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): July 2, 2018 (June 27, 2018)

 

 

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 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.  ☐

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 2, 2018, United Rentals, Inc. (the “Company”) announced that William B. Plummer will retire as the Company’s Executive Vice President and Chief Financial Officer on October 12, 2018. Jessica T. Graziano, the Company’s Senior Vice President – Controller and principal accounting officer, will succeed Mr. Plummer and assume the role of Chief Financial Officer on such date. Mr. Plummer will continue to provide advisory and transition services to the Company through January 31, 2019, the date of his retirement from the Company.

Mr. Plummer will be eligible to receive retirement treatment in accordance with the preexisting terms of the award agreements applicable to certain outstanding equity awards, and the Compensation Committee of the Company’s Board of Directors also determined that 1,172 restricted stock units granted to Mr. Plummer on March 6, 2018 and 10,026 restricted stock units granted to him on March 7, 2016, which otherwise would have vested on March 6 and 7, 2019, respectively, subject to continued service, will become vested as of Mr. Plummer’s retirement date, subject to the other terms and conditions of the applicable award agreements.

Information with respect to Ms. Graziano required by Items 401(b) and 401(e) of Regulation S-K is contained in the Company’s Proxy Statement on Schedule 14A for its 2018 Annual Meeting of Shareholders, filed on March 27, 2018, and is incorporated by reference into this Current Report on Form 8-K. Ms. Graziano 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 Ms. Graziano and any other persons pursuant to which she was selected as an officer.

The Company will file an amendment to this Form 8-K to report any material plan, contract or amendment to which Ms. Graziano is a party that is entered into in connection with her appointment as Chief Financial Officer.

The foregoing summary of Mr. Plummer’s retirement arrangements does not purport to be complete and is qualified in its entirety by reference to the letter agreement with Mr. Plummer, which is filed herewith as Exhibit 10.1, and incorporated by reference herein in its entirety. A copy of the Company’s press release relating to Mr. Plummer’s retirement and Ms. Graziano’s appointment 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

 

Exhibit

No.

  

Description

10.1    Letter Agreement with William B. Plummer
99.1    Press Release of United Rentals, Inc.*

 

* Furnished herewith

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: July 2, 2018

 

UNITED RENTALS, INC.
By:  

/s/ Craig Pintoff

  Name:   Craig Pintoff
  Title:   Executive Vice President – Chief Administrative and Legal Officer

 

UNITED RENTALS (NORTH AMERICA), INC.
By:  

/s/ Craig Pintoff

  Name:   Craig Pintoff
  Title:   Executive Vice President – Chief Administrative and Legal Officer

Exhibit 10.1

[United Rentals, Inc. Letterhead]

June 27, 2018

William B. Plummer

[ Address removed ]

Dear Bill:

The purpose of this letter is to confirm our mutual understanding and agreement regarding your retirement from United Rentals, Inc. (the “ Company ”).

Retirement and Transition

You will continue to serve as the Company’s Chief Financial Officer through October 12, 2018. You will be actively employed and provide transition services to the Company in connection with the transfer of your responsibilities through January 31, 2019 (the “ Retirement Date ”), upon which date you will retire from the Company and your employment will cease.

You acknowledge and agree that your retirement and transition, as contemplated in this letter, does not constitute “Good Reason” under your employment agreement with the Company, dated as of December 1, 2008 and as amended effective December 1, 2008, December 30, 2008, December 22, 2011 and March 28, 2012 (your “ Employment Agreement ”).

Treatment of Certain Equity Awards

As of the Retirement Date, you will have met the age and service conditions required for “Retirement” under certain outstanding equity awards previously granted to you under the Company’s Second Amended and Restated 2010 Long Term Incentive Plan. The Compensation Committee of the Board of Directors (the “ Committee ”) has confirmed that if you remain an employee in good standing through the Retirement Date, the transition and retirement as set forth in this letter will be deemed to satisfy the retirement notice requirement under Section 8 in the applicable award agreements. Accordingly, from and after the Retirement Date, the equity awards described below will be treated as follows:

Restricted Stock Units . The 2,506 unvested restricted stock units (“ RSUs ”) granted to you on March 7, 2016 will continue to vest in accordance with their terms, and one common share will be issuable for each such RSU upon the vesting date, subject to applicable tax withholding requirements and the terms of the applicable award agreements.

The 2,466 unvested RSUs granted to you on March 6, 2017 and the 2,595 unvested RSUs granted to you on March 6, 2018 will vest upon the Retirement Date in accordance with their terms, and one common share will be issuable for each such RSU upon such date, subject to applicable tax withholding requirements and the terms of the applicable award agreements.

The Committee has further agreed that (1) the 10,026 unvested RSUs granted to you on March 7, 2016 and (2) the first tranche of 1,172 unvested RSUs granted to you on March 6, 2018 (representing one-third of the 3,514 retention RSUs granted to you on such date) will vest upon the Retirement Date, notwithstanding that the terms of these grants do not otherwise contemplate vesting upon retirement. On the Retirement Date, one common share will be issuable for each such RSU, subject to applicable tax withholding requirements and the terms of the applicable award agreements.

