--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-23-050028" form_type: "8-K" ticker: "CTOS" cik: "0001709682" company_name: "Custom Truck One Source, Inc." filed_at: "2023-06-20T23:59:59+00:00" generated_at: "2026-06-13T21:26:53.676038+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # Custom Truck One Source: director resigns, CEO elected to board; charter amendment approved at annual meeting ## Summary - Director Bryan Kelln resigned effective June 15, 2023; CEO Ryan McMonagle elected Class C director on June 19, 2023. - Stockholders approved Third Amended and Restated Certificate of Incorporation, reflecting voting rights consistent with stockholders' agreement. - Four Class A directors elected: Paul Bader, Rahman D'Argenio, Mark D. Ein, David Glatt (all with 176M+ votes for). - Ernst & Young LLP ratified as independent auditor for FY2023 with 205.9M votes for. ## SEC filing metadata - accession: 0001213900-23-050028 - form_type: 8-K - ticker: CTOS - cik: 0001709682 - company_name: Custom Truck One Source, Inc. - filed_at: 2023-06-20T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 5.02, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1709682/000121390023050028/0001213900-23-050028-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1709682/000121390023050028/ea180627-8k_custom.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-23-050028 - JSON: https://secwatch.observer/filing/0001213900-23-050028.json - Plain text: https://secwatch.observer/filing/0001213900-23-050028.txt ## Key facts - Executive change Ryan McMonagle was elected as Class C Director at Custom Truck One Source, Inc.. - Action: elected - Role: Class C Director source text: On June 19, 2023, the Board elected Ryan McMonagle, the Chief Executive Officer of the Company, as a Class C Director, to serve until the Company’s 2025 annual meeting of stockholders and until his successor is duly elected and qualified or until his earlier death, resignation, disqualification or removal. evidence_url: https://www.sec.gov/Archives/edgar/data/1709682/000121390023050028/0001213900-23-050028-index.htm - Executive change Bryan Kelln resigned as Director at Custom Truck One Source, Inc.. - Action: resigned - Role: Director source text: On June 15, 2023, upon conclusion of the annual meeting of stockholders (the “Annual Meeting”) of Custom Truck One Source, Inc. (the “Company”), Bryan Kelln notified the Company of his decision to resign as a director from the Board of Directors of the Company (the “Board”), effective immediately. evidence_url: https://www.sec.gov/Archives/edgar/data/1709682/000121390023050028/0001213900-23-050028-index.htm - Governance Changes Custom Truck One Source, Inc.: Stockholders approved amendment and restatement of the Restated Certificate of Incorporation to reflect director voting rights consistent with the Stockholders' Agreement and provide flexibility for the Board to change its size or composition (effective 2023-06-15). - Change: charter amendment - Effective: 2023-06-15 source text: On June 15, 2023, at the Annual Meeting, the Company’s stockholders approved the amendment and restatement of the Restated Certificate of Incorporation of the Company to reflect director voting rights consistent with the Company’s Amended and Restated Stockholders’ Agreement, which also provides greater flexibility for the Board to change its size or composition without impacting the voting control of Platinum Equity Advisors, LLC’s (“Platinum”) director designees in certain circumstances (as amended and restated, the “Third Amended and Restated Certificate of Incorporation”). The Third Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware and became effective on June 15, 2023 evidence_url: https://www.sec.gov/Archives/edgar/data/1709682/000121390023050028/0001213900-23-050028-index.htm - Shareholder Votes Custom Truck One Source, Inc. shareholders approved Approval of the Third Amended and Restated Certificate of Incorporation. at the 2023-06-15 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-15 source text: Proposal Two: To approve the Third Amended and Restated Certificate of Incorporation. evidence_url: https://www.sec.gov/Archives/edgar/data/1709682/000121390023050028/0001213900-23-050028-index.htm - Shareholder Votes Custom Truck One Source, Inc. shareholders approved Election of four Class A directors to serve until the 2026 annual meeting. at the 2023-06-15 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-15 source text: Proposal One: To elect four Class A directors to serve until the 2026 annual meeting of stockholders and until their successors are duly elected and qualified. evidence_url: https://www.sec.gov/Archives/edgar/data/1709682/000121390023050028/0001213900-23-050028-index.htm - Shareholder Votes Custom Truck One Source, Inc. shareholders approved Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2023. at the 2023-06-15 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-15 source text: Proposal Three: To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1709682/000121390023050028/0001213900-23-050028-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.