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HomeMy WebLinkAboutSWA000079_URI Board Minutes (01.23.2020) - executed_20201124 Minutes of the Meeting of the Board of Directors of United Rentals, Inc. Held on January 23, 2020 A telephonic meeting of the Board of Directors of United. Rentals, Inc. (the "C orripan�" or "LiRl") was held on January 23, 2020, following notice to each of the directors. The follmVing directors participated in the meeting: Nlichael Kneeland, chairman; BobbV Griffin,lead independent director; Nlatt Flanneti�, president, chief executive officer and director; jos6 Alvarez; )Marc Bruno; Kim I larris Jones; Terri Kelly; Gracia Martorc;Jason Papastavrou; I'llippo Passerini; Don Roof and Shiv Singh. The following Company employees were invited to join the meeting: Jessica Graziano, executive vice j-,wesident and chief finaticial officer; Craig PitAtOff, CXCCL1t.iVC ViCC president, chief administrative and legal officer; joh Gross, senior vice president, general Counsel and corporate sccretar�,; and Ted Grace, vice president,investor relations. The meeting was called to order at approximately 4;30 p.m. F,ST. Mr. Kneeland, chairman of the Board, presided at the meeting and Nls. (.3rOSS was appointed secretary to record inillLILCS. A number of presentations and reports were made as described below. These presentations and reports were discussed and questions were asked and answered. As Dart of his s introdUCtory remarks, Nfr. Kneeland thanked those present for joining the call. 1, Nfinutes, Nls. Gross led a discussion regarding the. draft minutes of the Board meetings held on December 3, 2019 and January' 8, 2020. After such discussion, the Board unammou'sly adopted the following resolution: RFSOINFI), that the Board hereby approves the minutes of the meetings held on December 3, 2019 and January 8, 2020, in substantially the form set forth on Exhibir A, and instructs N1s. Gross to enter the minutes of such 111CCUrIgS into the corporate records of the Company. 2. Annual I IOUS(keeping, Resolutions. NIs. (3ross led a discussion covering the draft annual "h(.)L1Sekeej-.)ing- resolutions that had been included in the pre-read materials. She advised the Board that the resolutions covering the. annual meeting of stockholders and proxy materials, director nominees, and Board and committee independence had been discussed at the meeting of the Nominating and COrl)orate 6overnance Clon-irnittee ("N&CCj Committee") held earlier it) the day and that the N&CG Corinnittec had recommended such resolutions to the Bo.-ird for its approval. Following discussion, the Board resolved as follows: Annual Nfecting of Stockholders; Prox�-J\.Iaterial WI lFRl:`AS, base([ on the recommendation of the N&CCj Corrunittee, having inct on January 23, 2020, the Board hereby unanit-nously adopts the following resolutions: RFSOLVED, that the 2020 Annual sleeting of Stockholders for United Rentals, Inc, (the "Annual Nleetin ") 'shall be held on Nlav 7, 2020, at such time and place as shall be determined by the proper officers of the Company. FLIRTI IFIR RFSOLVI-1), that the record date for the Annual fleeting shall be March 10,202(1). Board of Dircctor,, �as usage'23,2020 Page 1 of 6 FLRFI IEIR RESOLVI"D, that the Board hereby authorizes and directs the proper officers of the Company to prepare and file wvith the Securities and E'xcliange Commission (the "SFX,") a proxy statement (-Proxy Statement") to be distributed to stockholders in connection VVith the Annual Meeting, including the filing of any preliminary proxy materials with the St' ', if applicable,which Proxy Statement shall comply with Section 14(a) of the Securities Exchange Act of 1934, as arnended (the "Fxcharige Act"), a draft of which shall be provided to the Board for approval prior to its distribution to stockholders. FURTHER RE'SOLN"U'll), that the Board hereby authorizes and directs the proper officers Of tile Company to designate one Or more proxy solicitation agents for the Company in connection with the /\initial Meeting, I"URTHER RESOLVED, that the Board hereby directs the Secretary (or the Assistant Secretary, as the case may be) of the Company to arrange for the preparation of a complete list of stockholders entitled to vote at the Annual Meeting, and to arrange that a copy Of Such list SO prepared be available and Open to tile exanimation Of any stockholder for any purposes relevant to the Annual Meeting during ordinary bLISiuCSS hours from ten business days after the RCCOrCI Date at Such place as the Secretary (or the Assistant Secretary, as the case may be) of the Cornpany deems necessary or advisable, and further to arrange that SLICII list shall be produced and kept at the Annual Meeting for exarrunation by any stockholder who is present. FUIRTI IFIR Rl..,'SOLVEID, that: (i) the Board hereby authorizes and directs tile proper officers of the Corripany to designate one or more inspectors of election for the purpose Of conducting the voting for the matters to be considered at the Annual Meeting; (ii) such inspectors, before entering into tile discharge of their duties, shall be duty sworn to perform their duties impartially and as expeditiously as possible; (III) such inspectors be authorized to receive and take charge of proxies and ballots, to decide oil questions pertaining to the qualification of votes, the validity of proxies and ballots, and the acceptance or rejection of votes; and (iv} SUCII inspectors shall certify the results of all)-such votes. 