--- schema_version: "secwatch.filing_event.v1" accession: "0001364479-23-000050" form_type: "8-K" ticker: "HRI" cik: "0001364479" company_name: "HERC HOLDINGS INC" filed_at: "2023-05-15T23:59:59+00:00" generated_at: "2026-06-15T00:49:09.856773+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.15 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Herc Holdings amends bylaws and holds 2023 annual meeting ## Summary - Board amended bylaws to enhance stockholder nomination and proposal procedures, align with DGCL electronic meeting rules. - Seven directors elected: votes for ranged from 20.7M to 24.1M; no new directors added. - Advisory vote on executive compensation approved: 23.7M for, 2.0M against. - Frequency vote: 22.8M favored annual say-on-pay; company will hold annual advisory votes. - Ratification of PwC as auditor for 2023: 27.0M for, 107,554 against. ## SEC filing metadata - accession: 0001364479-23-000050 - form_type: 8-K - ticker: HRI - cik: 0001364479 - company_name: HERC HOLDINGS INC - filed_at: 2023-05-15T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.15 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1364479/000136447923000050/0001364479-23-000050-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1364479/000136447923000050/hri-20230511.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001364479-23-000050 - JSON: https://secwatch.observer/filing/0001364479-23-000050.json - Plain text: https://secwatch.observer/filing/0001364479-23-000050.txt ## Key facts - Governance Changes HERC HOLDINGS INC: Amended and restated By-Laws to enhance procedural mechanics for stockholder nominations and proposals, and to conform to Delaware law updates (effective 2023-05-11). - Change: bylaw amendment - Effective: 2023-05-11 source text: On May 11, 2023, the Board of Directors (the “Board”) of Herc Holdings Inc. (the “Company”) amended and restated the Company’s Amended and Restated By-Laws (as amended and restated, the “By-Laws”) which became effective immediately upon approval by the Board. The amendments to the By-Laws were made to enhance the procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of stockholder proposals (other than proposals to be included in the Company’s proxy statement pursuant to Rule 14a-8 under the Exchange Act) at stockholder meetings, including without limitation by (i) requiring a stockholder delivering a notice pursuant to the advance notice provisions of the By-Laws to comply with the requirements of Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and make related undertakings, including to provide reasonable evidence that the undertakings have been satisfied; and (ii) requiring additional background in evidence_url: https://www.sec.gov/Archives/edgar/data/1364479/000136447923000050/0001364479-23-000050-index.htm - Shareholder Votes HERC HOLDINGS INC shareholders approved Advisory Vote on Executive Compensation at the 2023-05-11 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-11 source text: 2. Advisory Vote on Executive Compensation . Stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, with the following vote: For Against Abstain Broker Non-Votes 23,668,166 2,013,679 39,493 1,443,230 evidence_url: https://www.sec.gov/Archives/edgar/data/1364479/000136447923000050/0001364479-23-000050-index.htm - Shareholder Votes HERC HOLDINGS INC shareholders approved Ratification of the Selection of Independent Public Accountants at the 2023-05-11 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-11 source text: 4. Ratification of the Selection of Independent Public Accountants . Stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2023, with the following vote: For Against Abstain Broker Non-Votes 27,032,576 107,554 24,438 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1364479/000136447923000050/0001364479-23-000050-index.htm - Shareholder Votes HERC HOLDINGS INC shareholders approved Election of Directors at the 2023-05-11 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-11 source text: 1. Election of Directors . The seven director nominees identified below were elected to serve for a one-year term expiring at the 2024 Annual Meeting of Stockholders. Voting results were as follows: For Against Abstain Broker Non-Votes Patrick D. Campbell 20,685,283 5,006,603 29,452 1,443,230 Lawrence H. Silber 24,036,570 1,663,617 21,151 1,443,230 James H. Browning 24,096,064 1,600,385 24,889 1,443,230 Shari L. Burgess 24,102,189 1,589,209 29,940 1,443,230 Jean K. Holley 23,045,341 2,646,053 29,944 1,443,230 Michael A. Kelly 22,944,811 2,746,492 30,035 1,443,230 Rakesh Sachdev 22,971,227 2,720,011 30,100 1,443,230 evidence_url: https://www.sec.gov/Archives/edgar/data/1364479/000136447923000050/0001364479-23-000050-index.htm - Shareholder Votes HERC HOLDINGS INC shareholders approved Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation at the 2023-05-11 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-11 source text: 3. Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation . Stockholders approved, on a non-binding advisory basis, the annual presentation of an advisory vote on named executive officer compensation, with the following vote: 1 Year 2 Years 3 Years Abstain Broker Non-Votes 22,843,388 97,787 1,232,324 1,547,839 1,443,230 evidence_url: https://www.sec.gov/Archives/edgar/data/1364479/000136447923000050/0001364479-23-000050-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.