Item 3.03 Material Modifications to Right of Shareholders.

The information set forth in Item 5.03 below is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

On June 3, 2022, WillScot Mobile Mini Holdings Corp. (the "Company") filed a certificate of amendment with the Secretary of State of the State of Delaware amending the Company's amended and restated certificate of incorporation, as amended (the "Certificate of Incorporation"), to declassify the Company's board of directors and provide for the immediate annual election of all directors. The declassification amendment (the "Amendment") was described in detail in proposal 1 included in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 19, 2022 (the "Proxy Statement"). At the Company's annual meeting of stockholders held on June 3, 2022 (the "Annual Meeting"), the stockholders approved the Amendment.

The certificate of amendment of the Certificate of Incorporation is filed herewith as Exhibit 3.1 and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company's stockholders voted on four proposals. The voting results for each proposal, including the votes for and against, and any abstentions or broker non-votes, are described below.

Proposal 1: Approve an Amendment to the Certificate of Incorporation of the Company to Immediately Declassify the Board of Directors

The stockholders approved an amendment to the Certificate of Incorporation of the Company to declassify the Board. The results of the vote taken are as follows:





    For       Against   Abstain   Broker Non-Vote
199,910,484   31,062    53,193       8,785,636

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders ratified the selection, by the Audit Committee of the Board, of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. The results of the vote taken are as follows:





    For       Against   Abstain   Broker Non-Vote
208,748,968   14,397    17,010           -

Proposal 3: Approval, by Advisory Vote, of the Compensation of the Company's Named Executive Officers

The stockholders approved, on an advisory and non-binding basis, the compensation of the named executive officers of the Company. The results of the vote taken are as follows:

For Against Abstain Broker Non-Vote 172,524,138 27,403,926 66,675 8,785,636

Proposal 4A: Election of Directors

The stockholders voted for all eleven of management's nominees for election as directors to serve for a term that shall expire at the 2023 annual meeting of stockholders or until their successors are elected and qualified. The results of the vote taken are as follows:





      Nominee              For        Against    Abstain   Broker Non-Vote

Mark S. Bartlett 192,801,213 7,153,212 40,314 8,785,636 Erika T. Davis 196,650,178 3,304,203 40,358 8,785,636 Sarah R. Dial 198,998,552 955,829 40,358 8,785,636 Jeffrey S. Goble 195,766,193 4,186,754 41,792 8,785,636 Gerard E. Holthaus 198,856,880 1,097,051 40,808 8,785,636 Kimberly J. McWaters 199,571,788 382,596 40,355 8,785,636 Erik Olsson

            191,983,354   7,970,349   41,036       8,785,636
Rebecca Owen           196,278,608   3,675,770   40,361       8,785,636

Jeff Sagansky 195,836,586 4,116,737 41,416 8,785,636 Bradley L. Soultz 199,590,335 364,131 40,273 8,785,636 Michael W. Upchurch 199,589,578 364,114 41,047 8,785,636

Item 9.01 Financial Statements and Exhibits






(d) Exhibits

Exhibit No. Exhibit Description

3.1 Certificate of Amendment of Certificate of Incorporation, filed

June 3, 2022 with the Secretary of State of the State of Delaware.

104 Cover Page Interactive Data File (embedded within the Inline XBRL


            document)

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