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") ofUnited Rentals, Inc. (the "Company") held onMay 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 theState of Delaware onMay 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, onMay 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 theState 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 onMay 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 ofMay 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. OnMay 7, 2020 , the Company held its Annual Meeting at which the stockholders voted: (i) upon the election ofJosé 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 andShiv Singh to theBoard for one-year terms; (ii) upon the ratification of the appointment ofErnst & Young LLP as the Company's public accounting firm for the fiscal year endingDecember 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 ofErnst & 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. -------------------------------------------------------------------------------- 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, datedMay 7, 2020 , to theUnited Rentals, Inc. Fourth Amended and Restated Certificate of Incorporation 3.2 Fifth Amended and Restated Certificate of Incorporation ofUnited Rentals, Inc. 3.3 Amended and Restated By-Laws ofUnited Rentals, Inc. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
--------------------------------------------------------------------------------
© Edgar Online, source