United Rentals 8-K 2025-05-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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, 2025

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UNITED RENTALS, INC.

UNITED RENTALS (NORTH AMERICA), INC.

(Exact name of registrant as specified in its charter)

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

(Former name or former address if changed since last report.)

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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))

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, 2025, 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 and Shiv Singh 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, 2025; (iii) on an advisory (non-binding) basis to approve the compensation of the Company’s named executive officers; and (iv) on a stockholder proposal to improve shareholder written consent.

The stockholders (i) elected all ten directors; (ii) approved the ratification of the appointment of Ernst & Young LLP for the fiscal year ending December 31, 2025; (iii) approved (on a non-binding basis) the compensation of the Company’s named executive officers; and (iv) rejected a stockholder proposal to improve shareholder written consent.

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.

Proposal 2. Ratification of Appointment of Public Accounting Firm.

Proposal 3. Advisory Approval of Executive Compensation.

Proposal 4. Stockholder Proposal to Improve Shareholder Written Consent.

Item 9.01 Financial Statements and Exhibits.

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, 2025