UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

 

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Notice of
Annual Meeting
of Stockholders
and Proxy
Statement
May 14, 2014

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Hertz Global Holdings, Inc.
999 Vanderbilt Beach Rd.
Naples, FL 34108

April [•], 2014

Dear Stockholder:

You are cordially invited to attend our annual meeting of stockholders to be held at 10:30 a.m. (Naples time) on Wednesday, May 14, 2014, at The Ritz Carlton, Naples, 280 Vanderbilt Beach Rd., Naples, Florida 34108.

Your vote is important. Please vote as promptly as possible. Whether you plan to attend the annual meeting or not, you may vote by following the instructions set forth in the this proxy statement or as set forth in the proxy card. If you attend the annual meeting, you may vote in person.

Registration and seating will begin at 10:00 a.m. (Naples time). In order to be admitted to the annual meeting, a stockholder must present proof of stock ownership as of the close of business on the record date, March 21, 2014, which can be a proxy card or a brokerage statement reflecting stock ownership as of March 21, 2014. Stockholders will be asked to sign an admittance card and must also present a form of photo identification such as a driver's license. Cameras and recording devices will not be permitted at the annual meeting.

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OF HERTZ GLOBAL HOLDINGS, INC.

The Board of Directors of the Corporation recommends a vote FOR each of Proposals 1-5.

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IMPORTANT INFORMATION ABOUT ANNUAL
MEETING AND PROXY PROCEDURES

The Board of Directors of Hertz Global Holdings, Inc. is soliciting proxies to be used at the annual meeting of stockholders to be held on Wednesday, May 14, 2014, beginning at 10:30 a.m. (Naples time) at The Ritz Carlton, Naples, 280 Vanderbilt Beach Rd., Naples, Florida 34108. This proxy statement and accompanying materials were filed with the Securities and Exchange Commission (the "SEC") on April [•], 2014, and we expect to first send the proxy statement and annual report to stockholders on April [•], 2014.

Unless the context otherwise requires, in this proxy statement (i) the "Corporation" means Hertz Global Holdings, Inc., (ii) "Hertz" means The Hertz Corporation, our primary operating company and a direct wholly-owned subsidiary of Hertz Investors, Inc., which is wholly owned by the Corporation, (iii) "we," "us" and "our" mean the Corporation and its consolidated subsidiaries, (iv) "our Board" or "the Board" means the Board of Directors of the Corporation and (v) "our common stock" means the common stock of the Corporation.

Purpose of the Annual Meeting

At the annual meeting, stockholders will act upon the matters set forth below, including:

1.

Election of the three nominees identified in this proxy statement to serve as directors for three-year terms;



2.

Approval, by a non-binding advisory vote, of the named executive officers' compensation;



3.

Approval of an amendment to our amended and restated certificate of incorporation to provide for the annual election of directors;



4.

Approval of a potential amendment to our amended and restated certificate of incorporation to effect a reverse stock split and authorize our board of directors to select the ratio of the reverse stock split as set forth in the amendment;



5.

Ratification of the selection of PricewaterhouseCoopers LLP as the Corporation's independent registered public accounting firm for the year 2014; and



6.

Transaction of any other business that may properly be brought before the annual meeting.

The Corporation's senior management will also present information about the Corporation's performance during 2013 and will answer questions from stockholders.

Stockholders Entitled to Vote at the Annual Meeting

Our Board has established the record date for the annual meeting as March 21, 2014. Only holders of record of the Corporation's common stock at the close of business on the record date are entitled to vote at the annual meeting. On March 21, 2014, the Corporation had 447,693,207 shares of common stock outstanding.

Voting Procedures

If you are a stockholder of record, you may vote as follows:

•

Voting by Internet: Follow the instructions on www.investorvote.com/HTZ

•

Voting by Telephone: Call 1-800-652-8683 and follow the instructions provided by the recorded message

•

Voting by Mail: Complete, sign and date the proxy card included in the printed proxy materials

•

Voting in Person: See the procedures for voting in person below

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Procedures for Attending and Voting at the Annual Meeting

For those stockholders who wish to attend the annual meeting, you will need the following:

•

Admission ticket in your proxy materials

•

Photo Identification

•

Proof of stock ownership

Please note that no cameras or recording devices are allowed at the annual meeting. Seating for the annual meeting starts at 10:00 a.m. (Naples time) and the annual meeting will start at 10:30 a.m. (Naples time).

Voting Options; Quorum

The Board recommends a vote "For" each proposal presented below. Below is a summary of the vote required for adoption of each proposal and the respective effect of abstentions and broker non-votes. For more detailed information, see each respective proposal.

The presence, in person or by proxy, of the holders of a majority of the shares entitled to vote at the annual meeting constitutes a quorum. Abstentions and broker non-votes are counted as present and entitled to vote for purposes of determining a quorum. A broker non-vote occurs when a nominee, such as a broker holding shares in "street name" for a beneficial owner, does not vote on a proposal because that nominee does not have discretionary voting power with respect to a proposal and has not received instructions from the beneficial owner.

If you are a holder of shares held in street name, and you would like to instruct your broker how to vote your shares, you should follow the directions provided by your broker. Under New York Stock Exchange ("NYSE") rules, your broker is permitted to vote on proposal 5 even if it does not receive instructions from you. However, under NYSE rules, your broker does not have discretion to vote on any other proposal if it does not receive instructions from you.

Each share of common stock is entitled to one vote and stockholders do not have the right to cumulate their votes for the election of directors or any other matter. Unless a stockholder gives instructions to the contrary, proxies will be voted in accordance with the Board's recommendations.

Revocation of Proxies

Even if you voted by telephone or on the Internet, or if you requested paper proxy materials and signed

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the proxy card, you may revoke your proxy before it is voted at the annual meeting by delivering a signed revocation letter to J. Jeffrey Zimmerman, Executive Vice President, General Counsel and Secretary. You may also revoke your proxy by submitting a new proxy, dated later than your first proxy, or by a later-dated vote by telephone or on the Internet. If you are attending in person and have previously mailed your proxy card, you may revoke your proxy and vote in person at the annual meeting. Your attendance at the annual meeting will not by itself revoke your proxy. If you are a holder of shares held in street name by your broker and you have previously directed your broker to vote your shares, you should instruct your broker to change or revoke your vote if you wish to do so. If you are a holder of shares held in street name by your broker and wish to cast your vote in person at the annual meeting, you should obtain a proxy to vote your shares from your broker.

Solicitation of Proxies

Proxies may be solicited on behalf of our Board by mail or telephone, on the Internet or in person, and Hertz will pay the solicitation costs on behalf of the Corporation. Georgeson Inc. has been retained by Hertz to facilitate the distribution of proxy materials at a fee of approximately $[•] plus distribution costs and other costs and expenses.

Additional Information

The Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2013 is filed with the SEC and may also be obtained via a link posted on the "Investor Relations" portion of our website, www.hertz.com. Copies of the Form 10-K for the fiscal year ended December 31, 2013, or any exhibits thereto, will be sent within a reasonable time without charge upon written request to Hertz Global Holdings, Inc., 999 Vanderbilt Beach Rd., Naples, Florida, 34108 Attention: Corporate Secretary.

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CORPORATE GOVERNANCE AND GENERAL INFORMATION CONCERNING
THE BOARD AND ITS COMMITTEES

Corporate Governance

Our business is managed under the direction of our Board. Our Board is committed to good corporate governance and promoting the long-term interests of our stockholders by adopting structures, policies and practices which we believe promote responsible oversight of management.

