UNITED RENTALS INC

This summary highlights information about United Rentals, Inc. (the “Company” or “United Rentals”) and certain information contained elsewhere in this proxy statement (“Proxy Statement”) for our 2024 annual meeting of stockholders (the “Annual Meeting”). This summary does not contain all of the information that you should consider in voting your shares. You should read the entire Proxy Statement carefully before voting.

Board Leadership Structure

Our current Board of Directors (“Board”) leadership structure consists of our non-executive Chair; Lead Independent Director; and President and Chief Executive Officer (“CEO”). The following is a summary of how the three roles interact and overlap with respect to Board leadership responsibilities:

We believe this structure enables each person to focus on different aspects of Company leadership and reinforces the independence of our Board as a whole. For additional information about this structure, see “Corporate Governance Matters—Board Leadership Structure and Role of Our Lead Independent Director.”

Board Nominees

You are being asked to vote on the following 10 nominees for director. All nominees meet the New York Stock Exchange (the “NYSE”) governance standards for director independence, except for Messrs. Kneeland and Flannery, who are not independent due to their employment (or, in the case of Mr. Kneeland, former employment) with the Company. Information about each director’s experiences, qualifications, attributes and skills can be found beginning on page 17.

Board Refreshment

Board composition remains a priority for the Company as evidenced by the Board’s continuing refreshment efforts. Our Board has engaged an independent consulting and search firm since 2016 to assist in developing a long-term succession plan to identify, recruit and appoint new directors whose qualifications may further enhance our Board’s oversight. In particular, the Board’s long-term succession plan is informed by a list of prioritized director competencies which was first developed in 2016 and is regularly reviewed by the Board. See “Proposal 1” for our director skills and diversity matrix, which presents the competencies of each director. As a result of the Board’s refreshment efforts, seven long-serving directors did not stand for re-election from 2017 to 2022, and José B. Alvarez, who has served as a director since January 2009, is not standing for re-election this year. In addition, eight new directors joined the Board from 2017 to 2022. While not part of our refreshment initiative, one long-serving director resigned from the Board in 2021 for personal reasons.

Corporate Governance Highlights

We are committed to the highest standards of ethics, business integrity and corporate governance. We are focused on increasing stockholder value and understand our ethical obligations to our stockholders, employees, customers, suppliers, and the communities in which we operate. Our governance practices are designed to establish and preserve management accountability, provide a structure that allows the Board to set objectives and monitor performance, and enhance stockholder value.

Board Oversight of Environmental and Social Matters

Pursuant to its charter, our Board’s Nominating and Corporate Governance (“N&CG”) Committee holds primary responsibility for overseeing the Company’s environmental and social policies and practices. In furtherance of this responsibility, the N&CG Committee engages on environmental and social matters several times a year, including reviewing the Company’s annual corporate responsibility report and key environmental and social policies, as well as receiving updates from members of the Company’s management team, including members of the Sustainability Steering Committee. During 2023, the N&CG Committee’s oversight included, among other items, review of:

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the Company’s health and safety practices and performance;

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the Company’s lobbying report and health safety and environmental policy;

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investor feedback on environmental and social matters;

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the Company’s climate and sustainability strategy;

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progress against the Company’s sustainability and culture goals, including the Company’s greenhouse gas (“GHG”) emissions intensity reduction goal; and

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the Company’s first stand-alone Task Force on Climate Related Disclosure (“TCFD”) report.

In addition, the full Board periodically reviews environmental and social matters, such as talent management, results from the Company’s employee experience survey and the Company’s diversity, equity and inclusion strategy and practices.

The other three Board committees oversee specific environmental and social topics. The Audit Committee oversees our cybersecurity programs and enterprise risk management, the latter of which considers environmental and social risks. The Compensation Committee evaluates CEO and senior management compensation and therein considers performance on strategic factors related to sustainability and culture. The Strategy Committee advises on overall Company strategy, including consideration of sustainability matters and innovation that will be key to certain environmental initiatives. For additional information see “Environmental and Social Highlights—Environmental and Social Risk Management” and our latest corporate responsibility report available on our website at http://www.unitedrentals.com under the “Company—About Us” tab.

