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URI > SEC Filings for URI > Form 8-K on 7-May-2014All Recent SEC Filings

Show all filings for UNITED RENTALS INC /DE

Form 8-K for UNITED RENTALS INC /DE


7-May-2014

Submission of Matters to a Vote of Security Holders


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

On May 7, 2014, United Rentals, Inc. (the "Company") held its annual meeting of stockholders at which the stockholders voted: (i) upon the election of Jenne K. Britell, Josť B. Alvarez, Bobby J. Griffin, Michael J. Kneeland, Pierre E. Leroy, Singleton B. McAllister, Brian D. McAuley, John S. McKinney, James H. Ozanne, Jason D. Papastavrou, Filippo Passerini, Donald C. Roof and Keith Wimbush to the Company's Board of Directors for one-year terms; (ii) upon the approval of material terms of performance goals for qualified performance-based awards under the 2014 Annual Incentive Compensation Plan; (iii) upon the approval of the Company's Second Amended and Restated 2010 Long Term Incentive Plan; (iv) upon the re-approval of material terms of performance goals for qualified performance-based awards under the Second Amended and Restated 2010 Long Term Incentive Plan; (v) upon the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014; and (vi) on an advisory (non-binding) basis to approve the compensation of the Company's named executive officers.

The stockholders elected all thirteen directors, approved material terms of performance goals for qualified performance-based awards under the 2014 Annual Incentive Compensation Plan, approved the Second Amended and Restated 2010 Long Term Incentive Plan, re-approved material terms of performance goals for qualified performance-based awards under the Second Amended and Restated 2010 Long Term Incentive Plan, approved the ratification of the appointment of Ernst & Young LLP and approved (on a non-binding basis) the compensation of the Company's named executive officers.

The final voting results for each of the matters submitted to a vote of stockholders at the 2014 annual meeting are set forth below:

Proposal 1. Election of Directors.



   Nominee                      For        Against       Abstain       Broker Non-Votes
   Jenne K. Britell          79,344,552      95,236       314,233              8,120,403
   Josť B. Alvarez           79,372,967      78,305       302,749              8,120,403
   Bobby J. Griffin          79,391,523      58,187       304,312              8,120,402
   Michael J. Kneeland       79,392,490      56,813       304,719              8,120,402
   Pierre E. Leroy           78,799,496     649,202       305,323              8,120,403
   Singleton B. McAllister   78,814,107     634,070       305,844              8,120,403
   Brian D. McAuley          79,388,090      60,175       305,756              8,120,403
   John S. McKinney          78,843,707     603,442       306,538              8,120,737
   James H. Ozanne           79,386,122      63,395       304,505              8,120,402
   Jason D. Papastavrou      79,390,830      60,379       302,812              8,120,403
   Filippo Passerini         78,814,420     632,147       307,455              8,120,402
   Donald C. Roof            79,381,770      54,191       318,060              8,120,403
   Keith Wimbush             78,812,170     636,620       305,320              8,120,314

Proposal 2. Approval of Material Terms of Performance Goals for Qualified Performance-Based Awards Under the 2014 Annual Incentive Compensation Plan.

For Against Abstain Broker Non-Votes 78,051,825 1,384,750 317,446 8,120,403

Proposal 3. Approval of the Company's Second Amended and Restated 2010 Long Term Incentive Plan.

For Against Abstain Broker Non-Votes 74,186,234 5,229,232 338,555 8,120,403


Proposal 4. Re-Approval of Material Terms of Performance Goals for Qualified Performance-Based Awards Under the Second Amended and Restated 2010 Long Term Incentive Plan.

For Against Abstain Broker Non-Votes 77,904,177 1,480,604 369,240 8,120,403

Proposal 5. Ratification of Appointment of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2014.

For Against Abstain Broker Non-Votes 86,060,262 1,514,110 300,052 *

* Not applicable.

Proposal 6. Advisory Vote on the Company's Executive Compensation.

For Against Abstain Broker Non-Votes
77,953,846 1,344,418 455,757 8,120,403


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