Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 8, 2011

 

 

MCGRATH RENTCORP

(Exact name of registrant as specified in its charter)

 

 

 

California   0-13292   94-2579843

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

5700 Las Positas Road, Livermore, California   94551-7800
(Address of principal executive offices)   (Zip Code)

(925) 606-9200

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


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

At the 2011 Annual Meeting of Shareholders (the “Annual Meeting”) of McGrath RentCorp (the “Company”), held on June 8, 2011, the following proposals were voted on by the Company’s shareholders, as set forth below.

The Company’s shareholders (i) elected each of the director nominees, (ii) ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2011, (iii) voted for the approval on a non-binding, advisory basis of the compensation of the Company’s named executive officers, and (iv) voted for the approval on a non-binding, advisory basis of a one-year frequency of holding a non-binding, advisory vote on the compensation of the Company’s named executive officers.

Proposal 1. Election of Directors.

 

Name of Nominee

   Votes For    Votes Withheld    Broker Non-Votes

William J. Dawson

   22,151,547    559,424    1,205,882

Robert C. Hood

   22,147,798    563,173    1,205,882

Dennis C. Kakures

   22,152,659    558,312    1,205,882

Robert P. McGrath

   17,476,917    5,234,054    1,205,882

M. Richard Smith

   22,545,924    165,047    1,205,882

Dennis P. Stradford

   22,551,319    159,652    1,205,882

Ronald H. Zech

   22,117,635    593,336    1,205,882

Proposal 2. Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2011.

 

Votes For

 

Votes Against

 

Abstain

 

Broker Non-Votes

23,394,312

  514,288   8,253   None

Proposal 3. Non-binding, advisory vote on the compensation of the Company’s named executive officers.

 

Votes For

 

Votes Against

 

Abstain

 

Broker Non-Votes

22,324,811

  71,718   314,442   1,205,882


Proposal 4. Non-binding, advisory vote on the frequency of holding a non-binding, advisory vote on the compensation of the Company’s named executive officers.

 

For 1 Year

 

For 2 Years

 

For 3 Years

 

Abstain

 

Broker Non-Votes

18,393,977

  1,217,044   2,802,205   297,745   1,205,882

With respect to Proposal 1, we note that approximately 23.0 percent of shareholders voted “WITHHOLD” for Robert P. McGrath. The Company believes that these votes were likely cast as a result of, and in accordance with, a report by Institutional Shareholder Services (“ISS”), which included a recommendation of a “WITHHOLD” vote for Mr. McGrath. This recommendation was based on ISS’s determination that Mr. McGrath was an “affiliated outside director” because he is the founder of the Company and formerly served as the Company’s Chief Executive Officer until March 2003. It is ISS’s policy that affiliated outsiders should not serve on the Company’s independent board committees. The Board of Directors has determined that Mr. McGrath is “independent” as defined in the listing standards of the NASDAQ Stock Market and the regulations of the SEC. The Company believes that Mr. McGrath contributes significant value as a member of the Audit and Corporate Governance and Nominating Committees and is unbiased in carrying out his responsibilities as a committee member.

With respect to Proposal 4, consistent with the stated preference of a majority of the Company’s shareholders, the Board of Directors has determined that it will include a non-binding, advisory vote on the compensation of its named executive officers in its proxy materials every year until the next required non-binding, advisory vote on the frequency of holding a vote on the compensation of the Company’s named executive officers, which will occur no later than our annual meeting of shareholders in 2017.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 10, 2011

 

MCGRATH RENTCORP

/s/ Randle F. Rose

RANDLE F. ROSE
Senior Vice President and
Chief Administrative Officer