Enhanced Investments - Financial Portal

Published: 2022-05-05 16:40:30 ET

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8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 5, 2022

UNITED RENTALS, INC.

UNITED RENTALS (NORTH AMERICA), INC.

(Exact name of registrant as specified in its charter)


Delaware	001-14387	06-1522496
Delaware	001-13663	86-0933835
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


100 First Stamford Place, Suite 700
Stamford, Connecticut		06902
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (203) 622-3131

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form

8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule

12b-2

of the Securities Exchange Act of 1934

(§240.12b-2

of this chapter):

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	URI	NYSE

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amended and Restated

By-Laws

Effective as of May 5, 2022, the Board of Directors of the Company (the “Board”) amended and restated the Company’s

By-Laws

to lower the share ownership threshold on the ability of stockholders to call a special meeting of stockholders from 25% to 15%.

The foregoing description of the amendments to the Company’s

By-Laws

is qualified in all respects by reference to the text of the Company’s Second Amended and Restated

By-Laws,

a copy of which is filed as Exhibit 3.1 to this Current Report on Form

8-K

and incorporated herein by reference.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On May 5, 2022, the Company held its Annual Meeting at which the stockholders voted: (i) upon the election of José B. Alvarez, Marc A. Bruno, Larry D. De Shon, Matthew J. Flannery, Bobby J. Griffin, Kim Harris Jones, Terri L. Kelly, Michael J. Kneeland, Gracia C. Martore and Shiv Singh to the Board for

one-year

terms; (ii) upon the ratification of the appointment of Ernst & Young LLP as the Company’s public accounting firm for the fiscal year ending December 31, 2022; (iii) on an advisory

(non-binding)

basis to approve the compensation of the Company’s named executive officers; (iv) on a Company proposal for special shareholder meeting improvement (amend

By-Laws

to reduce threshold to 15%); and (v) on a stockholder proposal for special shareholder meeting improvement.

The stockholders elected all ten directors, approved the ratification of the appointment of Ernst & Young LLP, approved (on a

non-binding

basis) the compensation of the Company’s named executive officers, accepted the Company’s proposal for special shareholder meeting improvement (amend

By-Laws

to reduce threshold to 15%) and rejected a stockholder proposal for special shareholder meeting improvement.

The final voting results for each of the matters submitted to a vote of stockholders at the 2022 annual meeting are set forth below:

Proposal 1. Election of Directors.


Nominee	For		Against		Abstain		Broker Non-Votes
José B. Alvarez		55,974,419		2,364,477		36,945		4,511,566
Marc A. Bruno		57,599,516		738,636		37,689		4,511,566
Larry D. De Shon		58,217,815		119,053		38,973		4,511,566
Matthew J. Flannery		57,880,933		451,202		43,706		4,511,566
Bobby J. Griffin		54,553,118		3,775,052		47,671		4,511,566
Kim Harris Jones		57,508,491		832,231		35,119		4,511,566
Terri L. Kelly		57,686,906		654,042		34,893		4,511,566
Michael J. Kneeland		56,820,521		1,374,916		180,404		4,511,566
Gracia C. Martore		54,893,558		3,439,057		43,226		4,511,566
Shiv Singh		57,551,771		785,790		38,280		4,511,566

Proposal 2. Ratification of Appointment of Public Account Firm.


For	Against	Abstain	Broker Non-Votes
59,914,423	2,933,082	39,902	*

*	Not applicable.

Proposal 3. Advisory Approval of Executive Compensation.


For	Against	Abstain	Broker Non-Votes
53,802,107	4,503,808	69,926	4,511,566

Proposal 4. Company Proposal for Special Shareholder Meeting Improvement (Amend

By-Laws

to Reduce Threshold to 15%)


For	Against	Abstain	Broker Non-Votes
55,920,668	2,395,357	59,816	4,511,566

Proposal 5. Stockholder Proposal for Special Shareholder Meeting Improvement.


For	Against	Abstain	Broker Non-Votes
20,275,380	37,981,776	118,685	4,511,566

Item 9.01

Financial Statements and Exhibits.


3.1		Second Amended and Restated By-Laws of United Rentals, Inc.

104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 5, 2022


UNITED RENTALS, INC.

By:		/s/ Joli L. Gross
		Name: Joli L. Gross
		Title: Senior Vice President, General Counsel and Corporate Secretary

UNITED RENTALS (NORTH AMERICA), INC.

By:		/s/ Joli L. Gross
		Name: Joli L. Gross
		Title: Senior Vice President, General Counsel and Corporate Secretary

Enhanced Investments, Inc.
329 South Oyster Bay Road #2085
Plainview, NY 11803
team@eninvs.com

Important disclosures

Performance results were prepared by Enhanced Investments, and have not been compiled, reviewed or audited by an independent accountant. Performance estimates are subject to future adjustment and revision. Investors should be aware that a loss of investment is possible. Account holdings are for illustrative purposes only and are not investment recommendations. Additional information, including (i) the calculation methodology; and (ii) a list showing the contribution of each holding to the portfolio’s performance during the time period will be provided upon request.
All statements made via social media sites sponsored or maintained by Enhanced Investments and its affiliates are for informational purposes only and do not constitute a comprehensive description of Enhanced Investments' investment advisory services.
Certain investments are not suitable for all investors. Before investing, consider your investment objectives and applicable fees. The rate of return on investments can vary widely over time, especially for long term investments. Investment losses are possible, including the potential loss of all amounts invested. Information provided by Enhanced Investments is for informational and general educational purposes only and is not investment or financial advice.

Nothing on this website should be considered an offer, solicitation of an offer, or advice to buy or sell securities.
Past performance is no guarantee of future results. Any historical returns, expected returns [or probability projections] are hypothetical in nature and may not reflect actual future performance.
All the strategies assume investments in equity invstrumenta only and are more relevant for "agressive investment profile". Eastern European flagship strategy assumes using up to 20% leverage of total portfolio. GlobalCommodities and US Growth strategy currently assume no leverage.
Results for the Enhanced Investments strategies as compared to the performance of Illustrative Benchmarks is for informational purposes only. Our investment program does not mirror that of the Illustrative Benchmarks and the volatility may be materially different from the volatility of Illustrative Benchmarks. Reference or comparison to an Illustrative Benchmark does not imply that strategies of Enhanced Investments will be constructed in the same way as the Illustrative Benchmark or achieve returns, volatility, or other results similar to those of the Illustrative Benchmark. The S&P 500 is an unmanaged market capitalization-weighted index of 500 common stocks chosen for market size, liquidity, and industry group representation to represent U.S. equity performance.
Performance results were prepared by Enhanced Investments, and have not been compiled, reviewed or audited by an independent accountant. Performance estimates are subject to future adjustment and revision. Investors should be aware that a loss of investment is possible. Account holdings are for illustrative purposes only and are not investment recommendations. Additional information, including (i) the calculation methodology; and (ii) a list showing the contribution of each holding to the portfolio’s performance during the time period will be provided upon request.
All statements made via social media sites sponsored or maintained by Enhanced Investments and its affiliates are for informational purposes only and do not constitute a comprehensive description of Enhanced Investments' investment advisory services.
Certain investments are not suitable for all investors. Before investing, consider your investment objectives and applicable fees. The rate of return on investments can vary widely over time, especially for long term investments. Investment losses are possible, including the potential loss of all amounts invested. Information provided by Enhanced Investments is for informational and general educational purposes only and is not investment or financial advice.