UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 7, 2023, the board of directors (the “Board”) of McGrath RentCorp (the “Company”) approved a modification to the terms of restricted stock unit (“RSU”) award grants under the Company’s 2016 Stock Plan, as amended (the “Plan) to members of the Board (the “Modification”), which modification is applicable for past and future RSU award grants to directors. The Modification provides that upon a director’s departure from the Board, a portion of such director’s unvested RSUs would accelerate with the number of such accelerated RSUs equal to the quotient of (x) the full number of months of the director’s Continuous Service (as defined in the Plan) from the date of award to the date of such termination, divided by (y) 12, rounded up to the next 100 RSUs. This acceleration of vesting would not apply if a director’s departure from the Board is due to (i) a removal by a vote of the shareholders or (ii) termination for Cause (as defined in the Plan).
At the 2023 annual meeting of shareholders held on June 7, 2023 (the “Annual Meeting”), Messrs. Dennis P. Stradford and M. Richard Smith did not stand for reelection and resigned as of the Annual Meeting. Subsequent to the resignation of Messrs. Stradford and Smith, the Board approved a resolution reducing the number of directors on the Board from 9 to 7, effective as of the Annual Meeting.
In connection with their resignation from the Board and pursuant to the Modification, 300 shares of unvested RSUs held by Mr. Stradford and 300 shares of unvested RSUs held by Mr. Smith became fully vested as of June 7, 2023.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the following proposals were voted on by the Company’s shareholders and the voting results are set forth below. The proposals are described in detail in the proxy statement for the Annual Meeting that the Company filed with the Securities and Exchange Commission on April 28, 2023.
Proposal 1. Election of Directors.
| Name of Nominee |
Votes For | Votes Withheld | Broker Non-Votes | |||
| Nicolas C. Anderson |
19,686,371 | 256,089 | 1,231,906 | |||
| Kimberly A. Box |
19,719,319 | 223,141 | 1,231,906 | |||
| Smita Conjeevaram |
18,239,533 | 1,702,927 | 1,231,906 | |||
| William J. Dawson |
19,638,443 | 304,017 | 1,231,906 | |||
| Elizabeth A. Fetter |
19,814,948 | 127,512 | 1,231,906 | |||
| Joseph F. Hanna |
19,861,155 | 81,305 | 1,231,906 | |||
| Bradley M. Shuster |
18,603,577 | 1,338,883 | 1,231,906 |
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Proposal 2. To ratify the appointment of Grant Thornton LLP as the independent auditors for the Company for the year ending December 31, 2023.
| Votes For |
Votes Against |
Abstain |
Broker Non-Votes | |||
| 20,698,270 | 367,748 | 108,348 | None |
Proposal 3. To approve, in a non-binding vote, the compensation of the Company’s named executive officers.
| Votes For |
Votes Against |
Abstain |
Broker Non-Votes | |||
| 19,280,113 | 525,166 | 137,181 | 1,231,906 |
Proposal 4. To recommend, in a non-binding vote, the frequency of future non-binding shareholder votes to approve the compensation of the Company’s named executive officers.
| 1 Year |
2 Years |
3 Years |
Abstain |
Broker Non-Votes | ||||
| 18,341,189 | 39,885 | 1,435,035 | 126,351 | 1,231,906 |
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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.
| McGRATH RENTCORP | ||||||
| Dated: June 9, 2023 | ||||||
| By: | /s/ Gilda Malek | |||||
| Gilda Malek | ||||||
| Vice President, General Counsel and Corporate Secretary | ||||||
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