Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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Board of Directors of United Rentals, Inc.
Effective as of September 1, 2018, the Board of Directors (the
Board
) of United Rentals, Inc. (the
Company
) approved
an increase to the size of the Board from eleven (11) directors to twelve (12) directors and appointed Kim Harris Jones as a director of the Company to fill the vacancy.
The Board appointed Ms. Jones as a member of the Boards Audit Committee.
As compensation for her service on the Board and the Audit Committee, Ms. Jones will receive (i) annual retainer fees of $80,000 for serving as
director; (ii) annual retainer fees of $15,000 for serving as a member of the Audit Committee; (iii) an annual equity grant of $150,000 (which shall be
pro-rated
for 2018, her initial year of
appointment) in fully vested restricted stock units, generally to be settled after three years (subject to acceleration in certain circumstances); and (iv) an additional per meeting fee of $1,500 if the Audit Committee meets more than ten times
per year. Ms. Jones also will be eligible to participate in a medical benefits program (comparable to that offered to employees), at her own cost, and in the Companys 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 Companys customary practice, the Company entered into an indemnification agreement
with Ms. Jones substantially in the form filed as Exhibit 10(a) to the Companys Form
10-Q
filed on October 15, 2014.
There are no arrangements or understandings between Ms. Jones and any other persons pursuant to which she was selected as a director, and there are no
transactions involving Ms. Jones that are required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
A copy of the press release issued by the Company on September 4, 2018, which announces the
appointment of Ms. Jones is attached hereto as Exhibit 99.1 and incorporated herein by reference. The copy of the Companys press release relating to Ms. Jones appointment is being furnished as Exhibit 99.1 to this Current
Report on Form
8-K.
Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the
Exchange Act
) or otherwise subject to the
liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
Board of Directors of United Rentals (North America), Inc.
Effective as of September 1, 2018, for the purpose of improving the efficiency of corporate governance practices of United Rentals (North America), Inc.
(
URNA
), a wholly-owned subsidiary of the Company, the following persons voluntarily resigned from their positions as directors of URNA. The resignations were not due to any disagreement with the Company or URNA on any matter
relating to the Companys or URNAs operations, policies or practices, and such persons will remain in their positions as directors of the Company.