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U-Haul (NYSE: UHAL) holders set 3-year pay votes, keep auditor

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(Moderate)
Filing Sentiment
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Form Type
8-K

Rhea-AI Filing Summary

U-Haul Holding Company (UHAL) reports the results of its 2026 Annual Meeting of Stockholders held on August 20, 2026. Stockholders elected seven directors to serve until the 2027 annual meeting and approved, on an advisory basis, the compensation of the Named Executive Officers.

Stockholders also advised that future advisory votes on executive compensation be held every three years, and the company has determined it will hold these say-on-pay votes once every three years until the next required frequency vote. Deloitte & Touche LLP was ratified as independent registered public accounting firm for the fiscal year ending March 31, 2027. Stockholders approved a proposal to ratify and affirm decisions and actions taken by the board and executive officers for the fiscal year ended March 31, 2026, and did not approve a stockholder proposal requesting a report on fleet GHG emissions and related reduction targets.

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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Proposal 2 votes for 15,802,133 votes Advisory approval of compensation of Named Executive Officers
Proposal 2 votes against 52,580 votes Advisory approval of compensation of Named Executive Officers
Proposal 3 three-year frequency support 12,760,662 votes Frequency of future advisory votes on executive compensation
Proposal 4 votes for 16,903,108 votes Ratification of Deloitte & Touche LLP as auditor for fiscal year ending March 31, 2027
Proposal 5 votes for 11,910,510 votes Ratification and affirmation of decisions and actions for fiscal year ended March 31, 2026
Proposal 6 votes for 3,158,690 votes Stockholder proposal requesting GHG emissions report and reduction targets
Proposal 6 votes against 12,683,671 votes Stockholder proposal requesting GHG emissions report and reduction targets
Broker non-votes (several proposals) 1,050,755 votes Broker non-votes reported for multiple proposals at the 2026 Annual Meeting
broker non-votes regulatory
"the number of abstentions and <b>broker non-votes</b> with respect to each matter"
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.
advisory basis regulatory
"approved, (ii) on an <b>advisory basis</b>, the compensation paid to the Company's"
Named Executive Officers regulatory
"the compensation paid to the Company's <b>Named Executive Officers</b> as disclosed"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
independent registered public accounting firm financial
"Deloitte &amp; Touche, LLP as the Company’s <b>independent registered public accounting firm</b>"
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 regulatory
"held its 2026 <b>Annual Meeting of Stockholders</b> (the "Annual Meeting")"

FAQ

What did UHAL stockholders decide about director elections at the 2026 Annual Meeting?
Stockholders elected seven directors—Edward J. Shoen, James E. Acridge, John P. Brogan, James J. Grogan, Richard J. Herrera, Karl A. Schmidt and Roberta R. Shank—to serve until the 2027 Annual Meeting of Stockholders.

How did UHAL stockholders vote on executive compensation (say-on-pay) in 2026?
Stockholders approved, on an advisory basis, the compensation of U-Haul’s Named Executive Officers, with 15,802,133 votes for, 52,580 against, 4,970 abstentions and 1,050,755 broker non-votes.

What frequency of say-on-pay votes did UHAL stockholders prefer?
For Proposal 3, stockholders most strongly supported holding say-on-pay votes every three years, with 12,760,662 votes for a three-year frequency. The company has determined it will hold future advisory votes on executive compensation once every three years.

Which auditing firm did UHAL stockholders ratify for fiscal 2027?
Stockholders ratified the appointment of Deloitte & Touche LLP as U-Haul Holding Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027, with 16,903,108 votes for, 4,996 against and 2,334 abstentions.

What was the outcome of UHAL’s Proposal 5 to ratify board and executive actions?
Proposal 5, to ratify and affirm decisions and actions taken by the board and executive officers for the fiscal year ended March 31, 2026, received 11,910,510 votes for, 3,314,805 against, 634,368 abstentions and 1,050,755 broker non-votes.

Did UHAL stockholders approve the GHG emissions report proposal (Proposal 6)?
No. Proposal 6, requesting a report on current fleet GHG emissions and any targets for measurably reducing them, received 3,158,690 votes for, 12,683,671 against, 17,322 abstentions and 1,050,755 broker non-votes, and was not approved.

