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): December 7,
2017
General Finance Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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001-32845
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32-0163571
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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39 East Union Street
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Pasadena, California
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91103
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(Address of Principal Executive Offices)
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(Zip Code)
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(626) 584-9722
(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):
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☐
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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EXPLANATORY NOTES
Certain References
References to “we,” “us,”
“our” or the “Company” refer to General
Finance Corporation, a Delaware corporation (“GFN”),
and its consolidated subsidiaries. These subsidiaries
include GFN U.S. Australasia Holdings, Inc., a Delaware corporation
(“GFN U.S.”); GFN Insurance Corporation, an Arizona
corporation (“GFNI”); GFN North America Leasing
Corporation, a Delaware corporation (“GFNNA Leasing”);
GFN North America Corp., a Delaware corporation
(“GFNNA”); GFN Realty Company, LLC, a Delaware limited
liability company (“GFNRC”); GFN Manufacturing Corporation, a Delaware
corporation (“GFNMC”), and its subsidiary, Southern
Frac, LLC, a Texas limited liability company (collectively
“Southern Frac”); Pac-Van, Inc., an Indiana
corporation, and its Canadian subsidiary, PV Acquisition Corp., an Alberta corporation
(collectively “Pac-Van”); and Lone Star Tank Rental
Inc., a Delaware corporation (“Lone Star”); GFN
Asia Pacific Holdings Pty Ltd, an Australian corporation
(“GFNAPH”), and its subsidiaries, GFN Asia Pacific
Finance Pty Ltd, an Australian corporation (“GFNAPF”),
Royal Wolf Holdings Limited, an Australian corporation
(“RWH”), and its Australian and New Zealand
subsidiaries (collectively, “Royal Wolf”).
TABLE OF CONTENTS
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Page
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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1
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i
Item 5.07. Submission of Matters to a Vote of Security
Holders
The
annual meeting of stockholders of the Company was held on December
7, 2017 in Pasadena, California. Stockholders of record at the
close of business on October 10, 2017 were entitled to one vote for
each share of common stock held. On October 10, 2017, there were
26,620,188 shares of common stock outstanding.
At
the annual meeting, the stockholders of the Company voted on the
following proposals:
1. Proposal
1. To elect three Class B directors to serve for terms of three
years each and to elect one Class A director to serve for a term of
two years, in each case until their respective successors are
elected and qualified. The nominees for director were elected by a
vote of the stockholders as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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Douglas B. Trussler (two-year term)
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11,316,351
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30,736
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2,926
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11,083,265
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Susan L. Harris (three-year term)
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11,279,792
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67,295
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2,926
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11,083,265
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James B. Roszak (three-year term)
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11,274,392
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62,995
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12,626
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11,083,265
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Jody E. Miller (three-year term)
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11,319,951
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27,136
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2,926
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11,083,265
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2. Proposal
2. Ratification of the selection of Crowe Horwath LLP as the
Company’s independent registered public accounting firm for
the fiscal year ending June 30, 2018. The proposal was approved by
a vote of stockholders as follows:
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For
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22,424,117
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Against
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12
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Abstain
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9,149
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3. Proposal
3. Amendment to the 2014 Amended and Restated Stock Incentive Plan
to increase the number of shares reserved for issuance thereunder
by 1,000,000 shares. The proposal was approved by a vote of
stockholders as follows:
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For
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9,132,084
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Against
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2,197,175
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Abstain
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20,754
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Broker
non-votes
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11,083,265
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1
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.
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GENERAL FINANCE CORPORATION
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Dated: December 7, 2017
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By:
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/s/ CHRISTOPHER A. WILSON
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Christopher A. Wilson
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General Counsel, Vice President and Secretary
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