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Published: 2021-08-11 16:29:19 ET
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8-K
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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): August 11, 2021
 
 
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 5.02
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
Effective August 11, 2021, the Board of Directors (the “Board”) of United Rentals, Inc. (the “Company”) approved increasing the size of the Board from eleven (11) directors to twelve (12) directors and appointing Larry Dean DeShon as an independent director of the Company to fill the vacancy.
As compensation for his service on the Board, Mr. De Shon will receive (i) annual retainer fees of $120,000 for serving as director; and (ii) an annual equity grant of $150,000 (which will
be pro-rated for
2021, his initial year of appointment) in fully vested restricted stock units, generally to be paid after three years (subject to acceleration in certain circumstances). Mr. De Shon also will be eligible to participate in a medical benefits program (comparable to that offered to our employees), at his own cost, and in the Company’s Deferred Compensation Plan for Directors, under which our
non-employee
directors may elect to defer receipt of the fees that would otherwise be payable to them. In accordance with the Company’s customary practice, the Company entered into an indemnification agreement with Mr. De Shon substantially in the form filed as Exhibit 10(a) to the Company’s Form
10-Q
filed on October 15, 2014.
Board committee appointments will be decided at a future date.
There are no arrangements or understandings between Mr. De Shon and any other persons pursuant to which he was selected as a director, and there are no transactions involving Mr. De Shon that are required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
 
Item 7.01
Regulation FD Disclosure.
A copy of the press release issued by the Company on August 11, 2021, which announces the appointment of Mr. De Shon, is attached hereto as Exhibit 99.1. The copy of the Company’s press release 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
 
99.1    Press Release of United Rentals, Inc.
   
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)
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: August 11, 2021
 
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