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| Co-Registrant CIK |
0000047129 |
| Co-Registrant Amendment Flag |
false |
| Co-Registrant Form Type |
8-K |
| Co-Registrant DocumentPeriodEndDate |
2025-07-28 |
| Co-Registrant Written Communications |
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| Co-Registrant Solicitating Materials |
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| Co-Registrant PreCommencement Tender Offer |
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| Co-Registrant Emerging Growth Company |
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| |
8501
Williams Road |
| |
Estero |
| |
Florida
33928 |
| |
239
301-7000 |
| |
|
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): July 28, 2025
HERTZ
GLOBAL HOLDINGS, INC.
THE
HERTZ CORPORATION
(Exact name of registrant
as specified in its charter)
| Delaware |
|
001-37665 |
|
61-1770902 |
| Delaware |
|
001-07541 |
|
13-1938568 |
(State or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer Identification No.) |
8501
Williams Road
Estero,
Florida 33928
239
301-7000
(Address, including Zip
Code, and
telephone number, including area code,
of registrant's principal executive offices)
Not
Applicable
Not
Applicable
(Former name, former address
and former fiscal year, 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 Each Exchange on which
Registered |
| Hertz Global Holdings, Inc. |
|
Common
Stock |
Par value $0.01 per share |
|
HTZ |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
|
|
|
| Hertz Global Holdings, Inc. |
|
Warrants
to purchase Common Stock |
Each exercisable for one share of Hertz Global Holdings, Inc. common stock at an exercise price of $13.61 per share, subject to adjustment |
|
HTZWW |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
|
|
|
| The Hertz Corporation |
|
None |
|
|
None |
|
None |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
On July 31, 2025, The Hertz Corporation (the “Company”)
entered into an offer letter (the “Offer Letter”) with Mark Kosman pursuant to which Mr. Kosman has agreed to serve
as Senior Vice President, Chief Accounting Officer of the Company and Hertz Global Holdings, Inc. (“HGH”). Mr. Kosman
is expected to assume the role no later than September 1, 2025.
Mr. Kosman, age 60, has served as the Chief Accounting Officer of Ford
Motor Company (“Ford”), an automobile company, since February 2024 and previously served as Project Management Leader
at Ford from January 2022 to February 2024. Mr. Kosman also served as Transformation Executive at Ford from August 2018 to January 2022
and Chief Financial Officer of the North American and Asia Pacific Regions from December 2012 to August 2018. Prior to that, Mr. Kosman
served in various leadership roles of increasing importance related to financial analysis and reporting at Ford.
The Offer Letter provides that Mr. Kosman will be employed on an at-will
basis with an annual base salary of $450,000. It also provides that he will be eligible to participate in the Company’s annual short-term
incentive plan with a target award equal to 50% of his eligible earnings and in the annual long-term incentive plan of HGH with an annual
target equity award value equal to 80% of his annual base salary. Mr. Kosman’s short-term and long-term incentive awards for 2025
will be pro-rated for time worked in 2025.
On the first pay period following the first 30 days of his employment,
Mr. Kosman will receive a one-time $300,000 cash award, less applicable taxes, subject to full or partial repayment to the Company if
he voluntarily terminates his employment or if his employment is terminated by the Company for cause within the first two years of his
employment.
At the beginning of the first fiscal quarter following his start date,
Mr. Kosman will receive the following equity awards under the Hertz Global Holdings, Inc. 2021 Omnibus Incentive Plan and related award
agreements: (i) to incentivize him to join the Company, a one-time, sign-on grant of time-vesting restricted stock units with a grant
date value of $800,000, and (ii) his pro-rated 2025 long-term incentive award, 50% of which will consist of a time-vesting restricted
stock unit grant and 50% of which will consist of a performance stock unit grant (which will vest based on continued employment and the
achievement of certain performance metrics), in each case consistent with the terms and metrics previously approved for 2025 long-term
incentive awards for similarly-situated executives of the Company.
Pursuant to the Offer Letter, Mr. Kosman will also receive relocation
assistance in the form of a net cash payment of $50,000, subject to full or partial repayment to the Company if Mr. Kosman voluntarily
terminates his employment within the first two years of his employment. In addition, Mr. Kosman will be eligible to use a company-provided
vehicle (for personal and professional use) and to participate in other benefit programs available to similarly situated senior executives
of the Company, including the Company’s severance policy.
Mr. Kosman will be subject to standard restrictive covenants, including
non-competition covenant, as well as the terms and conditions of any clawback policy in effect from time to time.
The selection of Mr. Kosman to serve as Chief Accounting Officer was
not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Mr. Kosman
and any director or executive officer of the Company or HGH, and there are no transactions between Mr. Kosman and the Company that would
be required to be reported under Item 404(a) of Regulation S-K.
Katherine Lee Martin, Executive
Vice President, General Counsel, and Secretary of the Company, informed the Company on July 28,
2025 of her intent to resign from her role with the Company and HGH to accept another opportunity
outside of the Company. In order to assist with the transition, Ms. Martin will remain in her current position through August 15, 2025.
In alignment with the Company’s succession planning, an internal interim general counsel will be appointed upon her departure
while the Company conducts a search for a permanent general counsel.
SIGNATURES
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.
THE HERTZ CORPORATION
|
| |
(each, a Registrant) |
| |
|
|
| |
|
|
| |
By: |
/s/ Scott Haralson |
| |
Name: |
Scott Haralson |
| |
Title: |
Executive Vice President and Chief Financial Officer |
Date: August 1, 2025
