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4-Traders Homepage  >  Equities  >  Nyse  >  United Rentals, Inc.    URI

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UNITED RENTALS INC /DE : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

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05/04/2017 | 10:42pm CEST
Item 5.03.         Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.


(a) Amendments to Articles of Incorporation.

Third Amended and Restated Certificate of Incorporation

At the United Rentals, Inc. (the "Company') annual meeting of stockholders on May 4, 2017, stockholders approved amendments to the Company's Restated Certificate of Incorporation to remove supermajority voting provisions and to remove limitations on stockholders' ability to call special meetings of stockholders. The Company filed Certificates of Amendment with the Secretary of State of the State of Delaware on May 4, 2017. A copy of each of the amendments to the Company's Restated Certificate of Incorporation is attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and is incorporated herein by reference.

In addition, on May 4, 2017, the Company filed a Third 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 Restated Certificate of Incorporation which were then in effect and those amendments approved by the stockholders on May 4. The Third Amended and Restated Certificate of Incorporation only restated and integrated, but did not further amend the provisions of the Restated Certificate of Incorporation. The foregoing description of the Company's Third Amended and Restated Certificate of Incorporation is qualified in all respects by reference to the text of the Third Amended and Restated Certificate of Incorporation, which is filed as Exhibit 3.3 to this Current Report on Form 8-K and incorporated herein by reference.


(b) Amendments to Bylaws.


Amended and Restated By-Laws

Effective as of May 4, 2017, the Board of Directors (the "Board") of the Company approved amendments to the Company's By-Laws to allow stockholders holding 25% or more the ability to call special meetings of stockholders. Provided that stockholders satisfy requirements specified in Section 2.03 of the Company's By-Laws, the Board will call a special meeting of stockholders upon written request by one or more record holders of shares of stock of the Company representing in the aggregate not less than 25% of the voting power of all shares of the Company entitled to vote on the matter or matters to be brought before the proposed special meeting.

In addition, on May 4, 2017, the Board also approved an amendment to the Company's By-Laws to clarify the post-meeting holding requirement in the proxy access provision in Section 3.10(d)(ii)(G) of the Company's By-Laws.

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 3.4 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 4, 2017, United Rentals, Inc. held its annual meeting of stockholders at which the stockholders voted: (i) upon the election of Jenne K. Britell, José B. Alvarez, Bobby J. Griffin, Michael J. Kneeland, Singleton B. McAllister, 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, 2017; (iii) on an advisory (non-binding) basis to approve the compensation of the Company's named executive officers; (iv) on an advisory (non-binding) basis on whether an advisory vote on executive compensation should be held every year, every two years or every three years; (v) on a Company proposal to amend the Company's Restated Certificate of Incorporation to remove supermajority voting requirements; (vi) on an advisory (non-binding) basis on a stockholder proposal on special shareowner meetings; and (vii) on a Company proposal to amend the Company's Restated Certificate of Incorporation to allow amendment to the Company's By-Laws granting stockholders holding 25% or more the ability to call special meetings of stockholders.

The stockholders elected all nine 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, voted (on a non-binding basis) in favor of holding an advisory vote on executive compensation every year, approved the amendment of the Company's Restated Certificate of Incorporation to remove supermajority voting requirements, approved (on a non-binding basis) a



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stockholder proposal on special shareowner meetings, and approved the amendment to the Company's Restated Certificate of Incorporation to allow amendment to the Company's By-Laws granting stockholders holding 25% or more the ability to call special meetings of stockholders.

The final voting results for each of the matters submitted to a vote of stockholders at the 2017 annual meeting are set forth below:



Proposal 1.       Election of Directors.



Nominee                      For        Against    Abstain   Broker Non-Votes
Jenne K. Britell          64,796,497    530,120    171,097      6,424,500
José B. Alvarez           64,749,072    44,413     704,229      6,424,500
Bobby J. Griffin          65,181,357    147,856    168,501      6,424,500
Michael J. Kneeland       65,289,350    39,533     168,831      6,424,500
Singleton B. McAllister   63,454,959   1,873,848   168,907      6,424,500
Jason D. Papastavrou      64,436,760    888,976    171,978      6,424,500
Filippo Passerini         62,552,067   2,776,524   169,123      6,424,500
Donald C. Roof            65,212,628    115,807    169,279      6,424,500
Shiv Singh                65,179,571    146,926    171,217      6,424,500




Proposal 2.       Ratification of Appointment of Public Account Firm.



   For        Against    Abstain   Broker Non-Votes
70,667,350   1,059,206   195,658          *



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* Not applicable.



Proposal 3.       Advisory Approval of Executive Compensation.



   For        Against    Abstain   Broker Non-Votes
61,472,826   3,730,570   294,318      6,424,500




Proposal 4.       Advisory Vote on Frequency of Executive Compensation Vote.



Every Year   Every 2 Years   Every 3 Years   Abstain   Broker Non-Votes
58,285,776      52,973         6,959,870     199,095      6,424,500



As disclosed above, a substantial majority of the votes cast on Proposal 4 voted, on an advisory basis, to hold an advisory stockholder vote on executive compensation every year. In view of these voting results and in accordance with the Board's recommendation, the Board has determined that an advisory vote on executive compensation will be submitted to stockholders every year until the next required advisory vote on the frequency of stockholder votes on executive compensation.

Proposal 5. Company Proposal to Amend the Company's Restated Certificate of Incorporation to Remove Supermajority Voting Requirements.


   For       Against   Abstain   Broker Non-Votes
65,154,884   100,285   242,545      6,424,500




Proposal 6.       Stockholder Proposal on Special Shareowner Meetings.



   For        Against     Abstain   Broker Non-Votes
33,061,939   32,143,742   292,033      6,424,500




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Proposal 7. Company Proposal to Amend the Company's Restated Certificate of Incorporation to Allow Amendment to By-Laws Granting Stockholders Holding 25% or More the Ability to Call Special Meetings of Stockholders.


   For        Against    Abstain   Broker Non-Votes
57,243,381   7,998,635   255,698      6,424,500


Item 9.01          Financial Statements and Exhibits.



3.1 Certificate of Amendment, dated May 4, 2017, to the United Rentals, Inc. Restated Certificate of Incorporation (removing supermajority voting provisions)

3.2 Certificate of Amendment, dated May 4, 2017, to the United Rentals, Inc. Restated Certificate of Incorporation (removing limitations on stockholders' ability to call special meetings of stockholders)

3.3 Third Amended and Restated Certificate of Incorporation of United Rentals, Inc.


3.4         Amended and Restated By-Laws of United Rentals, Inc.



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© Edgar Online, source Glimpses

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