Herc Holdings (HRI) investors approve directors, executive pay and PwC at 2026 meeting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Herc Holdings Inc. reported the results of its 2026 Annual Meeting of Stockholders held on May 14, 2026. Stockholders elected eight director nominees, each to serve a one-year term ending at the 2027 annual meeting.

Stockholders also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers. In addition, they ratified the selection of PricewaterhouseCoopers LLP as Herc Holdings’ independent registered public accounting firm for 2026, confirming support for the company’s leadership, pay practices, and auditor.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Say-on-pay For votes: 29,517,952 votes Say-on-pay Against votes: 695,489 votes Auditor ratification For votes: 31,950,347 votes +3 more

6 metrics

Say-on-pay For votes 29,517,952 votes Advisory vote approving executive compensation

Say-on-pay Against votes 695,489 votes Advisory vote on executive compensation

Auditor ratification For votes 31,950,347 votes Ratification of PricewaterhouseCoopers LLP for 2026

Auditor ratification Against votes 77,724 votes Ratification of PricewaterhouseCoopers LLP for 2026

For votes for Lawrence H. Silber 30,147,773 votes Election of director for one-year term

For votes for Patrick D. Campbell 29,325,556 votes Election of director for one-year term

Key Terms

Broker Non-Votes, non-binding advisory basis, independent registered public accounting firm, Emerging growth company, +1 more

5 terms

Broker Non-Votes financial

"For | Against | Abstain | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding advisory basis financial

"Stockholders approved, on a non-binding advisory basis, the compensation"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

independent registered public accounting firm financial

"independent registered public accounting firm for 2026, with the following vote"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Emerging growth company regulatory

"Emerging growth company 1 Item 5.07 Submission"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Annual Meeting of Stockholders regulatory

"The Company held its 2026 Annual Meeting of Stockholders on May 14, 2026."

Understanding 8-K Material Events →

05/20/2026 - 04:19 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): May 14, 2026

HERC HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware

001-33139

20-3530539

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S Employer Identification No.)

27500 Riverview Center Blvd.

Bonita Springs, Florida 34134

(Address of principal executive offices and zip code)

(239) 301-1000

(Registrant's telephone number,

including area code)

N/A

(Former name or former address, if

changed since last report)

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

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

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

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

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

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

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common Stock, par value $0.01 per share

HRI

New York Stock Exchange

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

Emerging growth company ☐

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

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

The Company held its 2026 Annual Meeting of Stockholders on May 14, 2026. Matters submitted to a vote of the stockholders at that meeting and the final voting results with respect to each matter are set forth below:

1.Election of Directors. The eight director nominees identified below were elected to serve for a one-year term expiring at the 2027 Annual Meeting of Stockholders. Voting results were as follows:


	For	Against	Abstain	Broker Non-Votes
Patrick D. Campbell	29,325,556	729,258	174,576	1,806,794
Lawrence H. Silber	30,147,773	72,309	9,308	1,806,794
Shari L. Burgess	30,001,688	50,871	176,831	1,806,794
Jean K. Holley	29,417,859	797,124	14,407	1,806,794
Michael A. Kelly	27,643,070	2,577,447	8,873	1,806,794
John A. Olin	30,185,095	33,735	10,560	1,806,794
Rakesh Sachdev	26,993,742	3,221,159	14,489	1,806,794
Patrick S. Shannon	30,186,072	33,390	9,928	1,806,794

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


For	Against	Abstain	Broker Non-Votes
29,517,952	695,489	15,949	1,806,794

3.Ratification of the Selection of Independent Public Accountants. Stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026, with the following vote:


For	Against	Abstain	Broker Non-Votes
31,950,347	77,724	8,113	0

SIGNATURE

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


			HERC HOLDINGS INC.
			(Registrant)


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

Date: May 20, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Herc Holdings (HRI) stockholders decide at the 2026 annual meeting?

Herc Holdings stockholders elected eight directors for one-year terms, approved executive compensation on an advisory basis, and ratified PricewaterhouseCoopers LLP as independent auditor for 2026. These results indicate broad support for the board slate, pay programs, and audit firm relationship.

Were all Herc Holdings (HRI) director nominees elected in 2026?

Yes. All eight director nominees, including Patrick D. Campbell, Lawrence H. Silber, and others, were elected to serve until the 2027 annual meeting. Each nominee received more votes "For" than "Against," with additional broker non-votes reported in the tally.

How did Herc Holdings (HRI) stockholders vote on executive compensation in 2026?

Stockholders approved Herc Holdings’ executive compensation on a non-binding advisory basis, with 29,517,952 votes "For," 695,489 "Against," and 15,949 "Abstain," plus 1,806,794 broker non-votes. This outcome reflects general shareholder support for the company’s named executive officer pay practices.

Which auditor did Herc Holdings (HRI) stockholders ratify for 2026?

Stockholders ratified PricewaterhouseCoopers LLP as Herc Holdings’ independent registered public accounting firm for 2026. The vote totaled 31,950,347 "For," 77,724 "Against," and 8,113 "Abstain," with no broker non-votes, showing strong backing for the existing audit relationship.

What were some individual director vote totals at Herc Holdings (HRI)?

Vote totals varied by director. For example, Lawrence H. Silber received 30,147,773 "For" votes and 72,309 "Against," while Patrick D. Campbell received 29,325,556 "For" and 729,258 "Against." Each director also had reported abstentions and 1,806,794 broker non-votes.

Filing Exhibits & Attachments

3 documents