2023 Proposals Regarding Shareholder Written Consent

At our 2023 annual meeting, our stockholders voted on a stockholder proposal proposing to lower the ownership threshold for our existing stockholder right to act by written consent from 25% to 10% and a competing Company proposal to lower the ownership threshold from 25% to 15%. The Company proposal passed and the stockholder proposal did not pass. Immediately following stockholder approval of the Company proposal, the Company’s Certificate of Incorporation was amended to lower the ownership threshold to 15%. The N&CG Committee and Board considered the voting results from our 2023 annual meeting and related investor feedback during the 2023 Outreach Program (discussed below) and determined not to lower the threshold below the current 15% threshold.

Investor Engagement

We value our investors’ perspective on our business and each year we proactively interact with investors through numerous engagement activities. In 2023, these included our annual stockholder meeting, an Investor Day, quarterly earnings calls and various investor conferences and (non-deal) road shows. In addition, at the Board’s request, management continued the momentum from the Company’s prior stockholder outreach programs with another outreach program in 2023, as detailed below. These engagement activities, and the feedback we receive, are informative and helpful to us in our ongoing effort to increase stockholder value. We welcome additional feedback and our Investor Relations department is the contact point for investor interaction with United Rentals. Additionally, investors may access information about the Company through our website. For questions concerning Investor Relations, please contact Elizabeth Grenfell, Vice President, Investor Relations, at 203-618-7125 or investors@ur.com.

2023 Stockholder Outreach Program

The purpose of our 2023 stockholder outreach program (our “2023 Outreach Program”) was to engage with our top stockholders about key governance, sustainability, culture and compensation topics specific to the Company, and about other topics and trends our stockholders wished to discuss with us. During 2023, we contacted governance and investment professionals at 22 of our top holders, representing over 50% of total outstanding shares. Of the 22 holders contacted in 2023, we had calls with 10 holders, representing approximately 18% of total outstanding shares. Our 2023 Outreach Program did not involve direct discussion between a stockholder and an independent director because no stockholder requested such a discussion. However, as it has done in the past, the Board remains willing to make an independent director available for direct discussion with investors, upon investor request and as appropriate. For information about how to communicate directly with our Board, see “Corporate Governance Matters—Direct Communications with Directors.” The following is a summary of topics that were discussed during our 2023 engagements and results of the feedback.

2023 Business Overview

Our theme for 2023 was “raising the bar” and we delivered on that goal with record revenue, earnings and returns. Our solid results, on the heels of an exceptionally strong 2022, were driven by a relentless commitment to serving our customers, as we stayed laser focused on safety and operational excellence, all while integrating Ahern Rentals, Inc. (“Ahern Rentals”), our second largest acquisition ever, and continuing to invest in the business through fleet purchases, opening new specialty branch locations, and adding headcount. 2023 was also a historic year for the Company as we introduced our first ever dividend, which, combined with $1 billion of share repurchases, resulted in over $1.4 billion of cash returned to shareholders during the year.

For 2023, rental revenue grew 19.3% year-over-year, as we leaned into the opportunities across both our general rentals and specialty businesses. This translated to rental revenue of $12.1 billion, while total revenue was $14.3 billion. We achieved a net income margin(1)of 16.9% and an adjusted EBITDA margin(1) of 47.8%. Furthermore, we generated $4.7 billion of net cash from operating activities and $2.3 billion of free cash flow(2). We opened 49 specialty branch locations during the year, and increased the size of our business to 1,584 global branches. Additionally, gross purchases of rental fleet were $3.5 billion, and we ended 2023 with a fleet valued at $20.7 billion at original equipment cost (“OEC”). We also delivered a return on invested capital (“ROIC”)(3)of 13.6%, which was well above our cost of capital. Our net leverage ratio ended the year at 1.6x, down from 2.0x at prior year-end, while total liquidity as of December 31, 2023 was $3.3 billion.

(1)

Net income margin and adjusted EBITDA margin represent net income or adjusted EBITDA divided by total revenue.

(2)

Free cash flow and adjusted EBITDA (earnings before interest, taxes, depreciation and amortization), are non-GAAP measures as defined in our Form 10-K. Please refer to the Form 10-K for the reconciliations to GAAP and for the reasons why management believes the non-GAAP financial measures provide useful information to investors about the Company’s operation performance and liquidity.

(3)

ROIC is calculated as after-tax operating income for the trailing 12-months divided by average stockholders’ equity, debt and deferred taxes, net of average cash. To mitigate the volatility related to fluctuations in the Company’s tax rate from period to period, the U.S. federal corporate statutory rate of 21% was used to calculate after-tax operating income.

