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Home My WebLink AboutSWA000079_URI Board Minutes (01.23.2020) - executed_20201223Minutes 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 "Company" or "URI") was held on January 23, 2020, following notice to each of the directors. The following directors participated in the meeting: Michael Kneeland, chairman; Bobby Griffin, lead independent director; Matt Flannery, president, chief executive officer and director; Jose Alvarez; Marc Bruno; Kim Harris Jones; Terri Kelly; Gracia Martore; Jason Papastavrou; Filippo Passerini; Don Roof and Shiv Singh. The following Company employees were invited to join the meeting: Jessica Graziano, executive vice president and chief financial officer; Craig Pintoff, executive vice president, chief administrative and legal officer; Joh Gross, senior vice president, general counsel and corporate secretary; and Ted Grace, vice president, investor relations. The meeting was called to order at approximately 4:30 p.m. EST. Mr. Kneeland, chairman of the Board, presided at the meeting and Ms. Gross was appointed secretary to record minutes. A number of presentations and reports were made as described below. These presentations and reports were discussed and questions were asked and answered. As part of his introductory remarks, Mr. Kneeland thanked those present for joining the call. 1. Minutes. Ms. 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 unanimously adopted the following resolution: RESOLVED, 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 Exhibit A, and instructs Ms. Gross to enter the minutes of such meetings into the corporate records of the Company. 2. Annual Housekeeping; Resolutions. Ms. Gross led a discussion covering the draft annual "housekeeping" 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 Corporate Governance Committee ("N&CG Committee") held earlier in the day and that the N&CG Committee had recommended such resolutions to the Board for its approval. Following discussion, the Board resolved as follows: Annual Meeting of Stockholders: Proxy Materials WHEREAS, based on the recommendation of the N&CG Committee, having met on January 23, 2020, the Board hereby unanimously adopts the following resolutions: RESOLVED, that the 2020 Annual Meeting of Stockholders for United Rentals, Inc. (the "Annual Meeting') shall be held on May 7, 2020, at such time and place as shall be determined by the proper officers of the Company. FURTHER RESOLVED, that the record date for the Annual Meeting shall be March 10, 2020, Board of Directors January 23, 2020 Page 1 of 6 FURTHER RESOLVED, that the Board hereby authorizes and directs the proper officers of the Company to prepare and file with the Securities and Exchange Commission (the "SEC'S a prosy statement ("Proxy Statement") to be distributed to stockholders in connection with the Annual Meeting, including the filing of any preliminary proxy materials with the SEC, if applicable, which Proxy Statement shall comply with Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), a draft of which shall be provided to the Board for approval prior to its distribution to stockholders. FURTHER RESOLVED, that the Board hereby authorizes and directs the proper officers of the Company to designate one or more prosy solicitation agents for the Company in connection with the Annual Meeting. FURTHER 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 the examination of any stockholder for any purposes relevant to the Annual Meeting during ordinary business hours from ten business days after the Record Date at such place as the Secretary (or the Assistant Secretary, as the case may be) of the Company deems necessary or advisable, and further to arrange that such list shall be produced and kept at the Annual Meeting for examination by any stockholder who is present. FURTHER RESOLVED, that: (i) the Board hereby authorizes and directs the proper officers of the Company 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 the discharge of their duties, shall be duly 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 on questions pertaining to the qualification of votes, the validity of proxies and ballots, and the acceptance or rejection of votes; and (iv) such inspectors shall certify the results of any such votes. FURTHER RESOLVED, that the Board hereby authorizes the Chair of the Annual Meeting to appoint an alternate inspector or inspectors of election in the event of the absence or inability of any appointed inspector of election to perform its functions at the Annual Meeting. FURTHER RESOLVED, that, in connection with the Annual Meeting and for purposes of the proxy to be mailed to stockholders, the Board hereby designates Matthew J. Flannery, Jessica T. Graziano and Joh L. Gross or any of them as proxies, each with full power of substitution, to vote all shares of the Company that the appointing stockholders are entitled to vote at the Annual Meeting. Director Nominees WHEREAS, based on the recommendation of the N&CG Committee, having met on January 23, 2020, the Board hereby unanimously adopts the following resolutions: RESOLVED, that the following individuals be nonunated for election to the Board, and be considered for such election at the Company's 2020 Annual Meeting of Stockholders, each to serve for a term of one year, concluding upon the 2021 Annual Meeting of Stockholders: Jose Alvarez, Marc Bruno, Matthew Flannery, Bobby Griffin, Kim Harris Jones, Terri Kelly, Michael Kneeland, Gracia Martore, Filippo Passerini, Donald Roof, and Shiv Singh (collectively, the "Nominees"). FURTHER RESOLVED, that the proper officers of the Company be, and each of them hereby is, authorized and empowered, in the name and on behalf of the Company, to submit or cause the submission of the Nominees before the stockholders of the Company for election at the Annual Meeting. Board of Directors January 23, 2020 Pagc2of6 FURTHER RESOLVED, that the Board hereby recommends that the stockholders of the Company- 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 WHEREAS, based on the recommendation of the N&CG Committee, having met on January 23, 2020, the Board hereby unanimously adopts the following resolutions: RESOLVED, that each of the following individuals, and in full consideration of any matter determined not to impair the independence of such individuals, is hereby determined to be independent under the rules of the New York Stock Exchange (the "NYSE") and the independence standards adopted by the Company: Jose Alvarez, Marc Bruno, Bobby Griffin, Kim Harris Jones, Terri Kelly, Gracia Martore, Jason Papastavrou, Filippo Passerini, Donald Roof and Shiv Singh. FURTHER RESOLVED, that each of Ms. Jones, Messrs. Passerini, Roof and Singh and Dr. Papastavrou is independent for purposes of the rules of the SEC with respect to the independence of members of an issuer's audit committee. FURTHER RESOLVED, that each of Ms. Jones, Mr. Roof and Dr. Papastavrou is an "audit committee financial expert" as defined in the rules and regulations of the SEC. FURTHER RESOLVED, that each of Ms. Jones, Mr. Roof and Dr. Papastavrou has "accounting or related financial management expertise" as required by the rules of the NYSE and as such qualification is interpreted by the Board in its business judgment. FURTHER RESOLVED, that each of Ms. Jones, Messrs. Passerini, Roof and Singh and Dr. Papastavrou is "Financially literate" as required by the rules of the NYSE and as such qualification is interpreted by the Board in its business judgment. FURTHER RESOLVED, that each of the current directors and director nominees, with the exception of Messrs. Flannery and Kneeland, is a "Non -Employee Director" as defined in the rules and regulations of the SEC for purposes of service on the Compensation Committee. Annual Officer Designation WHEREAS, the Joint Board has determined it is advisable and in the best interests of the Company to elect or re-elect certain individuals as officers of the Company. NOW, THEREFORE, BE IT RESOLVED, that effective as of January 23, 2020, each of the persons identified in the table below is elected or re-elected as an officer of the Company 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 an officer): Executive Officers Matthew J. Flannery President and Chief Executive Officer Jessica T. Graziano Executive Vice President and Chief Financial Officer Dale A. Asplund Executive Vice President — Chief Operating Officer Paul I. McDonnell Executive Vice President — Chief Commercial Officer Board of Directors January 23, 2020 Page 3 of 6 Craig A. Pintoff Executive Vice President — Chief Administrative and Legal Officer Jeffrey J. Fenton Senior Vice President — Business Development Andrew B. Limoges Vice President, Controller and Principal Accounting Officer Non -Executive Officers Jason C. Barba Vice