8-K



 
 
 
 
 
 
 
 
 
 
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) October 16, 2015 (October 15, 2015)

HERTZ GLOBAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

DELAWARE
 
001-33139
 
20-3530539
(State of incorporation)
 
(Commission File Number)
 
(I.R.S Employer Identification No.)
 
 
 
 
 
 
 
999 Vanderbilt Beach Road, 3rd Floor
 
 
 
 
Naples, Florida 34108
 
 
 
 
(Address of principal executive offices, including zip code)
 
 
 
 
 
 
 
 
 
(239) 552-5800
 
 
 
 
(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:
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 


 
 
 
 
 
 
 
 
 
 
















Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)
On October 15, 2015, Hertz Global Holdings, Inc. (the “Company”) held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”).
 
(b)
The final voting results for each matter submitted to a vote of stockholders at the Annual Meeting are set forth below.
(i) The following directors were elected at the Annual Meeting and the voting for each director was as follows:

Nominee
  
For
  
Against
  
Abstain
  
Broker Non-Votes
Carl T. Berquist
 
239,267,350
 
137,623,477
 
431,509
 
34,221,515
Henry R. Keizer
  
373,842,340
 
3,049,478
 
430,518
 
34,221,515
Michael F. Koehler
  
254,561,063
 
122,328,553
 
432,720
 
34,221,515
Linda Fayne Levinson
 
319,301,115
 
57,211,283
 
809,938
 
34,221,515
John P. Tague
 
373,906,075
 
2,986,375
 
429,886
 
34,221,515

(ii) The named executive officers’ compensation was approved on an advisory basis by the following vote:
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
369,323,531
 
6,191,613
 
1,807,192
 
34,221,515

(iii) The re-approval of the material terms of the performance objectives under the Company’s 2008 Omnibus Plan was approved by the following vote:

 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
371,042,342
 
5,843,642
 
436,352
 
34,221,515

(iv) The ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year 2015 was approved by the following vote:

 
For
 
Against
 
Abstain
 
 
 
403,162,777
 
7,354,162
 
1,026,912
 
 

(v) The shareholder proposal on a policy regarding accelerated vesting of equity awards of senior executives upon a change in control failed by the following vote:

 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
88,571,664
 
249,011,030
 
39,739,642
 
34,221,515
 




 SIGNATURE

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

 
(Registrant)
 
 
 
 
 
 
Date:  October 16, 2015
By:
/s/ Thomas C. Kennedy
 
Name:
Thomas C. Kennedy
 
Title:
Senior Executive Vice President and
Chief Financial Officer