---
schema_version: "secwatch.filing_event.v1"
accession: "0001647088-23-000032"
form_type: "8-K"
ticker: "WSC"
cik: "0001647088"
company_name: "WillScot Holdings Corp"
filed_at: "2023-06-02T23:59:59+00:00"
generated_at: "2026-06-14T08:18:21.372648+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.15
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# WillScot Mobile Mini stockholders elect all eight director nominees, ratify auditor, approve say-on-pay

## Summary
- All eight management director nominees elected with 95-99% of votes cast (excluding broker non-votes).
- Ernst & Young ratified as independent auditor for FY2023 with 190,499,776 votes for, 32,928 against.
- Advisory vote on executive compensation approved with 179,510,457 for, 4,089,207 against.
- Annual meeting held June 2, 2023; results filed under Item 5.07.

## SEC filing metadata
- accession: 0001647088-23-000032
- form_type: 8-K
- ticker: WSC
- cik: 0001647088
- company_name: WillScot Holdings Corp
- filed_at: 2023-06-02T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.15
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1647088/000164708823000032/0001647088-23-000032-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1647088/000164708823000032/wsc-20230602.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001647088-23-000032
- JSON: https://secwatch.observer/filing/0001647088-23-000032.json
- Plain text: https://secwatch.observer/filing/0001647088-23-000032.txt

## Key facts
- Shareholder Votes
  WillScot Holdings Corp shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2023-06-02 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-02
  source text: Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm The stockholders ratified the selection, by the Audit Committee of the Board, of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The results of the vote taken are as follows: For Against Abstain Broker Non-Vote 190,499,776 32,928 543,916 —
  evidence_url: https://www.sec.gov/Archives/edgar/data/1647088/000164708823000032/0001647088-23-000032-index.htm
- Shareholder Votes
  WillScot Holdings Corp shareholders approved Approval, by Advisory Vote, of the Compensation of the Company’s Named Executive Officers at the 2023-06-02 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-06-02
  source text: Proposal 3: Approval, by Advisory Vote, of the Compensation of the Company’s Named Executive Officers The stockholders approved, on an advisory and non-binding basis, the compensation of the named executive officers of the Company. The results of the vote taken are as follows: For Against Abstain Broker Non-Vote 179,510,457 4,089,207 577,003 6,899,953
  evidence_url: https://www.sec.gov/Archives/edgar/data/1647088/000164708823000032/0001647088-23-000032-index.htm
- Shareholder Votes
  WillScot Holdings Corp shareholders approved Election of Directors at the 2023-06-02 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-02
  source text: Proposal 1: Election of Directors The stockholders voted for all eight of management’s nominees for election as directors to serve for a term that shall expire at the 2024 annual meeting of stockholders or until their successors are elected and qualified. The results of the vote taken are as follows: Nominee For Against Abstain Broker Non-Vote Mark S. Bartlett 177,177,113 6,432,619 566,935 6,899,953 Erika T. Davis 182,587,678 1,023,033 565,956 6,899,953 Gerard E. Holthaus 174,665,667 8,944,291 566,709 6,899,953 Erik Olsson 179,083,354 4,526,426 566,887 6,899,953 Rebecca L. Owen 180,713,756 2,897,067 565,844 6,899,953 Jeff Sagansky 180,301,448 3,308,416 566,803 6,899,953 Bradley L. Soultz 182,907,073 703,051 566,543 6,899,953 Michael W. Upchurch 182,939,104 670,626 566,937 6,899,953
  evidence_url: https://www.sec.gov/Archives/edgar/data/1647088/000164708823000032/0001647088-23-000032-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.