Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Fifth Amended and Restated Certificate of Incorporation
At the annual meeting of stockholders (the "Annual Meeting") of United Rentals,
Inc. (the "Company") held on May 7, 2020, stockholders approved amendments to
the Company's Fourth Restated Certificate of Incorporation (the "Fourth Restated
Certificate of Incorporation") to grant stockholders the right to act by written
consent, subject to certain procedural and other safeguards. The amendments to
the Fourth Restated Certificate became effective upon the filing of a
Certificate of Amendment to the Fourth Restated Certificate of Incorporation
(the "Certificate of Amendment") with the Secretary of State of the State of
Delaware on May 7, 2020. A copy of the Certificate of Amendment is attached as
Exhibit 3.1 to this Current Report on Form
8-K
and is incorporated herein by reference.
In addition, on May 7, 2020, the Company filed a Fifth Amended and Restated
Certificate of Incorporation (the "Fifth Amended and Restated Certificate of
Incorporation") with the Secretary of State of the State of Delaware,
integrating into a single instrument all of the provisions of the Fourth
Restated Certificate of Incorporation which were then in effect and those
amendments approved by the stockholders on May 7, 2020. The Fifth Amended and
Restated Certificate of Incorporation only restated and integrated, and did not
further amend, the provisions of the Fourth Restated Certificate of
Incorporation. The foregoing description of the Company's Fifth Amended and
Restated Certificate of Incorporation is qualified in all respects by reference
to the text of the Fifth Amended and Restated Certificate of Incorporation,
which is filed as Exhibit 3.2 to this Current Report on Form
8-K
and incorporated herein by reference.
Amended and Restated
By-Laws
Effective as of May 7, 2020, the Board of Directors of the Company (the "Board")
amended and restated the Company's
By-Laws
in order to grant stockholders the right to act by written consent (as described
above).
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 Amended
and Restated
By-Laws,
a copy of which is filed as Exhibit 3.3 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 7, 2020, the Company held its Annual Meeting at which the stockholders
voted: (i) upon the election 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, 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, 2020;
(iii) on an advisory
(non-binding)
basis to approve the compensation of the Company's named executive officers;
(iv) upon a proposed amendment to the certificate of incorporation granting
stockholders the right to act by written consent; and (v) on an advisory
(non-binding)
basis on a stockholder proposal to let shareholders vote on bylaw amendments.
The stockholders elected all eleven 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
amendment to the certificate of incorporation granting stockholders the right to
act by written consent and rejected a stockholder proposal to let shareholders
vote on bylaw amendments.
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The final voting results for each of the matters submitted to a vote of
stockholders at the 2020 annual meeting are set forth below:
Proposal 1. Election of Directors.
                                                                      Broker
Nominee                   For            Against       Abstain       Non-Votes
José B. Alvarez         53,635,196       2,143,922       55,608       8,489,612
Marc A. Bruno           53,916,550       1,874,841       43,335       8,489,612
Matthew J. Flannery     55,379,661         413,143       41,922       8,489,612
Bobby J. Griffin        49,824,214       5,965,675       44,837       8,489,612
Kim Harris Jones        54,798,471         993,416       42,839       8,489,612
Terri L. Kelly          55,199,655         591,321       43,750       8,489,612
Michael J. Kneeland     54,408,584       1,381,565       44,577       8,489,612
Gracia C. Martore       53,743,909       2,047,045       43,772       8,489,612
Filippo Passerini       54,819,509         970,556       44,661       8,489,612
Donald C. Roof          54,961,013         828,347       45,366       8,489,612
Shiv Singh              54,427,595       1,362,256       44,875       8,489,612

Proposal 2. Ratification of Appointment of Public Account Firm.


                                    Broker
   For        Against    Abstain   Non-Votes
60,524,553   3,716,965   82,820        *



* Not applicable.

Proposal 3. Advisory Approval of Executive Compensation.


                                    Broker
   For        Against    Abstain   Non-Votes
51,346,660   4,380,819   107,247   8,489,612


Proposal 4. Approval of Proposed Amendment to the Certificate of Incorporation Granting Stockholders the Right to Act by Written Consent.


                                    Broker
   For        Against    Abstain   Non-Votes
53,834,909   1,938,779   61,038    8,489,612


Proposal 5. Stockholder Proposal to Let Shareholders Vote on Bylaw Amendments.


                                    Broker
   For       Against     Abstain   Non-Votes
2,527,378   53,048,802   258,546   8,489,612


Item 9.01 Financial Statements and Exhibits.



  3.1         Certificate of Amendment, dated May 7, 2020, to the United Rentals,
            Inc. Fourth Amended and Restated Certificate of Incorporation

  3.2         Fifth Amended and Restated Certificate of Incorporation of United
            Rentals, Inc.

  3.3         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.

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