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): July 26, 2017
McGRATH RENTCORP
(Exact name of registrant as specified in its Charter)
| California | 000-13292 | 94-2579843 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
5700 Las Positas Road,
Livermore, CA 94551-7800
(Address of principal executive offices)
(925) 606-9200
(Registrant’s Telephone Number, Including Area Code)
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Security Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 26, 2017, the board of directors (the “Board”) of McGrath RentCorp (the “Company”) appointed Bradley M. Shuster as a member of the Company’s Board. The Board further appointed Mr. Shuster to the audit and governance committee of the Board. Mr. Shuster will receive an annual cash retainer for Board and Board committee services of $28,113, which is a pro-rated amount based on Mr. Shuster’s date of appointment, and was granted 1,600 restricted stock units with a fair market value of $55,264.
Mr. Shuster currently serves as Chairman of the Board and Chief Executive Officer of NMI Holdings, (NASDAQ: NMIH) and its principal subsidiary, National Mortgage Insurance Corporation (National MI), positions he has held since 2012. Prior to joining NMI, Mr. Shuster was an executive with The PMI Group for 13 years, where he held various positions over the course of his tenure, the most recent being president of International and Strategic Investments and chief executive officer of PMI Capital Corporation. Before joining PMI, Mr. Shuster was a partner at Deloitte, LLP. Mr. Shuster holds a Bachelor of Science in Business Administration from the University of California, Berkeley, and an M.B.A. from the University of California, Los Angeles.
The Company intends to enter into its standard director indemnification agreement with Mr. Shuster, the form of which was filed as Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001 that was filed with the U.S. Securities and Exchange Commission on March 18, 2002.
There is no arrangement or understanding between Mr. Shuster and any other person pursuant to which Mr. Shuster was selected as a director. Mr. Shuster does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Effective July 26, 2017, Robert Hood tendered his resignation from the Company’s Board.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| 99.1 | Press Release, dated July 31, 2017. |
SIGNATURES
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.
| McGRATH RENTCORP | ||||||||
| Dated: July 31, 2017 | By: | /s/ Keith E. Pratt | ||||||
| Keith E. Pratt | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
Exhibit 99.1
| PRESS RELEASE |
5700 Las Positas Road Livermore California 94551 925 606 9200 |
| ||||
| FOR INFORMATION CONTACT: | Joe Hanna Chief Executive Officer 925-606-9200 |
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| FOR RELEASE JULY 31, 2017 | ||||||
McGrath RentCorp Director Robert Hood to Retire,
Bradley M. Shuster Elected to Board
LIVERMORE, CA – July 31, 2017 – McGrath RentCorp (NASDAQ: MGRC) (the “Company”), a diversified business to business rental company, today announced the retirement of Director Robert Hood from the Board of Directors. Ron Zech, Chairman of McGrath RentCorp’s Board stated “Bob has been an esteemed member of the Board and the Chair of the Audit Committee for 18 years and I would personally like to thank him for his service. His deep financial expertise and broad business acumen have been invaluable assets in the boardroom and in his counsel to the Company’s management.”
The Company also today announced Bradley M. Shuster has been elected to the Company’s Board of Directors. Mr. Shuster will serve on the Board’s Audit and Governance Committees.
“We are very pleased to welcome Brad to our Board,” said Ron. “As a sitting CEO for a public company, his experience and perspective will be a valuable complement to McGrath RentCorp’s Board.”
Mr. Shuster currently serves as Chairman of the Board and Chief Executive Officer of NMI Holdings, (NASDAQ: NMIH) and its principal subsidiary, National Mortgage Insurance Corporation (National MI), positions he has held since 2012. Prior to joining NMI, Mr. Shuster was an executive with The PMI Group for 13 years, where he held various positions over the course of his tenure, the most recent being president of International and Strategic Investments and chief executive officer of PMI Capital Corporation. Before joining PMI, Mr. Shuster was a partner at Deloitte, LLP.
Mr. Shuster holds a Bachelor of Science in Business Administration from the University of California, Berkeley, and an M.B.A. from the University of California, Los Angeles.
ABOUT MCGRATH RENTCORP:
Founded in 1979, McGrath RentCorp is a diversified business-to-business rental company with four rental divisions. Mobile Modular rents and sells modular buildings to fulfill customers’ temporary and permanent classroom and office space needs in California, Texas, Florida, and the Mid-Atlantic from Washington D.C. to Georgia. TRS-RenTelco rents and sells electronic test equipment and is one of the leading rental providers of general purpose and communications test equipment in the Americas. Adler Tank Rentals rents and sells containment solutions for hazardous and nonhazardous liquids and solids with operations serving key markets throughout the United States. Mobile Modular Portable Storage provides portable storage solutions in the California, Texas, Florida, Northern Illinois, New Jersey, North Carolina and Georgia markets. For more information on McGrath RentCorp and its operating units, please visit our websites:
Corporate – www.mgrc.com
Modular Buildings – www.mobilemodular.com
Electronic Test Equipment – www.trsrentelco.com
Tanks and Boxes – www.adlertankrentals.com
Portable Storage – www.mobilemodularcontainers.com
School Facilities Manufacturing – www.enviroplex.com