1111IRTHER RFSOIAT'D, that the Board hereby authorizes the Chair of the Annual Meeting to appoint all alternate inspector or inspectors of election in the event of the absence or inability Of any appointed inspector of election to perforrn its functions at the lnnual Meeting. FURTI 111,11 R1"SOJ IN"FD' that, In connection vvith the Annual I\Icctiiig and for purposes of the proxy tco be mailed to stockholders, the Board hereby designates Matthcvvj. Flannery, Jessica's`. Graziano and joli L. Gross or any Of them as proxies, each with full power Of Substitution, to Vote all shares of tile Company that the appointing stockholders are entitled to vote at the Annual Meeting. Director Nominees Wl IFREAS, based on tile recommendation of the N&CG) Con-mil tree, having met on jantjiry° 23, 2020, the Board hereby' Unanirrioush-adopts the follmv-Ing rcsolut1011s: RES(MAT'D, that the following individuals be norninated for election to the Board, and be considered for such election at the Company's 2020 Annual Meeting of Stockholders,each toy scive for a term of One veat, concluding upon the 2021 `\11FILIal Meeting of Stockholders: _Nosh Alvarez, Marc Bruno, Matthew I'larinCIV, Bobby Griffin, Kirn I larrisjones,,Terri KCIIV, Michael 1 rieeland, Gracia Martore, Filippo Pas-scrim, Donald Roof, and Shlv Singh (collectively, the"Norninees"). I'URT1 IFIR RI"SOINI'11), that the proper officers of the Company be, and each of them hereby is, authorized and empowered,in the rianic and on behalf of the Company I to SLIbuln or cause the submission of the Norninces before the stockholders of the Company for election at the Annual Meeting. BOM-d of Dircctors Janaar'r 23,2020 Page 2 of 6 FUIU11 11'R RFSOINIJ), that the Board hereby-reconin-lends that the stockholders of the Cornpany elect the Nominees to serve as the directors of the Company to serve until their successors have been duly elected and qualified. Board and Committee Independence W11HRFAS, based on the recornt-riendation of the N&CG, Committee, having met on janual-1, 23, 2020, the Board hereby unanimously adopts the following resolutions: that each of the following individuals, and in fill] consideration of anw� Matter determined not to impair the independence of such individuals, is hereby determined to be independent under the rule,., of the New York Stock Fxchange (the "NYSE.") and the independence standards adopted by the Company: joss Alvarez, Marc Bruno, Bobbv Griffin, Kim Harris Jones, Terni ltiell7, Gracia Martore, Jason Papastavrou, Filippo Passerini, Donald Roof and Shiv Sitigh. f`URTlll,'R RFSOINFI), that each of Ms. Jones, Messrs. Passerini, Roof and Singh and Dr. Papastavrou is independent for pLItj-)OSCS of the rLIlCS Of the SIC with respect to the independence of members of,in Issuer's audit committee. FUlUJIF'R RF"SOINFI), that each of Ms. _Jones, Mr. Roof and Dr. PapastaVrOLI is an "audit committee financial expert"as defined In the rules and regulation,; of the St."(- FURT[IFR RFSOIAT'D, that each of Nls. Jones, Mr. Roof and Dr. Papastavrou has "Iccokinting, or related financial management expertise" as required by- the rules of the NYSF and IS such qualification is interpreted by the Board in its business judgment. FURTHER RFSOIATT), that each of Nls. Jones, Messrs. Passcrim, Roof and Singh and Dr. Papastavrou is "financially literate" as required by the rules of the NYSF,. and as Such qualification is interpreted by the Board in its business judgment. FUR` I IFR RESOLVED, that each Of the current directors and director nominees, Nvith the exception of Messrs. Flannery and Kneeland, is a "Non-Fi-riployee Director" as defined in the rules and regulations of the SFC for purposes of set-vice on the Compensation Committee, Annual Officer Designation Wl 1ERFAS, the_Joint Board has determined it is advisable and in the best interests of the ClOrnpany to elect or re-elect certain individuals as officers of the CIOMpany. NOW, Tl`lFRFFORl:, BF IT RESOLVED, that effective as of January 23, 2020, each of the persons identified in the table below is elected or re-elected as at) officer of the to the position indicated In the table below (and any person not listed in the table that may have previously been elected an officer is removed as at) officer): Executive Officers I`&attliew-1. Flalmerl- President and Chief l`xecutive Officer Jessica T. Graziano 1,-'xecutive Vice President and Chief l"inincial Officer Dale A. Asplund F-,ecutive Vice ] resident— Chief()II-yerating Officer Paul 1. McDonnell Fxecutive Vice President— Chief Corritnercial Officer NXII-d of Dircclor., 'faiwary 23,2020 Page 3 of 6 Craig i . Pintoff I`xecLitive \'ice ])resident —Chief.Administrative and Legal Officer jeffreyj. Fenton Senior Vice President—BLisiricss Development Andrew B—Limoges Vice President, Controller and Principal Accounting Officer Non-Exectitive Officers Jason. C. Barba Vice])resident—Carolinas Region Torner Barkan Vice President—Planning and Analysis Robert C. Bower Vice President—Pacific West Region Chm; A. BUrlog Vice President—Midwest Region Christopher P. Carniolingo Vice President, Seivice Operations Gregg L. Christensen Vice President—National Accounts Michael G. Cloer Senior Vice President—Operations Michael D. Durand Senior Vice President—Operations .1 ohn J. Fahey Vice [)resident—Internal ALidit -John "Scott" Fisher Vice President—Western Canada Region j(J1,111.1all 1). Flores Vice President—Tools and Industrial Solutions Colin Fox Assistant Treasurer William "Ted" Grace Vice President—Investor Relations I Joiner"Ned" Graham Vice ])resident—Operations 1"xccllcnc e oli I.. Gross Senior Vice President, General Counsel and Coiporate Secretary Todd M. I layes Vice President—Trench Safety Region Daniel"I'. I liggins Vice ])resident—Chief Information Officer David A. I lobbs Vice President—Safety and Fmployee Experictice Mitclicli.j. I lolder Vice President—Totai Rewards Christopher K. I IL111111ACI Senior Vice President, Chief Marketing Officer j(J1111j, lftllnpllrCy' Vice President—Nfid-Atlantic Region Thomas 1). )canes Vice President—Onsite Sen ices William A. Kiker Vice President— PLIMP S01116011S ,John 'T,''ddle" King Vice President —Gulf South RCgion Brent 1�. Kuchynka Vice ]"resident— Cotporate fleet Management Anthonv S. Leopold Vice President—Marker Development 1 1 Malionev Vice President—Supply Chain Donald "Chad" f latter Vice ]'resident—Industrial Region Gordon McDonald Vice President—Managed Services Jeffrey S. McGinnis, Vice President— SOUtli Region Kenneth B. Nlettel Senior Vice President—Performance AnalvtIcs frene Moshouris Senior Vice President,Treasurer Kevin NI. O'Brien Vice President—Mid Central Region Kevin C. Parr Senior Vice President—Operations joseph W. Pledger Vice President — Finance Operations Nicholas N1. Roberts Vice President—Southeast lZegiOn Allcii.j. Roberts III Assistant Secretary Michael Sala Global Tax Director Craig A. Schmidt Vice President—Northeast 1Cegion David C. Scott Senior Vice ])resident—Specialty OperatiOlis Daniel C. Sparks Vice President—Sales Operation and Support Norton "Norrv—Turner fir. Senior Vice President—Services and Advanced Solutions Jurgen M. Verschoor Vice President and Managing Director—Eurol-x .Alison NI. Walsh Assistant Secretiry Larq K. Worthington.jr. Vice President—Power I IVAC Region Board Of DifL'Chff,; 1311LIary 23,2020 Page -14 6 Michael L. Zea Vice President —Strategy 1,'t:7R'ff I I'R MI'SOLVI'D, that the appointment and identification of Executive Officers above is also intended to serve as the Corripany's identification of its Executive Officers for purposes of Item 401(b) of Regulation S-K adopted by the SF,C, but that the Appointment and identification of Non-l."XCCLItIve Officers above is not intended to serve as ariv identification of the Company's Officers for purposes of RUIC 16a-1(f) tinder the Securities F'xcharige Act of 1934. I I..)raft Press Release. Members of the Board and n-lariagcnicrit diSCLISScd the draft press release that had been ill("ILided in the pre-read materials. Aniong other things, Mr. Grace answered questions around the current conscnSLIS of the analysts covering the Company, as well as his thoughts on possible reactions of analysts and investors with respect to the upcoming 2019 earnings release and 202(..) guidance. Mr. Roof recommended further discussion -around the press release during the Audit Corrin-littee meeting, scheduled for 28, 2020 4 Capital Allocation DISCUSSIon. Nils. (,;raziano led a discussion covering the capital allocation materials included with the pre-read materials. She noted they- were the same materials that had been shared with the Board at its j,"InUary 7, 2020 meeting and that they were being circulated in case the Board had anN CILICStIMIS with respect to the new share repurchase program being proposed by management. Ms. Gross advised the Board that management was not seeking approval for the tiex repurchase program at this meeting and that instead, ant, such approval would be sought as Dart of a unanimous written consent to be circulated to the Board triernt)ers for review and approval following the Audit Corninittee meeting orijanUary 28,2020, Mr. Kneeland thanked N[ses. Graziano and Gross and Mr. (,race and CXCLIscd then) from the meeting. The Board and Mr. Pintoff then met In In executive session. 5. LIXeCLItiVe Session. Members of the Board and Mr. Pititoff had a discussion with respect to Project I lydra. At the end of the discussion, Mr. Kneeland excused Nlessrs. Flannery and 1"intoff and the Board met privatcly. I3Ci7C I)Cit�g M) f0rilier business, the meeting was adjourned at approximately 5:30 p.im EST. N ichae Kneeland Chairman jolt ("t6s""Corporatc Secretary BOM'd of Directors January 23,2020 Page 5 of 6