--- schema_version: "secwatch.filing_event.v1" accession: "0001647088-26-000034" form_type: "8-K" ticker: "WSC" cik: "0001647088" company_name: "WillScot Holdings Corp" filed_at: "2026-06-08T20:09:03+00:00" generated_at: "2026-06-08T20:16:07.533683+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.4 confidence: "high" source: SEC EDGAR --- # WillScot annual meeting approves 2026 Incentive Award Plan, elects all directors ## Summary - Stockholders approved the 2026 Incentive Award Plan, authorizing 5,705,781 common shares (5,750,000 less 44,219 issued pre-meeting). - All nine director nominees elected with 99.9% to 94.7% of votes cast; broker non-votes of ~6.7M shares. - Say-on-pay advisory vote passed with 97.4% of votes cast; one-year frequency selected for future votes. - Ratification of Ernst & Young as independent auditor approved with 99.7% of votes cast. ## SEC filing metadata - accession: 0001647088-26-000034 - form_type: 8-K - ticker: WSC - cik: 0001647088 - company_name: WillScot Holdings Corp - filed_at: 2026-06-08T20:09:03+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.4 - confidence: high - sec_items: 5.02, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1647088/000164708826000034/0001647088-26-000034-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1647088/000164708826000034/wsc-20260605.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001647088-26-000034 - JSON: https://secwatch.observer/filing/0001647088-26-000034.json - Plain text: https://secwatch.observer/filing/0001647088-26-000034.txt ## Key facts - Shareholder Votes WillScot Holdings Corp shareholders approved Approval of the WillScot Holdings Corporation 2026 Incentive Award Plan. - Proposal: equity plan - Outcome: passed source text: Proposal 5: Approval of the WillScot Holdings Corporation 2026 Incentive Award Plan The stockholders approved the 2026 Plan. The results of the vote taken are as follows: For Against Abstain Broker Non-Vote 164,794,091 1,689,226 77,991 6,676,367 evidence_url: https://www.sec.gov/Archives/edgar/data/1647088/000164708826000034/0001647088-26-000034-index.htm - Shareholder Votes WillScot Holdings Corp shareholders approved Election of Directors. - Proposal: director election - Outcome: passed source text: Proposal 1: Election of Directors The stockholders voted for all nine of management’s nominees for election as directors to serve for a term that will expire at the 2027 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 Timothy D. Boswell 166,304,397 151,018 105,893 6,676,367 Erika T. Davis 163,808,457 2,676,285 76,566 6,676,367 Gerard E. Holthaus 158,017,733 8,483,965 59,610 6,676,367 Worthing F. Jackman 165,331,473 1,181,795 48,040 6,676,367 Natalia N. Johnson 165,817,765 672,354 71,189 6,676,367 Rebecca L. Owen 159,973,268 6,512,047 75,993 6,676,367 Jeff Sagansky 160,087,407 6,425,505 48,396 6,676,367 Michael W. Upchurch 163,103,459 3,393,971 63,878 6,676,367 Dominick Zarcone 166,291,633 210,549 59,126 6,676,367 evidence_url: https://www.sec.gov/Archives/edgar/data/1647088/000164708826000034/0001647088-26-000034-index.htm - Shareholder Votes WillScot Holdings Corp shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2026-12-31 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-12-31 source text: Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the vote taken are as follows: For Against Abstain 172,744,598 427,067 66,010 evidence_url: https://www.sec.gov/Archives/edgar/data/1647088/000164708826000034/0001647088-26-000034-index.htm - Shareholder Votes WillScot Holdings Corp shareholders approved Approval, by Advisory Vote, of the Compensation of the Company's Named Executive Officers. - Proposal: say on pay - Outcome: passed 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 Company's named executive officers. The results of the vote taken are as follows: For Against Abstain Broker Non-Vote 162,254,222 4,185,472 121,614 6,676,367 evidence_url: https://www.sec.gov/Archives/edgar/data/1647088/000164708826000034/0001647088-26-000034-index.htm - Shareholder Votes WillScot Holdings Corp shareholders approved Approval, by Advisory Vote, of the Frequency of Advisory Vote on the Compensation of the Company's Named Executive Officers. - Proposal: say on pay frequency - Outcome: passed source text: Proposal 4: Approval, by Advisory Vote, of the Frequency of Advisory Vote on the Compensation of the Company's Named Executive Officers The stockholders approved, on an advisory and non-binding basis, a one-year frequency of the future advisory votes on the compensation of the named executive officers. The results of the vote taken are as follows: 1 Year 2 Years 3 Years Abstain Broker Non-Vote 163,926,820 16,032 2,562,964 55,492 6,676,367 evidence_url: https://www.sec.gov/Archives/edgar/data/1647088/000164708826000034/0001647088-26-000034-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.