WillScot Holdings (WSC) adopts annual schedule for advisory say-on-pay votes
Rhea-AI Filing Summary
WillScot Holdings Corporation updated its prior disclosure regarding stockholder voting results from the 2026 Annual Meeting of Stockholders held on June 5, 2026. Stockholders had cast a non-binding, advisory vote on how often the company should hold future advisory votes on compensation for named executive officers, known as say‑on‑pay.
Consistent with the recommendation of the board of directors, stockholders voted in favor of holding say‑on‑pay votes every year. In line with that outcome and its prior recommendation, the board determined that the company intends to hold future non-binding, advisory say‑on‑pay votes annually until the next required vote on the frequency of such votes.
Positive
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Negative
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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 Terms
say-on-pay, non-binding, advisory vote, Submission of Matters to a Vote of Security Holders, Annual Meeting of Stockholders
4 terms
say-on-pay financial
"non-binding, advisory votes on the compensation paid to the Company’s named executive officers (“say-on-pay”)"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
non-binding, advisory vote regulatory
"in a non-binding, advisory vote, the Company’s stockholders…voted in favor"
Submission of Matters to a Vote of Security Holders regulatory
"to update disclosures made under Item 5.07, Submission of Matters to a Vote of Security Holders"
Annual Meeting of Stockholders financial
"matters submitted to a vote of the stockholders at the 2026 Annual Meeting of Stockholders"
FAQ
What did WillScot Holdings (WSC) change in this amended 8-K?
WillScot Holdings updated its disclosure on stockholder voting results from the 2026 Annual Meeting, specifically clarifying the board’s decision on the frequency of future say‑on‑pay votes based on the stockholders’ non-binding advisory preference for annual votes.
How often will WillScot Holdings (WSC) hold say-on-pay votes?
WillScot Holdings intends to hold annual say‑on‑pay votes on named executive officer compensation. This decision follows stockholders’ non-binding, advisory vote favoring yearly votes, consistent with the board of directors’ prior recommendation.
What is the nature of the WillScot Holdings (WSC) say-on-pay vote?
The WillScot Holdings say‑on‑pay vote is non-binding and advisory. Stockholders express their preference on the frequency of advisory votes on executive compensation, and the board uses this input when determining the company’s approach to say‑on‑pay voting.
How long will WillScot Holdings (WSC) follow annual say-on-pay votes?
WillScot Holdings plans to hold annual say‑on‑pay votes until the next required stockholder vote on the frequency of such say‑on‑pay votes. At that point, stockholders may again indicate their preferred voting frequency.
Was the WillScot Holdings (WSC) board’s recommendation aligned with stockholders on say-on-pay frequency?
Yes. The board recommended annual say‑on‑pay votes, and stockholders, in a non-binding advisory vote, supported holding say‑on‑pay votes every year. The board then determined the company will follow this annual schedule.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 10, 2026 (June 5, 2026 )
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address, including zip code, of principal executive offices)
(480 ) 894-6311
(Registrant’s telephone number, including area code)
(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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
The | ||||||||
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. ☐
EXPLANATORY NOTE
This Current Report on Form 8-K/A (this “Amendment”) is being filed as an amendment to the Current Report on Form 8-K filed by WillScot Holdings Corporation (the “Company”) on June 8, 2026 (the “Original Form 8‑K”). The Original Form 8-K was filed with the U.S. Securities and Exchange Commission (the “SEC”) to report the results of the matters submitted to a vote of the stockholders at the 2026 Annual Meeting of Stockholders of the Company held on June 5, 2026 (the “Annual Meeting”). The sole purpose of this Amendment is to update disclosures made under Item 5.07, Submission of Matters to a Vote of Security Holders, in the Original Form 8-K. Except as set forth herein, no other modifications have been made to the Original Form 8-K.
Item 5.07 | Submission of Matters to a Vote of Security Holders | ||||
As previously disclosed in the Original Form 8-K, at the Annual Meeting, in a non-binding, advisory vote, the Company’s stockholders, consistent with the recommendation of the board of directors of the Company (the “Board”), voted in favor of holding future non-binding, advisory votes on the compensation paid to the Company’s named executive officers (“say-on-pay”) every year. In accordance with this result and its previous recommendation, the Board determined that the Company intends to hold future say-on-pay votes every year until the next required vote on the frequency of such say-on-pay votes.
SIGNATURE
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.
| WillScot Holdings Corporation | ||||||||
Dated: August 10, 2026 | By: | /s/ S. Gary Shullaw | ||||||
| Name: S. Gary Shullaw | ||||||||
| Title: Senior Vice President, Chief Legal Officer, and Corporate Secretary | ||||||||