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 8, 2019

 

 

UNITED RENTALS, INC.

UNITED RENTALS (NORTH AMERICA), INC.

(Exact name of registrant as specified in its charter)

 

Delaware

Delaware

 

001-14387

001-13663

 

06-1522496

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.  ☐  

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, $.01 par value, of

United Rentals, Inc.

  URI   New York Stock Exchange

 

 

 

Item 5.02.

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

On May 8, 2019, United Rentals, Inc. (the “Company”) announced the appointments of Paul McDonnell as the Company’s Chief Commercial Officer and Dale Asplund as the Company’s Chief Operating Officer, in each case effective immediately.

Mr. McDonnell, age 53, joined the Company in 1999 as a district manager, followed by his appointment as region vice president. In 2008, Mr. McDonnell was named Senior Vice President—Specialty Operations of the Company and in 2016 his role expanded to include the combined responsibilities of sales and specialty operations. In January 2017, Mr. McDonnell was promoted to Senior Vice President—Sales and Specialty Operations. Most recently, Mr. McDonnell served as the Company’s Executive Vice President—Sales and Specialty Operations after his promotion to such role in November 2018.

Mr. Asplund, age 51, has served in senior positions with the Company since joining in 1998, including strategic leadership roles in supply chain operations, fleet management, shared serviced and acquisition integration. In 2011, Mr. Asplund was appointed Senior Vice President—Business Services and in April 2012 was promoted to Senior Vice President—Business Services and Chief Information Officer. Since January 2017, Mr. Asplund has served as the Company’s Executive Vice President—Business Services and Chief Information Officer. Prior to joining the Company in 1999, Mr. Asplund worked for United Waste Systems, Inc. as a divisional manager.

In connection with the appointments, the Company has awarded each of Mr. McDonnell and Mr. Asplund a one-time grant of restricted stock units in the amount of $500,000 under the Company’s 2019 Long Term Incentive Plan, which will cliff vest on the third anniversary of such grant, subject to continued employment through such date.

Neither Mr. McDonnell nor Mr. Asplund has any family relationships with any of the Company’s directors or executive officers and neither is a party to any transactions listed in Item 404(a) of Regulation S-K.

A copy of the Company’s related 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 5.07.

Submission of Matters to a Vote of Security Holders.

On May 8, 2019, the Company held its annual meeting of stockholders at which the stockholders voted: (i) upon the elections of José B. Alvarez, Marc A. Bruno, Matthew J. Flannery, Bobby J. Griffin, Kim Harris Jones, Terri L. Kelly, Michael J. Kneeland, Gracia C. Martore, Jason D. Papastavrou, Filippo Passerini, Donald C. Roof 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, 2019; (iii) on an advisory (non-binding) basis to approve the compensation of the Company’s named executive officers; (iv) upon the Company’s 2019 Long Term Incentive Plan; and (v) on an advisory (non-binding) basis on a stockholder proposal on right to act by written consent.

The stockholders elected all twelve 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, approved the Company’s 2019 Long Term Incentive Plan and approved (on a non-binding basis) a stockholder proposal on right to act by written consent.

The final voting results for each of the matters submitted to a vote of stockholders at the 2019 annual meeting are set forth below:

Proposal 1. Election of Directors.

 

Nominee

 

For

 

Against

 

Abstain

 

Broker Non-Votes

José B. Alvarez

  59,230,064         245,729   62,052   9,049,540

Marc A. Bruno

  58,981,306         492,716   63,823   9,049,540

Matthew J. Flannery

  59,388,447           86,689   62,709   9,049,540

Bobby J. Griffin

  58,994,534         479,340   63,971   9,049,540

Kim Harris Jones

  59,124,458         352,083   61,304   9,049,540

Terri L. Kelly

  59,128,571         348,763   60,511   9,049,540

Michael J. Kneeland

  57,997,100       1,478,719   62,026   9,049,540

Gracia C. Martore

  58,940,777         506,313   90,755   9,049,540

Jason D. Papastavrou

  57,393,546       2,081,553   62,746   9,049,540

Filippo Passerini

  58,565,547         911,637   60,661   9,049,540

Donald C. Roof

  57,936,574       1,537,605   63,666   9,049,540

Shiv Singh

  59,370,711         107,410   59,724   9,049,540

Proposal 2. Ratification of Appointment of Public Account Firm.

 

For

 

Against

 

Abstain

  

Broker Non-Votes

66,449,352   2,028,374   109,659    *

 

* Not applicable.

Proposal 3.    Advisory Approval of Executive Compensation.

 

For

 

Against

 

Abstain

  

Broker Non-Votes

53,344,929   6,066,368   126,548    9,049,540

Proposal 4.    Approval of the 2019 Long Term Incentive Plan.

 

For

 

Against

 

Abstain

  

Broker Non-Votes

56,057,958   3,337,091   142,796    9,049,540

Proposal 5.    Stockholder Proposal on Right to Act by Written Consent.

