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  4. [8-K] Sunbelt Rentals Holdings, Inc. Reports Material Event

Sunbelt Rentals holders back pay, board, auditor

Sunbelt Rentals Holdings’ 2026 annual meeting saw all directors re-elected, say-on-pay supported, a one-year say-on-pay frequency preference, and PwC ratified as auditor.

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Sunbelt Rentals Holdings, Inc. (SUNB) reports that stockholders acted on four governance items at the 2026 Annual Meeting held on September 1, 2026. All ten director nominees were elected, each receiving over 315 million votes "for" in most cases, with broker non-votes around 1.8 million for each seat.

Stockholders approved, on a non-binding advisory basis, the compensation of the named executive officers, with 254.4 million votes for and 82.7 million against. They also indicated a preference of "1 Year" for the frequency of future advisory votes on executive compensation, with about 332.8 million votes in favor of that frequency. In addition, stockholders approved the ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending April 30, 2027. The Compensation Committee will consider the frequency vote and disclose its determination in a later amendment.

Positive

  • None.

Negative

  • None.
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.
Votes for say-on-pay 254,415,113 votes Advisory approval of compensation for named executive officers
Votes against say-on-pay 82,678,437 votes Advisory approval of compensation for named executive officers
1-year frequency votes 332,836,341 votes Preference for frequency of future say-on-pay advisory votes
3-year frequency votes 3,979,426 votes Alternative preference for frequency of future say-on-pay votes
Auditor ratification votes for PwC 338,725,527 votes Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm
Typical broker non-votes on director elections 1,831,761 votes Broker non-votes reported for each director nominee
Highest director "for" vote 336,972,433 votes Votes for director nominee Brendan Horgan
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 regulatory
"approved (on a non-binding, advisory basis) the compensation"
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.
independent registered public accounting firm regulatory
"as the Company’s independent registered public accounting firm"
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.
Annual Meeting of Stockholders financial
"At the 2026 Annual Meeting of Stockholders"

FAQ

What matters did Sunbelt Rentals Holdings, Inc. (SUNB) stockholders vote on at the 2026 Annual Meeting?
Stockholders voted on election of ten directors, an advisory vote to approve executive compensation, an advisory vote on the frequency of future say-on-pay votes, and ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending April 30, 2027.

How did Sunbelt Rentals (SUNB) stockholders vote on executive compensation?
Stockholders approved, on a non-binding advisory basis, the compensation of the named executive officers, with 254,415,113 votes for, 82,678,437 against, 93,886 abstentions, and 1,831,761 broker non-votes.

What say-on-pay vote frequency did SUNB stockholders prefer?
Stockholders indicated a preference for holding say-on-pay votes every 1 year, with 332,836,341 votes for 1 year, 143,660 for 2 years, 3,979,426 for 3 years, 228,009 abstentions, and 1,831,761 broker non-votes.

Were all Sunbelt Rentals (SUNB) director nominees elected at the 2026 Annual Meeting?
Yes. All ten director nominees, including Paul Walker, Brendan Horgan, Nando Cesarone, Angus Cockburn, Jill Easterbrook, Cynthia Jamison, Renata Ribeiro, Ekta Singh-Bushell, James Singleton, and Roy Twite, were elected to serve until the 2027 Annual Meeting of Stockholders.

Which audit firm did SUNB stockholders ratify, and what were the vote totals?
Stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending April 30, 2027, with 338,725,527 votes for, 281,565 against, 12,105 abstentions, and broker non-votes listed as not applicable.

What will Sunbelt Rentals’ board do with the say-on-pay frequency vote outcome?
The Compensation Committee of the Board of Directors will consider the stockholder advisory vote on say-on-pay frequency and will disclose its determination in an amendment to the report at a later time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0002083785 0002083785 2026-09-01 2026-09-01
 
 

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): September 1, 2026

 

 

Sunbelt Rentals Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-43081   33-3657151
(State or other jurisdiction
of incorporation)		  

(Commission

File Number)

   (IRS Employer
Identification No.)

 

1799 Innovation Pt

Fort Mill, SC

   29715
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: 803-578-5800

(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, par value $0.01 per share   SUNB   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 Matters to a Vote of Security Holders.

At the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Sunbelt Rentals Holdings, Inc., a Delaware corporation (the “Company” or “Sunbelt”), held on September 1, 2026, Sunbelt’s stockholders (i) elected each of the Company’s ten director nominees to serve until the Company’s 2027 Annual Meeting of Stockholders; (ii) approved (on a non-binding, advisory basis) the compensation paid to the Company’s named executive officers; (iii) approved (on a non-binding, advisory basis) “1 Year” as the frequency of future stockholder advisory votes on executive compensation; and (iv) approved the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2027.

The final voting results for each of the foregoing matters submitted to a vote of stockholders at the Annual Meeting are set forth below:

Proposal 1 – Election of Directors

 

     FOR    AGAINST    ABSTAIN   

BROKER NON-

VOTES

Paul Walker    319,478,369    15,899,944    1,809,123    1,831,761
Brendan Horgan    336,972,433       207,596        7,407    1,831,761
Nando Cesarone    336,955,644       220,883       10,909    1,831,761
Angus Cockburn    330,677,446     6,500,556        9,434    1,831,761
Jill Easterbrook    336,954,417       224,910        8,109    1,831,761
Cynthia Jamison    315,742,981    21,435,433        9,022    1,831,761
Renata Ribeiro    334,475,989     2,701,422       10,025    1,831,761
Ekta Singh-Bushell    336,951,772       226,823        8,841    1,831,761
James Singleton    323,437,189    13,741,308        8,939    1,831,761
Roy Twite    334,913,289     2,263,313       10,834    1,831,761

Proposal 2 – Advisory Vote to Approve Executive Compensation

 

FOR     AGAINST     ABSTAIN     BROKER
NON-VOTES		  
  254,415,113       82,678,437       93,886       1,831,761  

Proposal 3 – Advisory Vote on the Frequency of Future Stockholder Advisory Votes on Executive Compensation

 

1 YEAR   2 YEARS   3 YEARS   ABSTAIN   BROKER
NON-VOTES
332,836,341   143,660   3,979,426   228,009   1,831,761

The Compensation Committee of the Company’s Board of Directors will consider the foregoing stockholder advisory vote on the frequency of future stockholder advisory votes on executive compensation, and its determination will be disclosed in an amendment to this Current Report on Form 8-K.

Proposal 4 – Ratification of Independent Registered Public Accounting Firm

 

FOR    AGAINST    ABSTAIN    BROKER
NON-VOTES
338,725,527    281,565    12,105    Not Applicable

 

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.

 

      Sunbelt Rentals Holdings, Inc.
Date: September 2, 2026     By:  

/s/ Lynne Fuller-Andrews

      Name: Lynne Fuller-Andrews
      Title:  Executive Vice President, General Counsel and
     

    Corporate Secretary

 

Source: View Original Filing on SEC EDGAR

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