Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
(b) The disclosure set forth below under Item 5.07 regarding the conditional
resignation of Mr. Lawrence Karlson as a director of H&E Equipment Services,
Inc. (the "Company") is incorporated herein by reference. This conditional
resignation has been submitted solely in connection with the Company's majority
vote policy for director reelection as disclosed in the Company's proxy
statement filed with the Securities and Exchange Commission on April 1, 2022
(the "Majority Vote Policy"). Mr. Karlson's conditional resignation was not the
result of any dispute or disagreement with the Company or the Company's board of
directors (the "Board") on any matter relating to the operations, policies or
practices of the Company.
Item 5.07 Submission of Matters to a Vote of Security Holders
The 2022 Annual Meeting of Stockholders of the Company (the "Annual Meeting")
was held on May 12, 2022. Matters submitted to the stockholders and voted upon
at the meeting, which are more fully described in the Company's Proxy Statement,
which was filed with the Securities and Exchange Commission on April 1, 2022,
were (1) the election of nine directors; (2) the ratification of the appointment
of BDO USA, LLP as the Company's independent registered public accounting firm
for the year ending December 31, 2022; and (3) an advisory vote on Named
Executive Officer compensation as disclosed in the Proxy Statement.
Each of the director nominees set forth below was elected to hold office until
his or her respective successor is duly elected and qualified or until his or
her death, resignation or removal. Stockholders ratified the appointment of BDO
USA, LLP as the Company's independent registered public accounting firm for the
year ending December 31, 2022. Stockholders, in a non-binding advisory vote,
approved the compensation of the Company's Named Executive Officers as disclosed
in the Company's Proxy Statement.
The table below shows the votes cast for, against or withheld, as well as the
number of abstentions and broker non-votes, as to each proposal, including a
separate tabulation with respect to each nominee for director. There were no
broker non-votes for the proposal regarding the ratification of the accounting
firm.
(1)
Election of directors.
For Withheld Broker Non-Votes
John M. Engquist 26,330,088 2,732,515 4,320,468
Bradley W. Barber 28,725,816 336,787 4,320,468
Paul N. Arnold 28,463,695 598,908 4,320,468
Gary W. Bagley 28,675,530 387,073 4,320,468
Bruce C. Bruckmann 25,183,750 3,878,853 4,320,468
Patrick L. Edsell 28,605,960 456,643 4,320,468
Thomas J. Galligan III 28,604,093 458,510 4,320,468
Lawrence C. Karlson 11,856,893 17,205,710 4,320,468
Mary P. Thompson 27,661,673 1,400,930 4,320,468
(2)
Ratification of Appointment of BDO USA, LLP as independent registered public
accounting firm for the year ending December 31, 2022.
For Against Abstain
33,053,370 125,331 204,370
(3)
Advisory vote on Named Executive Officer compensation as disclosed in the Proxy
Statement.
For Against Abstain Broker Non-Votes
27,558,564 1,194,041 309,998 4,320,468
Although each of the above nominees was reelected as a director of the Company,
Mr. Karlson received a greater number of "withheld" votes from his election than
votes "for" his election. In accordance with the Majority Vote Policy, Mr.
Karlson tendered his conditional resignation to the Company on May 16, 2022. ISS
Proxy Advisory Services recommended that shareholders of the Company withhold
votes from Mr. Karlson's reelection as a director of the Company for failing to
establish racial or ethnic diversity on the Board, given Mr. Karlson's service
as the chair of the Company's nominating and governance committee (the
"Committee"). On May 12, 2022, in connection with the Board's annual review and
appointment of the members and Chairpersons of the various committees of the
Board, Mr. Karlson stepped down as the Chair of the Committee, and the Board
appointed Mary P. Thompson to replace him as the Chair of the Committee. Mr.
Karlson continues to serve as a member of the Committee.
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The Board, in consultation with the Committee, will consider Mr. Karlson's
conditional resignation and determine whether to accept or reject Mr. Karlson's
resignation. In considering whether to accept or reject Mr. Karlson's
conditional resignation, the Board, in consultation with the Committee, expects
to consider all factors believed relevant, including without limitation: (i) the
underlying reasons for Mr. Karlson not receiving a majority of votes cast in
favor of his reelection as director; (ii) the tenure and qualifications of Mr.
Karlson; (iii) Mr. Karlson's past and expected future contributions to the
Board; (iv) the overall composition of the Board; and (v) whether accepting the
tendered resignation would cause the Company to fail to meet any applicable rule
or regulation, including under the Nasdaq listing requirements and federal
securities laws. The Board expects to act within ninety (90) days of the date of
the Annual Meeting, and such determination will be promptly disclosed, together
with the reasons for such determination on a Form 8-K.
Mr. Karlson will not participate in Committee or Board deliberations regarding
his conditional resignation, but his services on the Board will otherwise
continue pending the outcome of those deliberations.
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