On June 4, 2009, at the 2009 annual meeting of shareholders of McGrath RentCorp (the "Company") the Company shareholders approved and adopted an amendment and restatement of the Company's 2007 Stock Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder from 1,875,000 to 2,690,000 and to decrease the maximum term of future awards granted under the 2007 Stock Incentive Plan from ten years to seven years. The amendment and restatement of the Company's 2007 Stock Incentive Plan had been previously adopted by the Company's board of directors subject to shareholder approval.

The foregoing description of the amendment and restatement of the Company's 2007 Stock Incentive Plan is qualified in its entirety by reference to the complete text of the Company's Amended and Restated 2007 Stock Incentive Plan which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

On June 4, 2009, at the 2009 annual meeting of shareholders, the Company shareholders elected William J. Dawson, Robert C. Hood, Dennis C. Kakures, Robert P. McGrath, Dennis P. Stradford, and Ronald H. Zech to serve as the directors of the Company until the annual meeting of shareholders of the Company to be held in 2010.

In connection with the 2009 annual meeting, the board of directors elected Ronald H. Zech as its new non-executive Chairman of the Board. Robert P. McGrath, the previous non-executive Chairman of the Board, was given the honorary title of Chairman Emeritus by the board of directors. Mr. McGrath will continue to serve as a director of the Company. A press release announcing Mr. Zech's election as non-executive Chairman of the Board was issued by the Company on June 8, 2009, a copy of which is attached hereto as Exhibit 99.1

(d) Exhibits.

Exhibit No.       Description

10.1              McGrath RentCorp 2007 Stock Incentive Plan (as amended and
                  restated effective June 4, 2009)

99.1              Press Release