Performance-Based Restricted Stock Units . The 5,848 unvested performance-based restricted stock units (“ PRSUs ”) granted to you on March 7, 2016, the 5,753 unvested PRSUs granted to you on March 6, 2017 and the 6,055 unvested PRSUs granted to you on March 6, 2018 will continue to vest and be earned based on actual performance in accordance with their terms, and one common share will be issuable for each such earned PRSU upon the vesting date(s), subject to applicable tax withholding requirements and the terms of the applicable award agreements.

Other than to the extent modified by this letter, the terms of your RSU and PRSU agreements remain in full force and effect, including your continued compliance with any material obligations contained in your Employment Agreement (including, but not limited to, the restrictive covenants and confidentiality obligations contained therein). Any outstanding equity awards not described above will be forfeited upon your Retirement Date pursuant to their terms. For the avoidance of doubt, if your employment is terminated by the Company or you resign your employment prior to the Retirement Date, the treatment of your equity awards described herein shall not apply.

This letter is intended to comply with, or be exempt from, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (together with the applicable regulations thereunder, “ Section  409A ”). If necessary to comply with the restriction in Section 409A concerning payments to “specified employees” (as defined in Section 409A), any payment that constitutes nonqualified deferred compensation and would otherwise be due hereunder within six months after the Retirement Date will nonetheless be delayed until the first business day of the seventh month following the Retirement Date.

Please acknowledge your agreement with the terms of this letter and return it to me as soon as possible. This letter may be executed in counterparts, each of which will be deemed an original, and such counterparts will constitute one and the same instrument.

We wish you the best and thank you for your many years of exemplary leadership and contributions to the Company’s success.

 

Sincerely,

 

U NITED R ENTALS , I NC .

/s/ Craig Pintoff

By: Craig Pintoff

EVP, Chief Administrative and Legal Officer

 

Acknowledged and agreed:

/s/ William B. Plummer

William B. Plummer
Date:   June 27, 2018

 

-2-

Exhibit 99.1

 

LOGO

United Rentals, Inc.

100 First Stamford Place

Suite 700

Stamford, CT 06902

Telephone: 203 622 3131

Fax: 203 622 6080

www.unitedrentals.com

William Plummer to Retire as Chief Financial Officer of United Rentals

Jessica Graziano, Senior Vice President – Controller and Principal Accounting

Officer, to assume role of CFO in October 2018

STAMFORD, Conn. – July  2, 2018 – United Rentals, Inc. (NYSE: URI) today announced that William Plummer will retire as executive vice president and chief financial officer on October 12, 2018. Mr. Plummer is the company’s longest-serving CFO, having joined United Rentals in 2008. He will remain with United Rentals until January 31, 2019, in an advisory capacity.

The United Rentals board of directors has appointed Jessica Graziano as chief financial officer, effective October 12. Ms. Graziano joined United Rentals in December 2014 as controller and principal accounting officer and was promoted to her current role in March 2017. In this role, she works closely with the senior leadership team and oversees the company’s accounting, financial planning and analysis and insurance departments. Ms. Graziano has more than two decades of financial management experience, previously serving as senior vice president, principal financial officer, chief accounting officer and corporate controller for Revlon Inc. Earlier, she held senior financial positions with UST Inc. (now Altria Group), Sturm, Ruger & Company Inc. and KPMG LLP.

Michael Kneeland, chief executive officer of United Rentals, said, “We deeply appreciate Bill’s extraordinary contributions to United Rentals over the last decade and the strong leadership he has provided. He will remain available to the executive team in an advisory capacity. On a personal note, I want to thank Bill for being an incredible partner in transforming our company and serving our shareholders. We all wish him the very best in his retirement from the company.”

During his tenure at United Rentals, Mr. Plummer brought his significant expertise to bear on behalf of the business. He has been instrumental in helping the company execute a strategy of strong organic growth and acquisitions, strengthening the company’s capital structure, and improving profitability and free cash flow that, combined, have created substantial shareholder value.

Mr. Plummer said, “It has been a privilege to provide financial leadership to United Rentals during a pivotal 10 years of growth. While I’m incredibly proud of the results we produced, I’m even more proud of the team that delivered those results, and I know they will continue to do so. Jessica and I have worked closely together for more than three years, and I’ve seen her strengths firsthand. I’m stepping down with the knowledge that, under her leadership, the company will continue its focus on balancing growth and returns.”

Mr. Plummer’s experience prior to United Rentals included positions as chief financial officer of Dow Jones & Company and treasurer of Alcoa, Inc. He is the recipient of numerous awards, including recognitions as one of America’s Best CFOs by Institutional Investor magazine, and one of the 100 Most Powerful Executives in Corporate America by Black Enterprise magazine. He serves on the boards of directors of John Wiley & Sons, Inc. and Global Payments, Inc.

About United Rentals

United Rentals, Inc. is the largest equipment rental company in the world. The company has an integrated network of 1,002 rental locations in 49 states and every Canadian province. The company’s approximately 15,000 employees serve construction and industrial customers, utilities, municipalities, homeowners and others. The company offers approximately 3,400 classes of equipment for rent with a total original cost of $11.39 billion. United Rentals is a member of the Standard & Poor’s 500 Index, the Barron’s 400 Index and the Russell 3000 Index ® and is headquartered in Stamford, Conn. Additional information about United Rentals is available at unitedrentals.com.

###

Contact:

Ted Grace

(203) 618-7122

Cell: (203) 399-8951

tgrace@ur.com