 

For

 

Against

 

Abstain

  

Broker Non-Votes

29,857,119   29,389,843   290,883    9,049,540

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.

  

Description

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: May 8, 2019

 

UNITED RENTALS, INC.
By:   /s/ Craig A Pintoff
  Name:   Craig A. Pintoff
  Title:   Executive Vice President, Chief
    Administrative and Legal Officer
UNITED RENTALS (NORTH AMERICA), INC.
By:   /s/ Craig A Pintoff
  Name:   Craig A. Pintoff
  Title:   Executive Vice President, Chief
    Administrative and Legal Officer

 

 

 

 

 

 

 

Exhibit 99.1

 

LOGO

United Rentals, Inc.

100 First Stamford Place

Suite 700

Stamford, CT 06902

Telephone: 203 622 3131

Fax: 203 622 6080

unitedrentals.com

Matthew Flannery, New Chief Executive Officer of United Rentals,

Appoints Leadership Team

STAMFORD, Conn. – May  8, 2019 – United Rentals, Inc. (NYSE: URI), the world’s largest equipment rental company, today announced that its president and chief executive officer, Matthew Flannery, has finalized his executive leadership team. Mr. Flannery succeeded Michael Kneeland as CEO on May 8, 2019, at which time Mr. Kneeland became chairman of the board.

Two 20-year leaders of United Rentals have been promoted to new roles on the executive team, effective immediately:

Paul McDonnell, Chief Commercial Officer. Mr. McDonnell will lead the company’s specialty rental operations domestically and abroad, with company-wide responsibility for sales, marketing and digital commerce. Mr. McDonnell’s tenure with United Rentals began in district management in 1999, followed by his appointment as region vice president. In 2008, he was named senior vice president, specialty operations and oversaw the strategic expansion of the company’s specialty footprint to more than 340 locations. Most recently, he served as executive vice president, sales and specialty operations.

Dale Asplund, Chief Operating Officer. Mr. Asplund will lead the company’s general rentals segment, with company-wide responsibility for safety and operational excellence. In addition, he will continue to lead the company’s functional organizations for information technology, corporate fleet management and procurement. Mr. Asplund has served in senior positions with United Rentals since joining the company in 1998, including strategic leadership roles in supply chain operations, fleet management, shared services and acquisition integration. Most recently, he served as executive vice president, business services and chief information officer.

Also continuing to serve on the executive leadership team are Craig Pintoff, chief administrative and legal officer, and Jessica Graziano, chief financial officer.

“Our company has benefitted from the seasoned leadership of Paul and Dale for the past two decades,” said Matthew Flannery, chief executive officer of United Rentals. “Their new roles underscore the deep bench strength we have within United Rentals, as well as the continuity we’ve achieved with our succession plan. I look forward to working with our executive team and board of directors – and most of all, with our employees – as we write the next chapter of our growth.”

About United Rentals

United Rentals, Inc. is the largest equipment rental company in the world. The company has an integrated network of 1,165 rental locations in North America and 11 in Europe. In North America, the company operates in 49 states and every Canadian province. The company’s approximately 18,600 employees serve construction and industrial customers, utilities, municipalities, homeowners and others. The company offers approximately 4,000 classes of equipment for rent with a total original cost of $14.09 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.

 

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Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. Forward-looking statements involve significant risks and uncertainties that may cause results to differ materially from those set forth in the statements. These statements are based on current plans, estimates and projections, and, therefore, you should not place undue reliance on them. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. United Rentals undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about the business and future financial results of the equipment rental industries, and other legal, regulatory and economic developments. We use words such as “anticipates,” “believes,” “plans,” “expects,” “projects,” “future,” “intends,” “may,” “will,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “opportunity,” “guidance” and similar expressions to identify these forward-looking statements that are intended to be covered by the safe harbor provisions of the PSLRA. Actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including, but not limited to: (1) the possibility that our business may suffer as a result of uncertainty surrounding the transition, (2) potential adverse effects on our ability to maintain relationships with customers, employees and suppliers, (3) the inherent risk associated with the planned change in leadership, and (4) other risks and uncertainties described in the “Risk Factors” section of United Rentals’ Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC. United Rentals gives no assurance that it will achieve its expectations and does not assume any responsibility for the accuracy and completeness of the forward-looking statements.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect United Rentals described in the “Risk Factors” section of documents filed from time to time with the SEC. All forward-looking statements included in this document are based upon information available to United Rentals on the date hereof; and United Rentals assumes no obligations to update or revise any such forward-looking statements.

###

Contact:

For Financial Analysts:

Ted Grace

(203) 618-7122

Cell: (203) 399-8951

tgrace@ur.com

For Press:

Bill Wohl

(203) 622-3131

Cell: (475) 232-6663

wwohl@ur.com

 

 

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