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): June 8, 2016
McGRATH RENTCORP
(Exact name of registrant as specified in its Charter)
California
(State or other jurisdiction of incorporation)
| 0-13292 | 94-2579843 | |
| (Commission File Number) | (I.R.S. Employee Identification No.) |
5700 Las Positas Road, Livermore, CA 94551-7800
(Address of principal executive offices)
(925) 606-9200
(Registrant’s Telephone Number, Including Area Code)
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 (see General Instruction A.2. below):
| ¨ | 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)) |
1
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 8, 2016, McGrath RentCorp (the “Company”) held its 2016 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the following proposals were voted on by the Company’s shareholders and the voting results are set forth below. The proposals are described in detail in the proxy statement for the Annual Meeting that the Company filed with the Securities and Exchange Commission on April 29, 2016.
Proposal 1. Election of Directors.
| Name of Nominee |
Votes For | Votes Withheld | Broker Non-Votes | |||
| William J. Dawson |
20,298,455 | 232,088 | 2,448,121 | |||
| Elizabeth A. Fetter |
20,306,493 | 224,050 | 2,448,121 | |||
| Robert C. Hood |
20,278,506 | 252,037 | 2,448,121 | |||
| Dennis C. Kakures |
20,302,435 | 228,108 | 2,448,121 | |||
| M. Richard Smith |
20,287,394 | 243,149 | 2,448,121 | |||
| Dennis P. Stradford |
20,279,358 | 251,185 | 2,448,121 | |||
| Ronald H. Zech |
19,888,642 | 641,901 | 2,448,121 | |||
Proposal 2. Approve the amendment and restatement of the 2007 Stock Incentive Plan as the 2016 Stock Incentive Plan (the “2016 Plan”) and to: (i) increase the number of authorized shares of the Company’s Common Stock issuable under the 2016 Plan by 2,000,000 shares; (ii) re-approve the Internal Revenue Code Section 162(m) performance criteria and award limits; (iii) set minimum vesting periods for certain awards; (iv) set annual limits on the grant date fair value of awards to our non-employee directors; and (v) extend the term of the 2016 Plan for ten years from the date of shareholder approval.
| Votes For |
Votes Against | Abstain | Broker Non-Votes | |||
| 16,181,412 |
4,311,013 | 38,118 | 2,448,121 |
Proposal 3. Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2016.
| Votes For |
Votes Against | Abstain | Broker Non-Votes | |||
| 22,904,704 |
59,115 | 14,845 | None |
Proposal 4. Non-binding, advisory vote on the compensation of the Company’s named executive officers.
| Votes For |
Votes Against | Abstain | Broker Non-Votes | |||
| 18,092,666 |
2,395,613 | 42,264 | 2,448,121 |
2
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.
| McGRATH RENTCORP | ||||||
| Dated: June 14, 2016 | ||||||
| By: | /s/ Randle F. Rose | |||||
| Randle F. Rose | ||||||
| Senior Vice President, Chief Administrative Officer and Secretary | ||||||
3