hri-20240516

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 16, 2024

HERC HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware

001-33139

20-3530539

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S Employer Identification No.)

27500 Riverview Center Blvd.

Bonita Springs, Florida 34134

(Address of principal executive offices and zip code)

(239) 301-1000

(Registrant's telephone number,

including area code)

N/A

(Former name or former address, if

changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common Stock, par value $0.01 per share

HRI

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

The Company held its 2024 Annual Meeting of Stockholders on May 16, 2024. Matters submitted to a vote of the stockholders at that meeting and the final voting results with respect to each matter are set forth below:

1.Election of Directors. The eight director nominees identified below were elected to serve for a one-year term expiring at the 2025 Annual Meeting of Stockholders. Voting results were as follows:


	For	Against	Abstain	Broker Non-Votes
Patrick D. Campbell	23,564,519	2,142,821	11,216	1,218,845
Lawrence H. Silber	25,550,953	156,401	11,202	1,218,845
James H. Browning	25,626,809	80,543	11,204	1,218,845
Shari L. Burgess	25,660,403	47,175	10,978	1,218,845
Lorin Crenshaw	25,600,050	107,450	11,056	1,218,845
Jean K. Holley	25,337,076	368,741	12,739	1,218,845
Michael A. Kelly	25,170,583	534,997	12,976	1,218,845
Rakesh Sachdev	24,309,732	1,397,132	11,692	1,218,845

2.Advisory Vote on Executive Compensation. Stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, with the following vote:


For	Against	Abstain	Broker Non-Votes
25,381,609	304,734	32,213	1,218,845

3.Ratification of the Selection of Independent Public Accountants. Stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024, with the following vote:


For	Against	Abstain	Broker Non-Votes
26,766,391	151,953	19,057	0

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			HERC HOLDINGS INC.
			(Registrant)


			By:			/s/ S. Wade Sheek
			Name:			S. Wade Sheek
			Title:			Senior Vice President, Chief Legal Officer and Secretary

Date: May 21, 2024

Herc Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders