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United Rentals (NYSE: URI) investors approve board, auditor and say-on-pay

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

Rhea-AI Filing Summary

United Rentals, Inc. reported results of its annual shareholder meeting held on May 8, 2026. Stockholders elected all eleven director nominees to one-year terms, ratified the appointment of Ernst & Young LLP as independent public accounting firm for the fiscal year ending December 31, 2026, and approved on an advisory basis the compensation of the company’s named executive officers. Stockholders also voted on a proposal concerning directors who fail to obtain a majority vote, which was rejected by a wide margin.

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, and exhibit attachments filed with this report.
Votes for highest-supported director 51,971,593 votes For Alexander R. Taussig, Proposal 1 director election
Auditor ratification for votes 52,466,522 votes Ernst & Young LLP ratification, Proposal 2
Auditor ratification against votes 4,121,197 votes Ernst & Young LLP ratification, Proposal 2
Say-on-pay for votes 49,202,747 votes Advisory approval of executive compensation, Proposal 3
Say-on-pay against votes 2,769,358 votes Advisory approval of executive compensation, Proposal 3
Majority-vote proposal for votes 7,697,013 votes Stockholder proposal on directors without majority, Proposal 4
Majority-vote proposal against votes 44,238,324 votes Stockholder proposal on directors without majority, Proposal 4
Broker non-votes on key proposals 4,479,782 votes Broker non-votes on director, pay, and proposal 4 items
Annual Meeting financial
"On May 8, 2026, the Company held its Annual Meeting at which the stockholders voted"
A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.
broker non-votes financial
"Broker Non-Votes 4,479,782"
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 (non-binding) basis financial
"on an advisory (non-binding) basis to approve the compensation of the Company’s named executive officers"
named executive officers financial
"to approve the compensation of the Company’s named executive officers"
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.
stockholder proposal financial
"on a stockholder proposal on directors who fail to obtain a majority vote"
ratification of the appointment financial
"upon the ratification of the appointment of Ernst & Young LLP as the Company’s public accounting firm"
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): May 8, 2026

_______________________

UNITED RENTALS, INC.

UNITED RENTALS (NORTH AMERICA), INC.

(Exact name of registrant as specified in its charter)

_______________________

Delaware

001-14387

06-1522496

Delaware

 

001-13663

 

86-0933835

(State or other Jurisdiction of
Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

100 First Stamford Place, Suite 700

Stamford, Connecticut

 

06902

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (203) 622-3131

(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:

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

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

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

o 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, $0.01 par value, of United Rentals, Inc.

 

URI

 

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 o

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. o

 

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

On May 8, 2026, the Company held its Annual Meeting at which the stockholders voted: (i) upon the election of Julie M. Heuer Brandt, Marc A. Bruno, Larry D. De Shon, Matthew J. Flannery, Kim Harris Jones, Terri L. Kelly, Michael J. Kneeland, Francisco J. Lopez-Balboa, Gracia C. Martore, Shiv Singh and Alexander R. Taussig to the Board for one-year terms; (ii) upon the ratification of the appointment of Ernst & Young LLP as the Company’s public accounting firm for the fiscal year ending December 31, 2026; (iii) on an advisory (non-binding) basis to approve the compensation of the Company’s named executive officers; and (iv) on a stockholder proposal on directors who fail to obtain a majority vote.

The stockholders (i) elected all eleven directors; (ii) approved the ratification of the appointment of Ernst & Young LLP for the fiscal year ending December 31, 2026; (iii) approved (on a non-binding basis) the compensation of the Company’s named executive officers; and (iv) rejected a stockholder proposal on directors who fail to obtain a majority vote.

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

Proposal 1. Election of Directors.

Nominee

For

Against

Abstain

Broker Non-Votes

Julie M. Heuer Brandt

51,644,029

438,326

54,967

4,479,782

Marc A. Bruno

51,167,404

942,719

27,199

4,479,782

Larry D. De Shon

51,329,925

779,388

28,009

4,479,782

Matthew J. Flannery

51,893,947

216,323

27,052

4,479,782

Kim Harris Jones

50,868,018

1,243,524

25,780

4,479,782

Terri L. Kelly

51,956,715

156,157

24,450

4,479,782

Michael J. Kneeland

48,970,661

3,137,914

28,747

4,479,782

Francisco J. Lopez-Balboa

51,891,518

218,819

26,985

4,479,782

Gracia C. Martore

51,894,245

217,916

25,161

4,479,782

Shiv Singh

51,514,267

565,522

57,533

4,479,782

Alexander R. Taussig

51,971,593

138,247

27,482

4,479,782

Proposal 2. Ratification of Appointment of Public Accounting Firm.

For

Against

Abstain

Broker Non-Votes

52,466,522

4,121,197

29,385

not applicable

Proposal 3. Advisory Approval of Executive Compensation.

For

Against

Abstain

Broker Non-Votes

49,202,747

2,769,358

165,217

4,479,782

Proposal 4. Stockholder Proposal on Directors Who Fail to Obtain a Majority Vote.

For

Against

Abstain

Broker Non-Votes

7,697,013

44,238,324

201,985

4,479,782

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

 

Description

104

 

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

 

 

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.

Date: May 8, 2026

 

 

UNITED RENTALS, INC.

 

By: /s/ Joli L. Gross

 

 

Name: Joli L. Gross

Title: Senior Vice President, Chief Legal and Sustainability Officer, Corporate Secretary

 

UNITED RENTALS (NORTH AMERICA) , INC.

 

By: /s/ Joli L. Gross

 

 

Name: Joli L. Gross

Title: Senior Vice President, Chief Legal and Sustainability Officer, Corporate Secretary

 

Source: View Original Filing on SEC EDGAR

FAQ

What did United Rentals (URI) stockholders decide at the 2026 annual meeting?

Stockholders elected all eleven director nominees, ratified Ernst & Young LLP as auditor for the fiscal year ending December 31, 2026, approved executive compensation on an advisory basis, and rejected a stockholder proposal about directors who fail to obtain a majority vote.

Were all United Rentals (URI) director nominees elected in 2026?

Yes, all eleven nominees were elected to one-year terms. Each director received over 48.9 million votes in favor, with relatively low levels of votes against or abstentions, and 4,479,782 broker non-votes reported for each director election line.

Did United Rentals (URI) stockholders approve the company’s auditor for 2026?

Yes, stockholders ratified Ernst & Young LLP as United Rentals’ public accounting firm for the fiscal year ending December 31, 2026, with 52,466,522 votes for, 4,121,197 votes against, and 29,385 abstentions, and no broker non-votes applicable to this proposal.

How did United Rentals (URI) shareholders vote on executive compensation in 2026?

On an advisory basis, stockholders approved the compensation of the named executive officers, with 49,202,747 votes for, 2,769,358 votes against, 165,217 abstentions, and 4,479,782 broker non-votes recorded on this say-on-pay proposal.

What happened to the United Rentals (URI) stockholder proposal on directors failing to obtain a majority vote?

The stockholder proposal regarding directors who fail to obtain a majority vote was rejected. It received 7,697,013 votes for, 44,238,324 votes against, 201,985 abstentions, and 4,479,782 broker non-votes, indicating strong opposition from voting shareholders.

Which company serves as United Rentals’ (URI) independent auditor after the 2026 meeting?

Ernst & Young LLP will serve as United Rentals’ public accounting firm for the fiscal year ending December 31, 2026, after stockholders ratified its appointment with more than 52.4 million votes in favor versus about 4.1 million votes against.

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