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

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Understanding 8-K Material Events →
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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): August 20, 2026

 

 

U-Haul Holding Company

(Exact name of Registrant as Specified in Its Charter)

 

 

Nevada

001-11255

88-0106815

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

5555 Kietzke Lane

Suite 100

 

Reno, Nevada

 

89511

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 775 688-6300

 

 

(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, $0.25 par value

 

UHAL

 

New York Stock Exchange

Series N Non-Voting Common Stock, $0.001 par value

 

UHAL.B

 

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

On August 20, 2026, U-Haul Holding Company (the “Company”) held its 2026 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting our stockholders voted upon and approved: (i) the election of Edward J. Shoen, James E. Acridge, John P. Brogan, James J. Grogan, Richard J. Herrera, Karl A. Schmidt and Roberta R. Shank as directors of the Company, to serve until the 2027 Annual Meeting of Stockholders of the Company (“Proposal 1”); (ii) on an advisory basis, the compensation paid to the Company's Named Executive Officers as disclosed in the Proxy Statement ("Proposal 2"); (iii) on an advisory basis, "three years" for the frequency of future advisory votes on the compensation of the Company's Named Executive Officers ("Proposal 3"); (iv) the ratification of the appointment of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027 (“Proposal 4”); and (v) a proposal received from Company stockholder proponents to ratify and affirm the decisions and actions taken by the Board of Directors and executive officers of the Company, with respect to U-Haul Holding Company, its subsidiaries, and its various constituencies, for the fiscal year ended March 31, 2026 (“Proposal 5"). At the Annual Meeting our stockholders also voted upon but did not approve a proposal received from a Company stockholder proponent requesting that the Company issue a report disclosing current GHG emissions associated with its fleet and any targets for measurably reducing them ("Proposal 6").

The following table sets forth the votes cast for, against or withheld, as well as the number of abstentions and broker non-votes with respect to each matter voted on at the Annual Meeting.

 

 

 

Votes

 

 

Votes

 

 

Votes

 

 

 

 

 

Broker

 

 

 

Cast For

 

 

Cast Against

 

 

Withheld

 

 

Abstentions

 

 

Non-Votes

 

Proposal 1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Edward J. Shoen

 

 

13,843,087

 

 

 

-

 

 

 

2,016,596

 

 

 

-

 

 

 

1,050,755

 

James E. Acridge

 

 

15,202,995

 

 

 

-

 

 

 

656,688

 

 

 

-

 

 

 

1,050,755

 

John P. Brogan

 

 

13,266,112

 

 

 

-

 

 

 

2,593,571

 

 

 

-

 

 

 

1,050,755

 

James J. Grogan

 

 

13,813,392

 

 

 

-

 

 

 

2,046,291

 

 

 

-

 

 

 

1,050,755

 

Richard J. Herrera

 

 

15,239,048

 

 

 

-

 

 

 

620,635

 

 

 

-

 

 

 

1,050,755

 

Karl A. Schmidt

 

 

15,221,107

 

 

 

-

 

 

 

638,576

 

 

 

-

 

 

 

1,050,755

 

Roberta R. Shank

 

 

13,812,335

 

 

 

-

 

 

 

2,047,348

 

 

 

-

 

 

 

1,050,755

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proposal 2

 

 

15,802,133

 

 

 

52,580

 

 

 

-

 

 

 

4,970

 

 

 

1,050,755

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proposal 3 (once every year)

 

 

3,079,584

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Proposal 3 (once every two years)

 

 

15,370

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Proposal 3 (once every three years)

 

 

12,760,662

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Proposal 3

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,067

 

 

 

1,050,755

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proposal 4

 

 

16,903,108

 

 

 

4,996

 

 

 

-

 

 

 

2,334

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proposal 5

 

 

11,910,510

 

 

 

3,314,805

 

 

 

-

 

 

 

634,368

 

 

 

1,050,755

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proposal 6

 

 

3,158,690

 

 

 

12,683,671

 

 

 

17,322

 

 

 

-

 

 

 

1,050,755

 

 

The Company has considered the outcome of Proposal 3 and has determined, as was recommended with respect to this proposal by the Company's Board of Directors in the Proxy Statement for the Annual Meeting, that the Company will hold future advisory votes on the compensation of the Company's Named Executive Officers once every three years until the occurrence of the next advisory vote on the frequency of such votes.

 

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.

Description

104

Cover Page Interactive Data File (embedded within the Inline XBRL documents)

 

 

 

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.

 

 

 

U-Haul Holding Company

 

 

 

 

Date:

August 24, 2026

By:

Jason A. Berg

 

 

 


Jason A. Berg
Chief Financial Officer

 

Source: View Original Filing on SEC EDGAR

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