Based on the combination of our growth, cash generation and strong balance sheet, in January 2024, we announced an enhanced capital allocation strategy, including lowering our targeted full-cycle leverage ratio to 1.5x-2.5x from the prior range of 2.0x-3.0x. In furtherance of this strategy, we also announced in January 2024 that we plan to pay a $1.63 per share quarterly dividend in 2024, which reflects a 10% increase from our 2023 dividend, and that we intend to return another $1.5 billion to shareholders through share repurchases during 2024.

Our results were enabled by our approximately 26,300 employees who lead our people-centric culture, which is a critical element of our growth strategy and a differentiator in the industry. During 2023, our team marked the following strategic achievements:

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delivered another exceptional safety record, with a total recordable incident rate (TRIR) of 0.75, a 1.3% reduction against strong 2022 performance, while growing headcount by approximately 7% year-over-year;

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earned very strong satisfaction scores in our 2023 employee experience survey, with average responses ranging from 8.4 to 9.2 out of 10 in each of our four survey categories, placing us in the top 10% of the Peakon (a Workday company) Benchmark for Commercial and Professional Services Companies for the “Engagement” and “Health & Wellbeing” categories and in the top 25% of the “Diversity & Inclusion” category (there is no benchmark comparison for the “Safety” category);

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received national recognition for our progressive culture, with numerous awards, including being named as one of America’s Most Responsible Companies by Newsweek for 2023 and 2024, one of America’s Best Employers for Women for 2023 by Forbes, one of the World’s Best Companies for 2023 by TIME, and one of the U.S. Best Managed Companies for 2023 by The Wall Street Journal;

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continued to promote an inclusive work environment for all of our employees, as reflected in a year-over-year increase in diverse employees in sales and management jobs from 33.5% in 2022 to 34.7% in 2023;

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announced the Estimated Emissions dashboard, a new digital tool that enables users to view rental equipment and jobsites through the lens of current and historical estimated carbon emissions, which is available through Total Control®, our cloud-based fleet management platform.

Executive Compensation Overview

Our Compensation Philosophy

The foundation of our compensation philosophy is to ensure that our executive compensation program is designed to align with the Company’s business strategy and drive long-term stockholder value. Our compensation philosophy is supported by three pillars: stockholder alignment, market competitiveness, and internal balance; and by the following principal elements of pay:

Pay Mix: Our executive compensation program emphasizes variable pay that aligns compensation with performance and stockholder value. For our named executive officers (“NEOs”), the mix of compensation elements is heavily weighted toward variable, performance-based compensation with a balanced focus on growth, profitability, and returns. The CEO’s compensation has a greater emphasis on variable compensation than that of the other NEOs because his actions have a greater influence on the performance of the Company as a whole. The significant majority of NEO pay continues to be variable: 89% for the CEO and an average of 77% for our other NEOs, excluding Mr. Asplund who is no longer employed by the Company, based upon annual target total direct compensation (“TTDC”) for fiscal year 2023 and not including any one-time grants or awards outside of annual TTDC.

Stockholder Support: At the Company’s 2023 annual meeting of stockholders, we received substantial support for our executive compensation program, with over 93% of the stockholders who voted on the advisory “say on pay” proposal approving the compensation of our NEOs. This is consistent with the positive feedback we received in discussions with our stockholders throughout the year. We interpreted this support as affirmation of the structure of our program and our approach to making compensation decisions. As a result, we did not make substantive changes to the program design in 2023.

Compensation Governance: Our program is built on the foundation of the following best practices and policies:

2023 Pay Decisions: The Compensation Committee took the following compensation-related actions for fiscal 2023:

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Base salaries: Based on the Compensation Committee’s annual review during the first quarter of 2023, Mr. Flannery’s base salary increased 4.8% and the base salaries of Messrs. Grace, Pintoff and Asplund increased 5.0%. Mr. Durand and Ms. Gross were not NEOs in 2022, so their 2022 base salaries and subsequent increases are omitted from this discussion.

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Incentive compensation: Based on the Company’s performance, funding for both our AICP and LTIP was above target. AICP bonuses were funded at 107.7% of target, and LTIP awards were earned at 112.0% of target.

For further details about the executive compensation program, please refer to the CD&A starting on page 43 of this Proxy Statement.

Proxy Statement