President — Carolinas Region Tomer Barkan Vice President — Planning and Analysis Robert C. Bower Vice President — Pacific West Region Chris A. Burlog Vice President — Midwest Region Christopher P. Carmolingo Vice President, Service Operations Gregg L. Christensen Vice President — National Accounts Michael G. Cloer Senior Vice President — Operations Michael D. Durand Senior Vice President — Operations John J. Fahey Vice President — Internal Audit John "Scott" Fisher Vice President — Western Canada Region Joshuah P. Flores Vice President — Tools and Industrial Solutions Cohn Fox Assistant Treasurer kvvlilliam "Ted" Grace Vice President — Investor Relations Homer "Ned" Graham Vice President — Operations Excellence Joli L. Gross Senior Vice President, General Counsel and Corporate Secretary Todd M. Hayes Vice President — Trench Safety Region Daniel T. Higgins Vice President — Chief Information Officer David A. Hobbs Vice President — Safety and Employee Experience MitchellJ. Holder Vice President — Total Rewards Christopher K. Hummel Senior Vice President, Chief Marketing Officer John J. Humphrey Vice President —Mid-Atlantic Region Thomas P. Jones Vice President — Onsite Services William A. Kiker Vice President — Pump Solutions John "Eddie" King Vice President — Gulf South Region Brent R. Kuchynka Vice President — Corporate Fleet Management Anthony S. Leopold Vice President — Market Development Ty "TJ" Mahoney Vice President — Supply Chain Donald "Chad" Matter Vice President — Industrial Region Gordon McDonald Vice President — Managed Services Jeffrey S. McGinnis Vice President — South Region Kenneth B. Mettel Senior Vice President — Performance Analytics Irene Moshouris Senior Vice President, Treasurer Kevin M. O'Brien Vice President — Mid Central Region Kevin C. Parr Senior Vice President — Operations Joseph W. Pledger Vice President— Finance Operations Nicholas M. Roberts Vice President — Southeast Region Allen J. Roberts III Assistant Secretary Michael Sala Global Tax Director Craig A. Schmidt Vice President — Northeast Region David C. Scott Senior Vice President — Specialty Operations Daniel C. Sparks Vice President — Sales Operation and Support Norton "Norty" Turner Jr. Senior Vice President — Services and Advanced Solutions Jurgen M. Verschoor Vice President and Managing Director — Europe Alison M. Walsh Assistant Secretary Larry K. Worthington Jr. Vice President — Power HVAC Region Board of Directors January 23, 2020 Page 4 of 6 Michael L. Zea Vice President — Strategy FURTHER RESOLVED, that the appointment and identification of Executive Officers above is also intended to serve as the Company's identification of its Executive Officers for purposes of Item 401(b) of Regulation S-K adopted by the SEC, but that the appointment and identification of Non -Executive Officers above is not intended to serve as any identification of the Company's Officers for purposes of Rule 16a-1(f) under the Securities Exchange Act of 1934. 3. Draft Press Release. Members of the Board and management discussed the draft press release that had been included in the pre -read materials. Among other things, Mr. Grace answered questions around the current consensus 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 2020 guidance. Mr. Roof recommended further discussion around the press release during the Audit Committee meeting scheduled for January 28, 2020. 4. Capital Allocation Discussion. Ms. Graziano 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 January 7, 2020 meeting and that they were being circulated in case the Board had any questions 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 new repurchase program at this meeting and that instead, any such approval would be sought as part of a unanimous written consent to be circulated to the Board members for review and approval following the Audit Committee meeting on January 28, 2020. Mr. Kneeland thanked Mses. Graziano and Gross and Mr. Grace and excused them from the meeting. The Board and Mr. Pintoff then met in an executive session. 5. Executive Session. Members of the Board and Mr. Pintoff had a discussion with respect to Project Hydra. At the end of the discussion, Mr. Kneeland excused Messrs. Flannery and Pintoff and the Board met privately. rv�l ee bei g no further business, the meeting was adjourned at approximately 5:30 p.m. EST. Chairman Joli (5ko`sr,Corporate Secretary Board of Directors January 23, 2020 Page 5 of 6