Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 7, 2022, United Rentals, Inc. (the “Company”) announced that William (Ted) Grace, the Company’s interim Chief Financial Officer, assumed the role of Chief Financial Officer effective November 3, 2022.
Mr. Grace, 50, joined United Rentals in 2016 as Vice President and Head of Investor Relations and has served as the Company’s interim Chief Financial Officer since July 29, 2022. Mr. Grace does not have any family relationships with any of the Company’s directors or executive officers and is not party to any transactions listed in Item 404(a) of Regulation
S-K.
There are no arrangements or understandings between Mr. Grace and any other persons pursuant to which he was selected as an officer.
On July 20, 2022, the Company entered into an employment agreement with Mr. Grace, effective as of July 29, 2022 (the “Employment Agreement”), which is described in, and filed as Exhibit 10.1 to, the Company’s
Form 8-K/A
filed on July 22, 2022. In connection with Mr. Grace’s appointment as Chief Financial Officer, the Company and Mr. Grace entered into an amendment to the Employment Agreement, effective as of November 3, 2022, to update the definition of “good reason,” which previously referred only to his role as interim Chief Financial Officer, to generally cover Mr. Grace’s removal from the position of Chief Financial Officer other than due to his resignation or for Cause (as defined in the Employment Agreement), a decrease in his base salary, a material breach of the Employment Agreement, relocation of Mr. Grace’s job site more than 25 miles from Stamford, Connecticut, material diminution of his duties or responsibilities or failure to obtain the express written assumption of the Employment Agreement by a successor to the Company.
The Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) has approved an annual base salary rate of $590,000 for Mr. Grace and a bonus target of 90% of base salary, effective as of November 3, 2022 and continuing for the period of time that Mr. Grace serves as Chief Financial Officer. His target bonus will be calculated using base salaries and bonus target percentages for the year, on a prorated basis, considering the effective date of changes during the year. In addition, Mr. Grace will continue to be eligible to participate in the benefit plans and programs generally provided by the Company to its executives.
In recognition of Mr. Grace’s expanded role as Chief Financial Officer, the Compensation Committee approved
a one-time
grant of restricted stock units (the “RSUs”) to be granted on November 3, 2022 under the Company’s 2019 Long Term Incentive Plan having an aggregate grant date fair value of $500,000. The RSUs will cliff vest on the third anniversary of such grant, subject to continued employment through such date.
A copy of the Company’s press release relating to the executive transition is being furnished as Exhibit 99.1 to this Current Report on Form
8-K.
Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
