockholder written consent from 25% to 15%) at the 2023-05-04 meeting.

Proposal: charter amendment
Outcome: passed
Meeting: 2023-05-04

Exact text from the filing

Proposal 5. Company Proposal to Improve Shareholder Written Consent (Amend Fifth Amended and Restated Certificate of Incorporation to Reduce Share Ownership Threshold to request a record date in connection with a stockholder written consent from 25% to 15%). For Against Abstain Broker Non-Votes 57,221,342 648,846 757,901 4,092,895

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.95

UNITED RENTALS NORTH AMERICA INC shareholders approved Election of Directors at the 2023-05-04 meeting.

Proposal: director election
Outcome: passed
Meeting: 2023-05-04

Exact text from the filing

Proposal 1. Election of Directors. Nominee For Against Abstain Broker Non-Votes José B. Alvarez 50,323,834 8,256,910 47,345 4,092,895 Marc A. Bruno 55,972,103 2,620,234 35,752 4,092,895 Larry D. De Shon 56,019,194 2,571,500 37,395 4,092,895 Matthew J. Flannery 58,040,943 552,852 34,294 4,092,895 Bobby J. Griffin 55,014,889 3,578,275 34,925 4,092,895 Kim Harris Jones 57,819,931 776,091 32,067 4,092,895 Terri L. Kelly 56,365,548 2,230,284 32,257 4,092,895 Michael J. Kneeland 57,175,767 1,417,107 35,215 4,092,895 Francisco J. Lopez-Balboa 58,173,666 419,625 34,798 4,092,895 Gracia C. Martore 57,417,451 1,178,620 32,018 4,092,895 Shiv Singh 56,018,193 2,574,087 35,809 4,092,895

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.95

UNITED RENTALS NORTH AMERICA INC shareholders approved Advisory (non-binding) approval of the compensation of the Company’s named executive officers at the 2023-05-04 meeting.

Proposal: say on pay
Outcome: passed
Meeting: 2023-05-04

Exact text from the filing

Proposal 3. Advisory Approval of Executive Compensation. For Against Abstain Broker Non-Votes 54,787,942 3,769,988 70,159 4,092,895

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.95

UNITED RENTALS NORTH AMERICA INC shareholders approved Ratification of Appointment of Ernst & Young LLP as the Company’s public accounting firm for the fiscal year ending December 31, 2023 at the 2023-05-04 meeting.

Proposal: auditor ratification
Outcome: passed
Meeting: 2023-05-04

Exact text from the filing

Proposal 2. Ratification of Appointment of Public Accounting Firm. For Against Abstain Broker Non-Votes 59,853,510 2,828,777 38,697 * * Not applicable.

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.95

UNITED RENTALS NORTH AMERICA INC shareholders approved Advisory Vote on Frequency of Executive Compensation Vote at the 2023-05-04 meeting.

Proposal: say on pay frequency
Outcome: passed
Meeting: 2023-05-04

Exact text from the filing

Proposal 4. Advisory Vote on Frequency of Executive Compensation Vote. Every Year Every 2 Years Every 3 Years Abstain Broker Non-Votes 57,126,756 82,792 1,378,597 39,944 4,092,895

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Source: SEC EDGAR

accession 0000950170-23-017888

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