Board Independence

Our Board has determined that all of our directors, other than Mr. Frissora, are "independent" as defined in the federal securities laws and applicable NYSE rules for service on our Board. The standards for determining director independence are specified in Annex A to our Corporate Governance Guidelines.

In recommending to the Board that each of the independent directors be classified as independent, the Nominating and Governance Committee also considered whether there were any facts or circumstances that might impair the independence of each of those directors. In particular, the Nominating and Governance Committee considered that the Corporation in the ordinary course of business provides products and services to and purchases products and services from companies at which some of our directors serve. In each case: (i) the relevant products and services were provided on terms and conditions determined on an arms-length basis and consistent with those provided by or to similarly situated customers and suppliers; (ii) the relevant director did not initiate or negotiate the relevant transaction, each of which was in the ordinary course of business of both companies; and (iii) the aggregate amounts of such purchases and sales were less than 2% of the consolidated gross revenues of each of the Corporation and the other company in each of the years 2013, 2012 and 2011.

Board Meetings and Annual Meeting Attendance

Our Board held 8 meetings in 2013. Each of our directors attended 75% or more of the total number of meetings of our Board held during the period in which he or she was a director and the total number of meetings held by all Board committees on which he or she served. We do not have a policy with regard to directors' attendance at our annual meeting. All of our directors, except for one former director, attended the 2013 annual meeting.

Board Committees

Our Board has four standing committees—the Audit Committee, the Compensation Committee, the Nominating and Governance Committee and the Executive and Finance Committee (the "Finance Committee"). In 2013, we revised our committee structure by assigning (i) the nominating and governance functions held by our former Compensation, Nominating and Governance Committee ("CN&G Committee") to the Nominating and Governance Committee and (ii) the compensation functions held by our former CN&G Committee to the Compensation Committee. We revised our committee structure as a result of the sale of our common stock by certain investment funds associated with Clayton, Dubilier & Rice, LLC, The Carlyle Group and Merrill Lynch & Co., Inc. (the "Sponsors"), our Board's desire for specialized compensation and governance oversight functions and to align our governance structure with similar companies of our size and complexity. In addition to the creation of the separate a separate Compensation Committee and Nominating and Governance Committee, our Board assigned certain financial oversight matters to our Finance Committee.

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Each committee has a written charter and each charter is available without charge on the "Investor Relations—Corporate Governance—Overview" portion of our website, www.hertz.com. Each member of the Audit Committee, Compensation Committee and Nominating and Governance Committee meets the independence and eligibility standards necessary for service on such committee pursuant to relevant securities laws, NYSE rules and our Corporate Governance Guidelines. Our Board has designated each of the four members of our Audit Committee "audit committee financial experts" and each has been determined to be "financially literate" under NYSE rules.

Membership, Meetings and Roles and Responsibilities of the Board Committees

Audit Committee

Compensation Committee

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Nominating and Governance Committee

Finance Committee

Risk Oversight

Risk Oversight—Our Board and Committees

Our Board oversees an enterprise-wide approach to risk management. This approach is designed to improve our long-term performance and enhance stockholder value. A fundamental part of risk management is understanding the risks we face. Also important is management's role in addressing those risks and understanding what level of risk is appropriate for us. Our Board's involvement in setting our business strategy is a key part of its assessment of management's risk threshold and also helps determine an appropriate level of risk for us. The Board participates in an annual enterprise risk management assessment, which is led by the Corporation's Internal Audit Department. The Board assesses enterprise risk management with the input of the report of the Compensation Committee and advisors and members of management. To further assist the Board in carrying out its responsibilities, we appointed Don Serup, our Internal Auditor, as our Chief Risk Officer and J. Jeffrey Zimmerman, our General Counsel, as our Chief Compliance Officer, to oversee risks related to our audit and legal functions, respectively, and provide information to management, the Board and our committees, as necessary.

Various committees of the Board also have responsibility for risk management. The Audit Committee focuses on financial risk, including internal controls, and annually receives a risk assessment and risk management report from the Corporation's Internal Audit Department. The Audit Committee also annually reviews with management our guidelines and policies and the commitment of internal audit resources as they relate to risk management. In addition, the Finance Committee reviews the financial aspects of the Corporation's insurance and risk management policies, and the use of derivatives to hedge risk. As described below, the Compensation Committee strives to create

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compensation incentives that encourage a level of risk-taking behavior consistent with the Corporation's business strategy.

Risk Considerations in our Compensation Program

In 2013, our Compensation Committee conducted its annual review of the risk profile of the Corporation's compensation policies and practices. In connection with this review, the Compensation Committee engaged its independent consultant, Semler Brossy Consulting Group, LLC ("Semler Brossy"), to assist it in analyzing the Corporation's compensation policies and practices and associated compensation risks. Semler Brossy, with the assistance of management, prepared a risk profile assessment of the Corporation's executive compensation policies and practices for executive officers. After its review of these assessments, the Compensation Committee presented the results to the Board in connection with the Board's annual enterprise risk assessment. In addition, the Corporation's management reviewed its compensation plans and practices in 2013 for all employees and presented the findings to the Compensation Committee. Based in part on such reports, the Compensation Committee determined that, for all employees, the Corporation's enterprise-wide compensation policies and practices, in conjunction with the Corporation's existing processes and controls, do not incentivize employees to take unnecessary risks, or pose a material risk to the Corporation, particularly in light of the following factors:

•

our use of different types of compensation programs, such as equity- and cash-based plans, that provide a balance of long- and short-term incentives;

•

our claw-back policies, which allow us in certain circumstances in the event of a financial restatement, to seek the recovery of annual incentive awards, long-term incentive awards, equity-based awards and other performance-based compensation awarded to many of our employees, including all of our senior executives;

•

our use of a variety of financial and strategic performance objectives to help ensure that the Corporation's overall business strategy is properly promoted;

•

our structuring of our compensation programs to include features such as caps on payments, exclusion of certain extraordinary items and institutional approval of amounts paid; and

•

our Corporation's various policies and procedures and Internal Audit Department, all of which provide checks and balances that help us monitor risk and identify when an individual is taking excessive or inappropriate risks.

Stockholder Communications with the Board

Stockholders and other interested parties who wish to contact our directors may send written correspondence to: Hertz Global Holdings, Inc., 999 Vanderbilt Beach Rd., Naples, Florida 34108 Attention: Corporate Secretary.

Communications addressed to directors that discuss business or other matters relevant to the activities of our Board will be preliminarily reviewed by the office of the Corporate Secretary and then distributed either in summary form or by delivering a copy of the communication to the director, or group of directors, to whom they are addressed. With respect to other correspondence received by the Corporation that is addressed to one or more directors, the Board has requested that the following items not be distributed to directors, because they generally fall into the purview of management, rather than the Board: junk mail and mass mailings, product and services complaints, product and services inquiries, résumés and other forms of job inquiries, solicitations for charitable donations, surveys, business solicitations and advertisements.

Director Nominations

The Nominating and Governance Committee will consider director nominees recommended by stockholders. To recommend a qualified person to serve on the Board, a stockholder should write to: Hertz Global Holdings, Inc., 999 Vanderbilt Beach Rd., Naples, Florida 34108, Attention: Corporate Secretary. The written recommendation must be delivered to the Corporate Secretary in accordance with the Corporation's By-laws. This generally means the recommendation must be delivered not fewer

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than 90 days nor more than 120 days prior to the first anniversary of the preceding year's annual meeting. The written recommendation must contain any applicable information set forth in the Corporation's By-laws and the Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee. The Nominating and Governance Committee will consider and evaluate persons recommended by stockholders in the same manner as it considers and evaluates other potential directors.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines containing standards for the Nominating and Governance Committee to determine director qualifications. The Corporate Governance Guidelines provide that the Nominating and Governance Committee, in making recommendations about nominees to the Board, will:

•

review candidates' qualifications for membership on the Board based on the criteria approved by the Board and taking into account the enhanced independence, financial literacy and financial expertise standards that may be required under law or NYSE rules for committee membership purposes;

•

in evaluating current directors for re-nomination to the Board, assess the performance and independence of such directors; and

•

periodically review the composition of the Board in light of the current challenges and needs of the Board and the Corporation, and determine whether it may be appropriate to add or remove individuals after considering issues of judgment, diversity, age, skills, background, experience and independence.

The Corporate Governance Guidelines also contain policies regarding director independence, the mandatory retirement age of directors, simultaneous service on other boards and substantial changes relating to a director's affiliation or position of principal employment. Among other things, the guidelines establish responsibilities for meeting preparation and participation, the evaluation of our financial performance and strategic planning. Copies of our Corporate Governance Guidelines, as well as our written Directors' Code of Business Conduct and Ethics (the "Directors' Code of Conduct") applicable to our Board are available without charge on the "Investor Relations—Corporate Governance—Overview" portion of our website, www.hertz.com.

Director Election Standards

The Corporation maintains a "majority" voting standard for uncontested elections. For a nominee to be elected to our Board, the nominee must receive more "for" than "against" votes. In accordance with our By-laws and Corporate Governance Guidelines, each director has submitted, or upon his or her nomination will submit, a contingent resignation to the Chair of the Nominating and Governance Committee. The resignation will become effective only if the director fails to receive a sufficient number of votes for re-election and the Board accepts the resignation. In the event of a contested director election, a plurality standard will apply.

Chairman, Chief Executive Officer and Independent Lead Director Positions

As indicated in our Corporate Governance Guidelines, the Board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the Chairman and CEO in a manner that is in the best interests of our Corporation. The Board believes that the decision as to who should serve as Chairman and CEO, and whether the offices should be combined or separate, should be assessed periodically by the Board, and that the Board should not be constrained by a rigid policy mandating the structure of such positions. The Board currently believes that the most effective and efficient leadership structure for our Corporation is for Mr. Frissora to serve as both Chairman and CEO. The Board believes that Mr. Frissora possesses the requisite experience, leadership capabilities and judgment to guide both our Corporation and the Board and to manage the particular opportunities and challenges that face us. In addition, the Board considers the terms of Mr. Frissora's employment agreement that provide he will serve as a member of the Board and as Chairman of the Board.

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In order to help ensure strong corporate governance and oversight of our management, our Corporate Governance Guidelines provide that the Board may select a non-management director to serve as a Lead Director. Mr. Tamke, an independent director with substantial business and oversight experience at several different public and private companies, was selected by our Board as our Independent Lead Director. The Independent Lead Director, in consultation with the Chairman and CEO, has responsibility for determining the length and frequency of Board meetings and setting the agenda for such meetings. The Independent Lead Director also sets the agenda for, and chairs, the Board's regularly-scheduled executive sessions in which management (other than Mr. Frissora) does not participate. In addition to the regularly-scheduled executive sessions of the Board that are held once per fiscal quarter without the presence of management (other than Mr. Frissora), our directors held 1 executive session in 2013 where only our independent directors attended. The Independent Lead Director presided to facilitate the discussion. Among other things, the Independent Lead Director coordinates meetings or other communications that a director wishes to initiate with management or employees. The Independent Lead Director, as a current member of the Compensation Committee, also significantly assists in setting our CEO's compensation by conferring with other independent members of the Board regarding our CEO's performance, providing perspective and facilitating our CEO's self-assessment.

Policy on Diversity

The Corporate Governance Guidelines and the Nominating and Governance Committee charter specify that the Nominating and Governance Committee consider a number of factors, including diversity, when evaluating or conducting searches for directors. The Nominating and Governance Committee interprets diversity broadly to mean a variety of opinions, perspectives, personal and professional experiences and backgrounds, such as international and multicultural experience and understanding, as well as other differentiating characteristics, including race, ethnicity and gender.

Implementation and Assessment of Policies Regarding Director Attributes

The Nominating and Governance Committee, when making recommendations to the Board regarding director nominations, assesses the overall performance of the Board, and when re-nominating incumbent Board members or nominating new Board members, evaluates the potential candidate's ability to make a positive contribution to the Board's overall function. The Nominating and Governance Committee considers the actual performance of incumbent Board members over the previous year, as well as whether the Board has an appropriately diverse membership to support our role as one of the world's leading car and equipment rental companies. The particular experience, qualifications, attributes and skills of the potential candidate are assessed by the Nominating and Governance Committee to determine whether the potential candidate possesses the professional and personal experiences and expertise necessary to enhance the Board's mission. After conducting the foregoing analysis the Nominating and Governance Committee makes recommendations to the Board regarding director nominees. In its annual assessment of director nominees, the Nominating and Governance Committee does not take a formulaic approach, but rather considers each prospective nominee's diversity in perspectives, personal and professional experiences and background and ability. In making director nominations, the Nominating and Governance Committee takes into account the overall diversity of the Board and evaluated the Board in light of, among other things, the attributes discussed in "—Policy on Diversity" mentioned above.

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Director Compensation

The Board believes that a significant portion of non-employee director compensation should align director interests with the interests of our stockholders. As a result, our Board has approved the Hertz Global Holdings, Inc. Directors Compensation Policy (the "Director Compensation Policy"), pursuant to which our non-employee directors were entitled to the following compensation:

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The Independent Lead Director receives a $100,000 annual cash retainer. The Corporation does not pay additional fees to directors for attending Board or committee meetings.

•

Cash fees for Board and committee service are payable quarterly in arrears. A director may elect, annually in advance, to receive shares of our common stock having the same fair market value in lieu of such cash fees. A director may elect to receive shares of phantom stock rather than receiving cash fees if the requirements for such deferral are satisfied under applicable tax law. Any director electing to receive phantom shares will receive actual shares of our common stock on the earlier of when the director no longer serves on our Board or a change in control of the Corporation. Any fee that a director elected to defer is credited to the director's stock account and is deemed to be invested in a number of phantom shares equal to the number of shares of common stock that would otherwise have been delivered.

•

The restricted stock units are granted to directors after our annual stockholder meeting and have an equivalent fair market value to such dollar amount on the date of grant. Provided the director is still serving on our Board, these restricted stock units vest on the business day immediately preceding the next annual meeting of stockholders.

•

We also reimburse our directors for reasonable and necessary expenses they incur in performing their duties as directors, and our directors are entitled to free worldwide car rentals. Any non-employee director who serves for at least five years will, after retirement from such service as a director, be eligible for Hertz #1 Club Platinum Card status and free worldwide car rentals up to a maximum of 90 days each year for fifteen years after his or her retirement.

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For services rendered during the year ended December 31, 2013, our non-employee directors received the following compensation:

2013 Non-Employee Director Compensation Table

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PROPOSAL 1: ELECTION OF DIRECTORS

Board Structure

The Corporation currently has eleven directors divided into three classes: four in Class I, three in Class II and four in Class III. The terms of office of the three Class II directors expire at the 2014 annual meeting of stockholders. The eight directors whose terms will continue after the 2014 annual meeting and will expire at the 2015 annual meeting (Class III) or 2016 annual meeting (Class I) are listed after the Class II directors.

Class II Election

The three nominees for election as Class II directors are listed below. If elected, the nominees for election as Class II directors will serve for a term of three years and until their successors are elected and qualify. If for any reason any nominee cannot or will not serve as a director, proxies may be voted for the election of a substitute nominee designated by our Board. The Class II Nominees are as follows:

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Compensation Discussion and Analysis

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Hertz's Commitment to Good Corporate Governance and Pay Practices:
What We Do and What We Don't Do

Named Executive Officers

We refer to the following individuals as our "named executive officers":

•

Mark P. Frissora, who is our Chief Executive Officer ("CEO") and the Chairman of our Board;

•

Elyse Douglas, who was our former Chief Financial Officer ("CFO") until her resignation on October 1, 2013;

•

David J. Rosenberg, who was our interim CFO from October 1, 2013 to December 9, 2013;

•

Thomas C. Kennedy, who became our CFO on December 9, 2013 and is our CFO and Senior Executive Vice President;

•

Scott P. Sider, who is our Group President, Rent-A-Car Americas;

•

Michel Taride, who is our Group President, Rent-A-Car International; and

•

J. Jeffrey Zimmerman, who is our General Counsel, Executive Vice President and Secretary.

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Our Performance and Our Pay for the Chief Executive Officer in 2013

The following tables illustrate the general relationship between the performance of our Corporation, based on three of our performance metrics and the compensation of our CEO from 2011 to 2013. Corporate EBITDA is the central component of our long-term equity incentive program and adjusted pre-tax income and revenue are components of our EICP and impact the price of our common stock and ability to return capital to stockholders.

Financial Performance and CEO Pay

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Note: CEO pay excludes Change in Pension Value and Non-Qualified Deferred Compensation Earnings as reported in the Summary Compensation Table. The components of CEO pay reflect the figures in the Summary Compensation Table and may not reflect realized compensation.

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Determining What We Pay—Role of the Compensation Committee

The Compensation Committee reviews and establishes the compensation program for our senior executives. To assist it in doing so, the Compensation Committee has the authority to retain outside advisors as it deems appropriate. Since July 2008, the Compensation Committee has engaged Semler Brossy as its compensation consultant to provide advice and information. Semler Brossy's responsibilities include:

•

providing recommendations and criteria regarding our Survey Group (as defined below);

•

reviewing and advising on total executive compensation, including salaries, short- and long-term incentive programs and relevant performance goals;

•

advising on industry trends, important legislation and best practices in executive compensation;

•

advising on how to best align pay with performance and with our business needs; and

•

assisting the Compensation Committee with any other matters related to executive compensation arrangements, including senior executive employment agreements.

The Compensation Committee reviews our compensation programs in light of Semler Brossy's recommendations and adjusts compensation as the Compensation Committee sees fit. However, the decisions made by the Compensation Committee are the responsibility of the Compensation Committee, and may reflect factors other than the recommendations and information provided by Semler Brossy. Semler Brossy does not perform any services for the Corporation other than its role as advisor to the Compensation Committee. After taking into account Semler Brossy's (i) absence of significant relationships with management of the Corporation and the members of the Compensation Committee, (ii) internal policies and (iii) other relevant information provided, the Compensation Committee believes that Semler Brossy's work did not raise any conflicts of interest and Semler Brossy is independent.

In determining the appropriate levels of our compensation programs, our CEO provides input to the Compensation Committee on topics that he believes are important, such as the appropriate salary for senior executives (other than himself), performance criteria, numerical performance goals and appropriate target performance levels. As part of this process, our CEO obtains data from and has discussions with our Chief Human Resources Officer. Our CEO conducts performance reviews with respect to the other senior executives of the Corporation, the results of which may affect our senior executives' salaries and annual bonus levels. In addition, the Independent Lead Director, who is a member of the Compensation Committee, regularly discusses with the Chair of the Compensation Committee various aspects of the CEO's performance and his compensation. The Independent Lead Director also confers with other independent members of the Board and members of the Compensation Committee as part of the process of setting our CEO's compensation. Our Compensation Committee may give weight to our CEO's input in its discretion, but in all cases, the final determinations over compensation reside with the Compensation Committee or, if requested by the Board, in the case of our CEO, with the independent members of our Board.

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Determining What We Pay—Elements of our Compensation Programs

Compensation Elements—Pay Mix

We designed our compensation programs so that a significant portion of our senior executives' pay is in the form of performance-based cash and equity compensation. The charts below illustrate that, for our CEO, 80.9% of his total compensation is directly influenced by our Corporation's financial and operating performance and for the average of the other named executive officers, 70.1% of their compensation is directly influenced by our Corporation's financial and operating performance.

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Note: CEO and NEO pay excludes Change in Pension Value and Non-Qualified Deferred Compensation Earnings as reported in the Summary Compensation Table. Only NEOs who were employed for the entire 2013 fiscal year are contained in the above chart.

Determining What We Pay—Survey Group

When determining our compensation programs, we compare the compensation for our senior executives to the compensation of comparable positions at a group of companies (the "Survey Group"). The Compensation Committee selected the Survey Group in consultation with Semler Brossy. Because the number of our direct industry competitors in the global market is limited, we do not limit the Survey Group to our direct competitors, but also include similarly-sized companies that are in the consumer discretionary (excluding media companies), consumer staples and industrials (excluding capital goods companies) sectors. These industries were selected because successful companies within these industries frequently bear substantial similarities to the Corporation's business model, insofar as they (i) are asset-intensive, (ii) require frequent customer contact and (iii) involve the need to maintain favorable brand recognition. The companies in the Survey Group had annual revenues of approximately $5 to $20 billion, as compared to the Corporation's 2013 revenue of $10.8 billion. We include a relatively large number (45) of companies in the Survey Group, in part because we believe that

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doing so helps to reduce the influence of outliers. Of the 45 companies in the Survey Group, 43 were in the 2012 Survey Group. The following are the companies that comprised our Survey Group in 2013:

When making compensation decisions for our senior executives, our management and our Compensation Committee consider the compensation levels of the Survey Group, as well as industry factors, general business developments, corporate, business unit and individual performance and our overall "pay for performance" compensation philosophy. We typically review the salaries, annual bonus levels and long-term equity awards of our named executive officers and other senior executives every 12 months, and we periodically (but not on a set schedule) review the other elements of their compensation.

Determining What We Pay—Response to Advisory Vote on Executive Compensation

In 2013, our advisory vote on executive compensation was approved by the following vote:

This represented an 81% level of approval.

After reviewing the results of the 2013 vote, our Compensation Committee believes that the structure and features of our compensation program were consistent with our business strategy and pay for performance philosophy and elected to retain the features of the current program used to compensate our named executive officers.

Annual Cash Compensation

Salary

For the named executive officers, the Compensation Committee determines salary and any increases after reviewing individual performance, conducting internal compensation comparisons and reviewing compensation in the Survey Group. We also take into account other factors such as an individual's prior experience, total mix of job responsibilities versus market comparables and internal equity when setting base salaries for our senior executives. The Compensation Committee consults with our CEO (except as to his own compensation)

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regarding salary decisions for senior executives. We review salaries upon promotion or other changes in job responsibility.

As the result of our regular, cyclical review of salaries, the annual base salaries for our named executive officers were established for 2013 as set forth below.

Senior Executive Bonus Plan

Our named executive officers' compensation includes an annual cash bonus payable pursuant to the Hertz Global Holdings, Inc. Senior Executive Bonus Plan ("Senior Executive Bonus Plan"), which was approved by our stockholders at the 2010 annual meeting. Payments under the Senior Executive Bonus Plan are intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code (the "Code"). Under the terms of the Senior Executive Bonus Plan, the maximum amount of a payment is limited to 1% of

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our earnings before interest, taxes, depreciation and amortization ("EBITDA") for a performance period for our CEO and 0.5% of our EBITDA for a performance period for other participants. Although our Compensation Committee exercises discretion to reduce annual incentives under the Senior Executive Bonus Plan, it may not increase the payments. When using its discretion to appropriately size annual incentives for 2013, our Compensation Committee took into account each named executive officer's performance under the Executive Incentive Compensation Plan ("EICP").

Annual Cash Incentive Program (EICP)

How We Determined the 2013 EICP Awards

To determine the EICP awards, our Compensation Committee reviewed our performance against the established performance criteria, reviewed individual performance and approved the EICP award payments for the named executive officers (other than the CEO), and recommended to the Board for approval the CEO's award payment. To arrive at the annual award, the Target Award was multiplied by modifiers noted in the table below:

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(1)

The Corporate Performance Modifier is designed to reward our Corporation's overall financial performance and is based on the weighted average of our Corporation's Adjusted Pre-Tax Income, EVA® (a registered trademark of Stern Stewart and Co.) and Revenue.

(2)

The Business Unit Modifier is designed to reward the performance of individual business units and for corporate employees, the weighted average of each individual business unit's performance.

(3)

The Individual Performance Modifier is designed to reward the individual performance of our senior executives.

Target Awards for 2013

The Target Award for 2013 was a percentage of the named executive officer's 2013 salary. In general, the Compensation Committee considers the experience, responsibilities, title and historical performance of each particular senior executive when determining Target Awards.

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Each named executive officer's 2013 Target Award as a percentage of base salary as of December 31, 2013 were as follows:

Corporate Performance Modifier for 2013

The chart below summarizes the financial performance elements of the 2013 Corporate Performance Modifier. The financial performance elements are the same as those used in the 2012 Corporate Performance Modifier.

The Compensation Committee set goals for each of adjusted pre-tax income, EVA® and revenue. The Compensation Committee then measured our Corporation's performance against each of the goals to determine a modifier for each financial performance element and an overall Corporate Performance Modifier. The target level was based upon our business plan, in the case of adjusted pre-tax income and revenue, and expected economic growth in the case of EVA®.

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Calculation of the Corporate Performance Modifier—Targets and Results

The following were the fiscal 2013 financial performance criteria targets set by the Compensation Committee and our disclosed actual performance as compared to such targets (dollars in millions):

For financial performance criteria, linear interpolation was used to determine the multiplier for results that were between the threshold and target and target and high performance level. However, for adjusted pre-tax income and revenue, if our performance had exceeded the high performance level, then the slope of the payout curve above the high performance level would have been half of the slope of the payout curve between the threshold and high performance level, and for EVA®, if our performance level had exceeded the high performance level, the slope of the payout curve above the high performance level would have been equal to the slope of the curve between the threshold and high performance level.

We disclosed our actual adjusted pre-tax income, as well as detailed reconciliations of this non-GAAP measure, in our quarterly earnings releases.

We calculate EVA® as follows:

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For 2013, when calculating the capital charge figure:

•

our cost of capital was 10.2%;

•

non-fleet debt equaled our average "Corporate Debt" as defined in our periodic reports on Forms 10-Q and 10-K less 73.5% of the net book value of Hertz Equipment Rental Corporation rental fleet (this figure we deemed to be covered by fleet debt for our EVA® calculation); and

•

we took the following special adjustments into account:

•

adjustments between pre-tax income and adjusted pre-tax income with the exception of non-cash interest and purchase accounting were capitalized and multiplied by 1 minus our marginal tax rate of 35%;



•

any difference between cash operating taxes (taxes paid plus the tax benefit from the interest expense associated with corporate debt plus taxes saved (paid) due to non-recurring losses (gains)) and economic taxes (adjusted pre-tax income, plus purchase accounting, excluding non-fleet interest and the finance portion of our pension expense plus purchase accounting, multiplied by our marginal tax rate of 35%); and



•

adjustments to normalize short-term fluctuations in capital related to acquisitions and divestitures.

Business Unit Modifier for 2013

Based upon management's recommendation, our Compensation Committee determined that it was important to continue to incentivize our senior executives to achieve strategic initiatives for our Hertz Rent-A-Car Americas, Hertz Rent-A-Car International and Hertz Equipment Rental business units for 2013. The business units used in the EICP differ slightly from the reporting segments the Corporation uses for its financial statements because (i) the accounting guidance used for segment reporting purposes does not preclude the Corporation from defining its business units for executive compensation matters and (ii) the Compensation Committee desires to use business units which reflect the overall geographic and functional roles the relevant executive officers are responsible for. Senior executives reporting to a specific business unit had their EICP awards adjusted by the Business Unit Modifier relating to that business unit. Senior executives in our corporate centers had their EICP awards adjusted by a weighted average of the Business Unit Modifiers, as follows: Hertz Rent-A-Car Americas: 50%, Hertz Rent-A-Car International: 25% and Hertz Equipment Rental: 25%. For 2013, the Compensation Committee determined a target for each strategic objective and then measured the 2013 results against the target to determine an overall performance figure. The Compensation Committee then used its discretion to adjust the final payout relative to the target in order to adjust for uncertainties following the acquisition and subsequent integration of Dollar Thrifty.

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For 2013, the Compensation Committee determined the Business Unit Modifiers using the strategic goals set forth below, each of which was weighted at 100% of the overall respective business unit score.

For the Hertz Equipment Rental business unit, the strategic goals approved by our Compensation Committee were: dollar utilization, fleet efficiencies and employee satisfaction. Each strategic goal was weighted at 33¹/3% of the overall score.

For 2013, the Compensation Committee determined that, pursuant to the payout guidelines described above, the Business Unit Modifier for Hertz Equipment Rental was as follows:

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The Corporate-weighted Business Unit Modifier used for our senior executives who do not report to a specific business unit was determined as follows:

Below is a chart that indicates, for each named executive officer, (i) the specific business unit to which each named executive officer reports, or in the case of the corporate center executives, the Corporate- weighted average of all of the business units, and (ii) the Business Unit Modifier for the business unit or Corporate-weighted average as set forth above.

Individual Performance Modifier for 2013

Annually, each named executive officer's performance (other than Mr. Frissora) is subjectively evaluated by Mr. Frissora using performance factors established earlier in the year by Mr. Frissora in consultation with each named executive officer. In early 2014, Mr. Frissora recommended to the Compensation Committee for its approval an Individual Performance Modifier for each of our named executive officers based on this evaluation. Our Board provided the Compensation Committee with a subjective evaluation of Mr. Frissora's performance after reviewing Mr. Frissora's self-assessment (facilitated by our Independent Lead Director) and the Compensation Committee approved his Individual Performance Modifier and reported its findings to the Board. The Compensation Committee used its discretion in approving the Individual Performance Modifier, placing primary emphasis on Mr. Frissora's individual review of our named executive officers and the Board's review of Mr. Frissora.

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2013 Senior Executive Bonus Plan Payouts

The chart below shows how each named executive officer's 2013 Senior Executive Bonus Plan award was calculated:

2014 Annual Cash Incentives (EICP)

During 2013, our Compensation Committee evaluated our EICP for potential improvements. Based on management's evaluation and recommendations, and Semler Brossy's subsequent input, our Compensation Committee determined that performance targets for 2014 should continue to emphasize our Corporation's financial and operating results to ensure strong alignment of management's interests with stockholders' interests. For 2014, the EICP will use the same general structure as in 2013, with (i) adjusted pre-tax income, return on invested capital and revenue as the Corporate Performance Modifier elements, (ii) Business Unit Modifiers which reflect the goals of each particular business unit for 2013 and (iii) an individual component to encourage superior individual performance.

Long-Term Equity Incentives

Long-term equity incentive compensation comprises a significant part of our total compensation for senior executives and in 2013 was awarded under the 2008 Omnibus Plan. Under the 2008 Omnibus Plan, the Compensation Committee has the flexibility to make equity awards, including time- and performance-based awards of stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock units and deferred stock units. The plan also permits us to settle awards in shares or cash. [•] shares of stock are available for awards under the 2008 Omnibus Plan as of April [•], 2014.

Summary of 2013 Award Structure

In 2013, the Compensation Committee reassessed the structure of equity grants used in the Corporation's Long-Term Equity Incentive Plan ("LTIP"). Specifically, the Compensation Committee reviewed the use and mix of performance stock units as well as the performance factors used in the performance stock units, and considered whether any changes were required, including as a result of the acquisition of Dollar Thrifty. After

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considering award alternatives and in consultation with Semler Brossy, the Compensation Committee made the following changes, summarized below.

In general, the Compensation Committee considers the experience, responsibilities, title and historical performance of each particular senior executive as well as internal equity considerations when determining grants of long-term equity awards.

Granting Performance Stock Units

In March 2013, we granted performance stock units to our named executive officers as part of their annual long-term equity incentive award. Performance stock units represent the right to receive a share of our common stock if certain performance goals are achieved and time periods have passed. The Compensation Committee determined that awarding long-term equity incentive awards comprised of 70% performance stock units based on Corporate EBITDA and 30% based on Corporate EBITDA margin was appropriate because performance stock units directly encourage our senior executives to improve and enhance our financial performance, while helping retain their services through the vesting period. In general, earning performance stock units requires continued employment.

Corporate EBITDA Performance Stock Units

        Performance Goal

The Compensation Committee selected Corporate EBITDA as the performance goal for 70% of the performance stock units granted in 2013. The Compensation Committee chose Corporate EBITDA as a performance metric because it is one of the primary metrics we use to facilitate our analysis of investment decisions, profitability and performance trends. Corporate EBITDA means "EBITDA" as that term is defined under Hertz's senior credit facilities, which is generally consolidated net income before net interest expense (other than interest expense relating to certain car rental fleet financing), consolidated income taxes, consolidated depreciation (other than depreciation related to the car rental fleet) and amortization and before certain other items, in each case as more fully defined in the agreements governing Hertz's senior credit facilities. We disclosed our Corporate EBITDA, as well as detailed reconciliations of this non-GAAP measure, in our quarterly earnings releases.

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Corporate EBITDA Performance Stock Awards and Long-Term Performance

In 2013, the Compensation Committee reaffirmed its long-term equity incentive award design by continuing to use performance goals based on Corporate EBITDA over a multi-year period. For purposes of the performance stock awards, management recommended, and the Compensation Committee approved, two goals. The first goal has baseline business targets for 2013 and combined 2013-2014 (the "Strategic Plan"). The second goal is a stretch plan with more difficult business targets for 2013 and combined 2013-2014 (the "Stretch Plan") to drive increased performance with a corresponding higher payout factor.

2013 Performance Period—Heightened Goals with Lock-In Feature:    To earn target (100%) or maximum (150%) awards for 2013, the senior executives need to meet Corporate EBITDA targets that exceed the 2013 Strategic Plan. Achieving 100% of the Strategic Plan will only result in a 80% payout. Based on 2013 results, the senior executives will be eligible to earn, or "lock-in" the 2013 payout factor, but would have a chance to improve upon their payout factor through meeting 2013-2014 Corporate EBITDA performance goals.

2013-2014 Performance Period—Driving Two-Year Performance:    To account for the heightened difficulty in achieving the 2013 targets, the plan uses combined 2013-2014 Corporate EBITDA goals to encourage our senior executives to increase our financial performance and therefore the amount of performance stock units earned. For 2013-2014, to earn target (100%) awards, the senior executives must achieve 100% of the combined 2013-2014 Strategic Plan. To earn the maximum awards, the senior executives must achieve 100% of the combined 2013-2014 Stretch Plan. Accordingly, if the senior executives did not reach the maximum Corporate EBITDA goals in 2013, they would still have the opportunity to earn additional awards by achieving results in 2014 that provide for combined 2013 and 2014 performance in excess of the 2013 results, subject to the maximum awards. As a result, the senior executives are incentivized to drive both the 2013 Corporate EBITDA results and the combined 2013-2014 Corporate EBITDA results. The below chart summarizes the structure.

The amount of performance stock units eligible to vest varies based upon actual performance as follows:

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With respect to each of 2013 results and combined 2013-2014 results, straight line interpolation is used to determine the payout for Corporate EBITDA results that are between the various levels.

Actual Corporate EBITDA for 2013 was $2,043.7 million, resulting in the named executive officers becoming eligible to receive 66.0% of the performance stock units eligible to be earned for 2013. Unless the senior executives improve upon 66.0% Corporate EBITDA performance for the 2013-2014 performance period, they will only be eligible to earn this payout.

Of this 66.0% payout, 33¹/3% of the performance stock units earned in 2013 vested when the Compensation Committee certified 2013 performance for the named executive officers. An additional 33¹/3% of the performance stock unit award (subject to increase if combined 2013-2014 performance exceeds the 2013 performance) are scheduled to vest on the second and third anniversary of the grant date if the named executive officer is still an employee on each of these dates. Each senior executive may earn more than the 66.0% award level if Corporate EBIDTA achieves a performance level exceeding 66.0% as measured under the 2013-2014 performance plan.

Corporate EBITDA Margin Performance Stock Units

Performance Goal

In 2013, the Compensation Committee, as part of its assessment of the Corporation's long-term equity compensation programs, replaced price-vested stock units, which were granted in 2012, with performance stock units based on Corporate EBITDA margin. As noted in "—Long-Term Equity Incentives", the Compensation Committee assessed the overall mix of equity awards and believed that (i) awarding 30% of the total performance stock units to be based on Corporate EBITDA would provide appropriate incentives to promote our Corporation's performance and enhance retention of our senior executives and (ii) the use of Corporate EBITDA margin would provide incentives to our senior executives to increase the Corporation's Corporate EBITDA (which forms the other 70% portion of our Corporation's equity awards) in a responsible and sustainable way.

To earn Corporate EBITDA margin performance stock units, the senior executives must achieve a Corporate EBITDA margin level which is at least 75% of the Corporate EBITDA margin level in 2012. Corporate EBITDA margin is calculated as the ratio of Corporate EBITDA to total revenues. The Compensation Committee selected this goal in order to preserve a minimum level of financial performance while encouraging the overall increase in Corporate EBITDA.

Based on the Corporate EBITDA margins in 2012, the senior executives must achieve a Corporate EBITDA margin equal to or exceeding 13.6% in 2013 to earn these performance stock units. If Corporate EBITDA margin for 2013 equals or exceeds 13.6%, then the senior executives are eligible to earn the entire award. If the Corporate EBITDA margin for 2013 does not equal or exceed 13.6%, then the senior executives will not earn any of the award. The Compensation Committee believes that this "all or nothing" framework reinforces our pay for performance compensation philosophy and provides appropriate incentives in light of the form and amount of the other equity awards granted in 2013.

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In the Spring of 2013, the Compensation Committee granted all of our senior executives Corporate EBITDA margin performance stock units which vest 33¹/3% each year in 2014, 2015 and 2016. The performance conditions and vesting schedule is further summarized in the table below.

In addition, in the Spring of 2013, the Compensation Committee granted a select number of our senior executives, including several of our named executive officers, additional performance stock units based on Corporate EBITDA margin in order to reward such senior executives for their roles in consummating the Dollar Thrifty transaction. These Corporate EBITDA margin performance stock units are identical in every respect to the awards described above, except that these awards vest 50% in 2014 and 50% in 2015. The performance conditions and vesting schedule is further summarized in the table below.

All of these awards are summarized in the "2013 Grants of Plan-Based Awards" table.

Corporate EBITDA Margin Results

Actual Corporate EBITDA margin for 2013 was 19.0%, resulting in the named executive officers earning the entire amount of Corporate EBITDA margin performance stock units.

Equity Grants in 2012—Performance Results for 2012-2013 Combined EBITDA

In 2012, the former CN&G Committee made grants of performance stock units which would be awarded based on 2012 Corporate EBITDA results and combined 2012-2013 Corporate EBITDA results. Actual Corporate EBITDA for 2012 was $1,635.6 million, resulting in the named executive officers becoming eligible to receive 95.1% of the performance stock units eligible to be earned for 2012. However, depending on combined 2012-2013 Corporate EBITDA, our senior executives were eligible to earn more than the 95.1% award level if combined Corporate EBITDA exceeded the 95.1% level for 2012-2013 combined.

For combined 2012-2013 Corporate EBITDA, as a result of the acquisition of Dollar Thrifty and divestiture of Advantage, the Compensation Committee was required to modify the performance targets and results. After consideration of the impact of the business combinations, in February of 2013, the Compensation Committee used its discretion to increase the targets for the combined 2012-2013 Corporate EBITDA targets. The Compensation Committee added the results for Dollar Thrifty from the date of the acquisition (November 19, 2012) and did not include the results from the divestiture of Advantage.

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The amount of performance stock units eligible to vest would vary based upon actual performance, as adjusted for the acquisition of Dollar Thrifty and divestiture of Advantage, as follows:

With respect to combined 2012-2013 results, straight line interpolation is used to determine the payout for Corporate EBITDA results that are between the various levels.

Actual Corporate EBITDA for 2012-2013 was $3,670.2 million, resulting in the named executive officers becoming eligible to receive 98.4% of the performance stock units eligible to be earned for combined 2012-2013.

Of this amount, 33¹/3% of the award earned in 2012 vested on the first anniversary of the grant date. On the second anniversary of the grant date, because the named executive officers' performance exceeded 95.1% for the combined 2012-2013 performance period, additional shares vested to reflect the improved performance in addition to the 33¹/3% of award that was due to vest. The additional shares vested ²/3 on the second anniversary of the grant and ¹/3 on the third anniversary of grant. The remaining shares will vest on the third anniversary of grant.

2014 Long-Term Equity Awards

In November 2013, the Compensation Committee reviewed the structure and balance of equity grants used in the Corporation's Long-Term Equity Incentive Plan. After consideration of various award alternatives and in consultation with Semler Brossy, the Compensation Committee determined to continue the same award structure in 2014 as in 2013.

Policies On Timing of Equity Awards

It is our general practice not to issue equity awards with a grant date that occurs during regularly scheduled blackout periods. It is also our policy not to determine the exercise price or the number of equity awards to be granted based on market conditions prior to the date on which such equity awards were granted.

Other Compensation Elements

Retirement Benefits

We maintain retirement and savings plans for our employees. Two of these plans are tax-qualified and are broadly available to all of our employees. In addition, we maintain three non-qualified, unfunded pension plans for certain of our U.S.-based senior executives, including our named executive officers. These three plans are the Hertz Corporation Supplemental Retirement and Savings Plan, or "SERP" (which no named executive officer participates in), the Hertz Corporation Benefit Equalization Plan, or "BEP," and the Hertz Corporation Supplemental Executive Retirement Plan, or "SERP II." We believe these plans promote retention of our key senior executives and other participants by providing a reasonable level of retirement income reflecting their careers with us. We believe such plans are customary in the industries in which we operate, although we did not in 2013 conduct a formal review of the comparability of the terms of these plans with our Survey Group. We

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generally have not considered these benefits when setting base salary and annual bonus amounts. The material terms of these plans are summarized below under "—Pension Benefits."

We also maintain a post-retirement assigned car benefit plan under which we provide certain senior executives who, at the time of retirement, are at least 58 years old and have been an employee of the Corporation for at least 20 years, with a car from our fleet and insurance on the car for the participant's benefit. The assigned car benefit is available for 15 years post-retirement or until the participant reaches the age of 80, whichever occurs last. As of December 31, 2013, Mr. Frissora had satisfied the minimum age, but not the minimum service requirement, Messrs. Taride and Sider had satisfied the minimum service, but not the minimum age, requirement and Messrs. Kennedy and Zimmerman had satisfied neither the minimum service nor the minimum age requirement. Ms. Douglas did not qualify for this benefit at the time of her separation.

Perquisite Policy

We provide perquisites and other personal benefits to our named executive officers that we and our Compensation Committee believe are reasonable and consistent with our overall compensation program to better enable us to attract and retain superior employees for key positions. The named executive officers are provided use of company- or third party manufacturer-provided cars, financial planning and tax preparation assistance, annual physicals and, in the case of Mr. Frissora, a country club membership. In addition, our CEO, for security purposes, uses corporate aircraft for personal and business related air travel and is provided with the services of a driver employed by us. Attributed costs of these personal benefits for the named executive officers for the fiscal year ended December 31, 2013 are included in the "All Other Compensation" column of the Summary Compensation Table. The Compensation Committee periodically reviews our perquisite policies as required. We generally have not considered these perquisites when setting base salary and annual bonus amounts.

We also maintain a relocation policy that provides for the payment of relocation expenses in certain instances, including the relocation of our senior executives to Florida as part of the relocation of our global headquarters from New Jersey to Florida.

We use corporate aircraft for the purpose of encouraging and facilitating business travel by our senior executives (primarily our CEO) and directors, generally for travel in the United States and, less frequently, internationally. Under our aircraft policy, our CEO uses our aircraft for travel. We believe that this policy provides several business benefits to us. Our policy is intended to facilitate our CEO's access to our locations around the world and maximize his time available for our business. In addition, our policy is intended to ensure the personal safety of our CEO, who maintains a significant public role as the leader of our Corporation. Our Compensation Committee regularly reviews aircraft usage by the named executive officers and the expenses associated with such usage.

Corporate Headquarters Relocation

In 2013, we announced that we planned to move our corporate headquarters from Park Ridge, New Jersey to Estero, Florida over a two-year period. In furtherance of our goal of retaining our experienced employees, we adopted a relocation program for all of our employees agreeing to relocate to Florida from New Jersey.

