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

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UNITED RENTALS INC /DE : Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

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06/02/2017 | 10:51pm CEST

Item 5.02 Departure of Directors or Principal Officers; Election of Directors;

Appointment of Principal Officers

Effective June 2, 2017, the Board of Directors (the "Board") of United Rentals, Inc. (the "Company") approved increasing the size of the Board from nine (9) directors to ten (10) directors and appointing Gracia Martore as a director of the Company to fill the vacancy.

As disclosed in the Company's 2017 definitive proxy statement, which was filed on March 21, 2017, Ms. Martore was unavailable to join the Board at the Company's 2017 annual stockholders meeting due to other commitments.

The Board appointed Ms. Martore as a member of the Board's Compensation Committee and Nominating and Corporate Governance Committee.

As compensation for her service on the Board and certain committees, Ms. Martore will receive (i) annual retainer fees of $80,000 for serving as director; (ii) annual retainer fees of $12,500 for serving as a member of the Compensation Committee; (iii) annual retainer fees of $10,000 for serving as a member of the Nominating and Corporate Governance Committee; (iv) an annual equity grant of $135,000 in fully vested restricted stock units, generally to be paid after three years (subject to acceleration in certain circumstances); (v) an additional per meeting fee if the Compensation Committee meets more than ten times a year; and (vi) an additional per meeting fee if the Nominating and Corporate Governance Committee meets more than five times a year. Ms. Martore also will be eligible to participate in a medical benefits program (comparable to that offered to employees), at her own cost, and in the Company's Deferred Compensation Plan for Directors, under which non-employee directors may elect to defer receipt of the fees that would otherwise be payable to them. In accordance with the Company's customary practice, the Company entered into an indemnification agreement with Ms. Martore substantially in the form filed as Exhibit 10(a) to the Company's Form 10-Q filed on October 15, 2014.

A copy of the press release issued by the Company on June 2, 2017, which announces the appointment of Ms. Martore is attached hereto as Exhibit 99.1 and incorporated herein by reference.

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

           Year.


On June 1, 2017, the Company filed a Certificate of Change of Registered Agent and Registered Office (the "Certificate of Change") to change the Company's registered agent and registered office in Delaware with the Secretary of State of the State of Delaware. The Certificate of Change has the effect of amending Article II of the Third Amended and Restated Certificate of Incorporation of United Rentals, Inc. A copy of the Certificate of Change is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

In addition, on June 1, 2017, the Company filed a Fourth 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 Third Amended and Restated Certificate of Incorporation which were then in effect and the Certificate of Change. The Fourth Restated Certificate of Incorporation only restated and integrated, but did not further amend the provisions of the Third Amended and Restated Certificate of Incorporation. The foregoing description of the Company's Fourth Restated Certificate of Incorporation is qualified in all respects by reference to the text of the Fourth Restated Certificate of Incorporation, which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

3.1 Certificate of Change of Registered Agent and Registered Office, dated

June 1, 2017

3.2 Fourth Restated Certificate of Incorporation of United Rentals, Inc.

99.1 Press Release of United Rentals, Inc.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

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