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): January 15, 2009
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UNITED RENTALS, INC. |
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UNITED RENTALS (NORTH AMERICA), INC. |
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(Exact Name of Registrant as Specified in Its Charter) |
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Delaware |
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001-14387 |
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06-1522496 |
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Delaware |
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001-13663 |
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06-1493538 |
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(State or Other Jurisdiction of |
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(Commission |
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(IRS Employer |
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Incorporation) |
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File Number) |
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Identification No.) |
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Five Greenwich Office Park
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06831 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (203) 622-3131
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 ( see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On January 15, 2009, at Michael J. Kneeland’s personal request, United Rentals, Inc. (the “Company”), with the approval of the compensation committee of its board of directors, entered into an amendment to Mr. Kneeland’s employment agreement as chief executive officer, lowering his base salary for 2009 by 20%. Mr. Kneeland explained to the committee that since he has asked employees to reduce costs and accept significant staff cuts, he believed that he should lead by example and share some of the economic burden through a reduction in his base salary. This week, Mr. Kneeland informed employees of further cost reductions, including a moratorium on merit increases for salaried employees and a reduction in the Company’s matching contributions to its employees’ retirement plans.
The amendment, effective retroactively from January 1, 2009, reduces Mr. Kneeland’s annual base salary to $600,000 for 2009. The reduction does not affect ancillary benefits, such as bonus targets and severance pay, which, if and to the extent any become applicable during the reduction period, would continue to reference his base salary level prior to the amendment.
The foregoing description of the amendment is qualified in its entirety by reference to the full text thereof, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
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Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
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Description |
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Exhibit 10.1 |
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First Amendment, dated January 15, 2009, to the Employment Agreement, dated as of August 22, 2008, between United Rentals, Inc. and Michael J. Kneeland |
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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.
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Date: January 15, 2009 |
UNITED RENTALS, INC. |
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By: |
/s/ Roger E. Schwed |
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Name: Roger E. Schwed |
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Title: General Counsel |
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UNITED RENTALS (NORTH AMERICA), INC. |
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By: |
/s/ Roger E. Schwed |
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Name: Roger E. Schwed |
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Title: General Counsel |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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Exhibit 10.1 |
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First Amendment, dated January 15, 2009, to the Employment Agreement, dated as of August 22, 2008, between United Rentals, Inc. and Michael J. Kneeland |
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Exhibit 10.1
FIRST
AMENDMENT TO THE
EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (“First Amendment”), between United Rentals, Inc. (the “Company”) and Michael J. Kneeland (“Executive”), is entered into on this 15th day of January, 2009.
RECITALS:
WHEREAS , the parties entered into an Employment Agreement on August 22, 2008 (the “Employment Agreement”);
WHEREAS , Executive has approached the Company and offered to voluntarily lower his Base Salary (as defined in the Employment Agreement) during calendar year 2009; and
WHEREAS , the Company desires to accept Executive’s offer with the understanding that all other provisions of the Employment Agreement shall remain unchanged.
NOW, THEREFORE , in consideration of the mutual covenants and agreements hereinafter set forth, the Company and Executive agree as follows:
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1. |
The following language is added to the end Section 3(a) of the Employment Agreement: |
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Notwithstanding the foregoing, during calendar year 2009, Base Salary shall be reduced from an annual rate of $750,000 to an annual rate of $600,000. Commencing on January 1, 2010, Base Salary shall revert to an annual rate of $750,000. Notwithstanding the two immediately preceding sentences, for purposes of Sections 3(b), 3(d), 4(a)(i), 4(a)(ii), 4(a)(iv), 4(a)(v), 4(d)(iii), 4(e)(iii), 7(c), and 7(d) of this Agreement, Base Salary shall continue to be defined as an annual rate of $750,000 during calendar year 2009. |
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2. |
For avoidance of doubt, the reduction of Base Salary pursuant to this First Amendment shall not constitute Good Reason under Section 4(f)(ii) of the Employment Agreement. |
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The terms and conditions of all other sections of the Employment Agreement shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF , the Company has caused this First Amendment to be duly executed on its behalf by an officer thereunto duly authorized and Executive has duly executed this First Amendment, all as of the date and year first written above.
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UNITED RENTALS, INC. |
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EXECUTIVE: |
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By: |
/s/ Roger E. Schwed |
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/s/ Michael J. Kneeland |
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Name: |
Roger E. Schwed |
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MICHAEL J. KNEELAND |
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Title: |
General Counsel |
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