The relocation program, which we developed with an experienced, third-party provider of relocation services, provides logistical, financial and administrative support for our employees and their family members during this transition period. We believe that the relocation program is consistent with other programs at similarly-situated companies and includes relocation expense allowances, home/rental finding trips and moving and storage fees for all employees. In addition, we are providing career assistance and counseling for employees who decide not to relocate to Florida. The relocation program includes, with respect to senior executives, renter/home sale

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assistance, financial assistance for home sale losses, reasonable and customary expense reimbursement on new home closing costs and reimbursement for the final move to Florida. To alleviate the tax burden to our employees, we are providing tax assistance to affected employees participating in the relocation program. The relocation program provides that all employees must reimburse us for 100% of all of the assistance described above if the employee voluntarily departs within one year after relocation. In addition, for members of our management, they must reimburse us for 50% of the assistance under the relocation program if they voluntarily depart between one and two years after relocation.

We believe that the relocation program is critical to our goal of maintaining our role as of one of the world's leading car and equipment rental companies. For more information about the relocation policy for our named executive officers, see "2013 Summary Compensation Table—All Other Compensation" and "Certain Relationships and Related Party Transactions" below.

Employment and Severance Arrangements

We have entered into change in control agreements ("Change in Control Agreements") and a severance plan covering all of our named executive officers, other than Mr. Frissora, whose employment agreement covers these issues. When we entered into these arrangements, we received advice from its compensation consultant at that time, Frederic W. Cook & Co., Inc., as to market practices for these arrangements. In adopting these arrangements, it was our intention to provide our senior executives with severance arrangements that they would view as appropriate in light of their existing arrangements, while at the same time considering the terms of arrangements provided by our peer companies.

These arrangements consist of (i) individual Change in Control Agreements with Messrs. Kennedy, Sider, Taride and Zimmerman and Ms. Douglas, and (ii) a severance plan (the "Severance Plan for Senior Executives"). Prior to entering into these arrangements, Mr. Taride had been party to change in control agreements with Hertz and Ford. The purpose of the individual Change in Control Agreements is to provide payments and benefits to the covered executives in the event of certain qualifying terminations of their employment following a change in control of us, and the purpose of the Severance Plan for Senior Executives is to provide payments and benefits to the covered executives in the event of certain other qualifying terminations of their employment. The terms of the Change in Control Agreements and Severance Plan for Senior Executives are described in "Employment and Change in Control Agreements."

Stock Ownership Guidelines and Hedging Policy

Stock Ownership Guidelines

In May 2010, our Board adopted stock ownership guidelines for our senior executives and non-employee directors. The guidelines establish the following target ownership levels:

•

Equity equal to five times base salary for our CEO;

•

Equity equal to three times base salary for our CFO and business unit heads;

•

Equity equal to one times base salary for our other senior executives; and

•

Equity equal to three times annual cash retainer for non-employee directors.

Senior executives and non-employee directors have five years to reach the target ownership levels. Senior executives subject to the guidelines are permitted to count towards the target ownership levels shares owned outright or in trust, shares owned through our Employee Stock Purchase Plan, the approximate after-tax value of unvested restricted stock units (i.e., 50% of unvested restricted stock units) and the approximate after-tax value of performance stock units if the performance criteria has been met, even if the service requirement has

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not been met (i.e., 50% of performance stock units if performance criteria is met). Non-employee directors subject to the guidelines are permitted to count towards the target ownership levels shares owned outright or in trust and the approximate after-tax value of phantom shares (i.e., 50% of phantom shares). Each of our named executive officers serving as a senior executive as of January 1, 2014 met the stock ownership guidelines other than Mr. Kennedy, who was hired in December of 2013. Mr. Kennedy purchased 41,000 shares (approximately $1 million at the time of purchase) of our common stock in December of 2013 in part to align his interests with the interests of the Corporation's stockholders.

Hedging Policy

In February of 2013, the Corporation modified its policy regarding trading in the Corporation's securities to prohibit employees from entering into any type of arrangement, contract or transaction which has the effect of pledging shares or hedging the value of our common stock.

Policy on Recovering Bonuses in the Event of a Restatement

Our "claw-back" policy applies to all of our employees who are at the director level and above, including our named executive officers, and covers:

•

all annual incentives,

•

long-term incentives,

•

equity-based awards, and

•

other performance-based compensation arrangements.

The policy provides that a repayment obligation is triggered if the Compensation Committee determines that the employee's gross negligence, fraud or misconduct caused or contributed to the need for a restatement of our financial statements within three years of the issuance of such financial statements. Our "claw-back" policy will be revised, to the extent necessary, to comply with any rules promulgated by the SEC pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

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Tax and Accounting Considerations

Section 162(m) of the Code operates to disallow public companies from taking a federal tax deduction for compensation in excess of $1 million paid to certain of its executive officers, excluding performance-based compensation that meets requirements mandated by the statute. As part of its role, our Compensation Committee reviews and considers the deductibility of executive compensation under Section 162(m) of the Code. Our stockholders approved our 2008 Omnibus Plan so that awards granted under the plan may qualify as performance-based compensation. In addition, EICP payments for 2013 were generally paid to executive officers under the Senior Executive Bonus Plan, which was approved by our stockholders at the 2010 annual meeting and is designed to qualify as tax-deductible to us under Section 162(m) of the Code. When appropriate, our Compensation Committee intends to preserve deductibility under Section 162(m) of the Code of compensation paid to our named executive officers. However, in certain situations, our Compensation Committee may approve compensation that will not meet these requirements in order to ensure the total compensation for our executive officers is consistent with the policies described above, particularly with regard to our CEO's salary. Accordingly, our Compensation Committee approved a base salary above $1 million for our CEO in 2013, some portion of which may not qualify as performance-based compensation, based on the determination that the benefit of providing compensation to our CEO at a level that we believe necessary to retain and reward his talents outweighs the cost of any lost tax deductibility.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis included in this proxy statement with members of management. Based on that review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the proxy statement.

THE COMPENSATION COMMITTEE
Barry H. Beracha, Chair
Carl T. Berquist
Carolyn N. Everson
Linda Fayne Levinson
George W. Tamke

Hertz Global Holdings, Inc. 2014 Proxy Statement    43

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2013 SUMMARY COMPENSATION TABLE

The following table, or the "Summary Compensation Table," summarizes the compensation earned in 2013 by our named executive officers.

44    Hertz Global Holdings, Inc. 2014 Proxy Statement

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(2)

2013 amounts reflect amounts under the Senior Executive Bonus Plan for 2013 performance that were paid in 2014.

(3)

Amounts include annual changes in the actuarial present value of accumulated pension benefits. The present value was determined using the same assumptions applicable for valuing pension benefits for purposes of our financial statements. See the note entitled "Employee Retirement Benefits" in the notes to the Corporation's consolidated financial statements in our Form 10-K for the fiscal year ended December 31, 2013. Due to a freeze of the Hertz UK 1972 Pension Plan and the Hertz UK Supplementary Unapproved Pension Scheme in 2011, Mr. Taride did not report an increase in pension value in 2011. The change in his pension value was $(249,332) (translated in accordance with footnote 5 of this table) for 2011.

(4)

Includes the following for 2013:

Hertz Global Holdings, Inc. 2014 Proxy Statement    45

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2013 Grants of Plan-Based Awards

The following table sets forth, for each named executive officer, possible payouts under all non-equity incentive plan awards granted in 2013, all grants of performance stock units in 2013 and the grant date fair value of all such awards.