McGrath RentCorp (MGRC) holders approve 2026 stock plan, directors and auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

McGrath RentCorp reported the results of its 2026 annual shareholder meeting. Shareholders elected all seven director nominees, each receiving over 18.5 million votes in favor, with Nicolas C. Anderson and Philip B. Hawkins among the highest-supported candidates.

Investors also approved the Amended and Restated 2026 Stock Incentive Plan, including an increase of 576,108 authorized shares for equity incentives, updated performance criteria under Internal Revenue Code Section 162(m), minimum vesting periods, director award limits, and a ten-year extension from the approval date. Shareholders ratified Grant Thornton LLP as independent auditors for the year ending December 31, 2026 and, on a non-binding basis, approved the compensation of the company’s named executive officers.

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

Stock Incentive Plan share increase: 576,108 shares Director votes for Philip B. Hawkins: 20,077,274 votes for Director votes for Joseph F. Hanna: 19,944,209 votes for +3 more

6 metrics

Stock Incentive Plan share increase 576,108 shares Additional common stock authorized under 2026 Stock Incentive Plan

Director votes for Philip B. Hawkins 20,077,274 votes for Election of directors at 2026 annual meeting

Director votes for Joseph F. Hanna 19,944,209 votes for Election of directors at 2026 annual meeting

Plan approval votes for 2026 Plan 19,600,863 votes for Shareholder approval of Amended and Restated 2026 Stock Incentive Plan

Auditor ratification votes for 20,572,569 votes for Ratification of Grant Thornton LLP for year ending December 31, 2026

Say-on-pay votes for 19,503,243 votes for Non-binding advisory vote on executive compensation

Key Terms

broker non-votes, Internal Revenue Code Section 162(m), minimum vesting periods, grant date fair value, +1 more

5 terms

broker non-votes financial

"Votes For | | Votes Against | | Abstain | | Broker Non-Votes 19,600,863 | | 515,299 | | 64,758 | | 1,346,820"

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.

Internal Revenue Code Section 162(m) financial

"re-approve the Internal Revenue Code Section 162(m) performance criteria and award limits"

minimum vesting periods financial

"set minimum vesting periods for certain awards"

grant date fair value financial

"set annual limits on the grant date fair value of awards to our non-employee directors"

The grant date fair value is the estimated dollar worth of a stock-based award (such as stock options or restricted shares) at the exact moment it is given to an employee or contractor. Investors care because companies use that value to record compensation expenses and to show how much potential ownership and earnings dilution those awards could create—think of it as the price tag placed on a gift card when it is handed over so the company can report the cost now.

non-binding, advisory basis financial

"To approve on a non-binding, advisory basis, the compensation of the Company’s named executive officers."

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

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Understanding 8-K Material Events →

06/05/2026 - 04:05 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): June 03, 2026

    

McGRATH RENTCORP

(Exact name of Registrant as Specified in Its Charter)


California	000-13292	94-2579843
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5700 Las Positas Road
Livermore, California		94551-7800
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (925) 606-9200

    

(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 each exchange on which registered
Common Stock	MGRC	Nasdaq Global Select Market

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 Matters to a Vote of Security Holders.

On June 3, 2026, McGrath RentCorp (the “Company”) held its 2026 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the following proposals were voted on by the Company’s shareholders, and the voting results are set forth below. The proposals are described in detail in the proxy statement for the Annual Meeting that the Company filed with the Securities and Exchange Commission on April 24, 2026.

Proposal 1. Election of Directors.


Name of Nominee	Votes For	Votes Withheld	Broker Non-Votes
Nicolas C. Anderson	19,770,773	410,147	1,346,820
Kimberly A. Box	19,580,605	600,315	1,346,820
Smita Conjeevaram	18,501,270	1,679,650	1,346,820
William J. Dawson	19,601,162	579,758	1,346,820
Joseph F. Hanna	19,944,209	236,710	1,346,820
Philip B. Hawkins	20,077,274	103,645	1,346,820
Bradley M. Shuster	18,934,534	1,246,386	1,346,820

Proposal 2. To approve the amendment and restatement of the Company's 2016 Stock Incentive Plan (the "2016 Plan") as the
Amended and Restated 2026 Stock Incentive Plan (the “2026 Plan”) and to: (i) increase the number of authorized shares
of the Company’s Common Stock issuable under the 2026 Plan by 576,108 shares; (ii) re-approve the Internal Revenue
Code Section 162(m) performance criteria and award limits; (iii) set minimum vesting periods for certain awards; (iv) set
annual limits on the grant date fair value of awards to our non-employee directors; and (v) extend the term of the 2026
Plan for ten years from the date of shareholder approval.


Votes For	Votes Against	Abstain	Broker Non-Votes
19,600,863	515,299	64,758	1,346,820

Proposal 3. To ratify the appointment of Grant Thornton LLP as the independent auditors for the Company for the year ending December 31, 2026.


Votes For	Votes Against	Abstain	Broker Non-Votes
20,572,569	942,106	13,065	None

Proposal 4. To approve on a non-binding, advisory basis, the compensation of the Company’s named executive officers.


Votes For	Votes Against	Abstain	Broker Non-Votes
19,503,243	392,629	285,048	1,346,820

SIGNATURES

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.


			McGRATH RENTCORP

Date:	6/5/2026	By:	/s/ Gilda Malek
			Senior Vice President, Chief Legal Officer and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did McGrath RentCorp (MGRC) shareholders approve at the 2026 annual meeting?

Shareholders approved all key items, including director elections, a refreshed 2026 Stock Incentive Plan, ratification of Grant Thornton LLP as auditor, and advisory approval of executive compensation, signaling broad support for current governance and compensation structures.

Were all McGrath RentCorp (MGRC) director nominees elected in 2026?

Yes, all seven director nominees were elected. Each received at least 18.5 million votes for, with Philip B. Hawkins receiving 20,077,274 votes for and only 103,645 votes withheld, indicating strong shareholder backing for the board’s composition.

How many additional shares did McGrath RentCorp add to its 2026 Stock Incentive Plan?

The amended 2026 Stock Incentive Plan increased authorized common shares issuable under the plan by 576,108 shares. This expansion supports future equity awards for employees and directors, alongside updated performance criteria, vesting rules, director limits, and a ten-year plan extension.

Which auditor did McGrath RentCorp (MGRC) shareholders ratify for 2026?

Shareholders ratified Grant Thornton LLP as independent auditors for the year ending December 31, 2026, with 20,572,569 votes for, 942,106 against, and 13,065 abstentions, demonstrating strong but not unanimous support for continuing the existing audit relationship.

Did McGrath RentCorp shareholders approve executive compensation on an advisory basis?

Yes, shareholders approved the company’s named executive officer compensation on a non-binding, advisory basis. The vote totaled 19,503,243 for, 392,629 against, and 285,048 abstentions, indicating general shareholder agreement with the company’s current pay practices.

How did shareholders vote on McGrath RentCorp’s 2026 Stock Incentive Plan changes?

The amended and restated 2026 Stock Incentive Plan was approved with 19,600,863 votes for, 515,299 against, 64,758 abstentions, and 1,346,820 broker non-votes, reflecting solid shareholder support for expanded equity incentives and updated governance features in the plan.

Filing Exhibits & Attachments

1 document