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U-Haul Holding Co NV

For the period ended Jun 26, 2024. Filed Jun 26, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 26, 2024 · Filed Jun 26, 2024

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UHAL$56.74-3.6%Stored close · as of Nov 6, 2026
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UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. ____)

Filed by the Registrant [x]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[x] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to §240.14a-12

U-HAUL HOLDING COMPANY

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[x] No fee required.

[ ] Fee paid previously with preliminary materials:

[ ] Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

NOTICE OF THE 2024 ANNUAL MEETING OF STOCKHOLDERS OF U-HAUL HOLDING COMPANY

DATE: Thursday, August 15, 2024

TIME: 9:00 a.m. Pacific Daylight Time / 12 noon Eastern Daylight Time

PLACE: Shoen Family Conference and Fitness Center

45 E. Roanoke Rd, Phoenix, Arizona 85004

and webcast live at investors.uhaul.com

Dear Fellow Stockholders:June 26, 2024

We look forward to the 2024 Annual Meeting of Stockholders (“2024 Annual Meeting”) of U-Haul Holding Company (the “Company”) and are pleased to once again offer our meeting materials over the internet and to webcast this annual meeting. We believe that using the internet to distribute our materials and to host the meeting will allow more stockholders to participate in the meeting. We also expect that this approach will lower costs associated with the meeting and is consistent with our environmental sustainability initiatives.

During the meeting, three (3) proposals will be presented for consideration and approval:

Proposal 1:The election of the following directors ("Directors"), each to hold office and serve as a member of the Board of Directors (the “Board”) until the 2025 Annual Meeting of Stockholders: Edward J. Shoen, James E. Acridge, John P. Brogan, James J. Grogan, Richard J. Herrera, Karl A. Schmidt, Roberta R. Shank and Samuel J. Shoen.
Proposal 2: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, 2025.
Proposal 3:A proposal received from Company stockholder proponents to ratify and affirm the decisions and actions taken by the Board 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, 2024.

I encourage you to read the proxy statement for more information on each of these proposals, and to vote on each proposal.

Holders of the Company's voting common stock at the close of business on the record date of June 18, 2024 are entitled to vote at either the Annual Meeting or by proxy. In addition, holders of voting common stock may also vote on any other business as may properly come before the 2024 Annual Meeting or any continuation, postponement or adjournment thereof. On such other business, to the maximum extent allowed by the Securities and Exchange Commission’s proxy rules, New York Stock Exchange rules and any other applicable law, any proxy holders will vote as they determine in their discretion.

I encourage stockholders to participate in the 2024 Annual Meeting via the webcast in order to reduce the carbon footprint resulting from the meeting. I also encourage holders of voting common stock to vote, whether or not you attend or participate in the meeting. The Board has fixed the close of business on June 18, 2024, as the record date for determination of stockholders entitled to notice of and to vote at the 2024 Annual Meeting or any continuation, adjournment or postponement thereof. If you vote over the internet or by telephone, your vote must be received by 11:59 p.m. Eastern Daylight Time on August 14, 2024, for shares held directly, and by 11:59 p.m. Eastern Daylight Time on August 12, 2024, for shares held in a Plan to be counted. Mail-in ballots should be mailed by August 1, 2024.

Sincerely yours,

/s/ Edward J. Shoen

Edward J. Shoen

Chairman and President

TABLE OF CONTENTS

Page
Questions and Answers About These Proxy Materials and Voting2
Proposal 1 – The Election of Directors6
Compensation Discussion and Analysis7
Compensation Committee Report9
Summary Compensation Table10
CEO Pay Ratio11
Pay versus Performance12
Independent Registered Public Accounting Firm18
Proposal 2 –Ratification of Appointment of Independent Registered Public Accounting Firm20
Proposal 3 – Stockholder Proposal Regarding Ratification of the Decisions and Actions of the Board of Directors and Executive Officers for Fiscal 202420
Board of Directors and Corporate Governance21
Other Information Regarding the Board of Directors23
Director Nomination Process25
Director Compensation28
Equity Compensation Plan Information29
Stock Ownership29
Compensation Committee Interlocks and Insider Participation30
Audit Committee Report30
Executive Officers of the Company31
Certain Relationships and Related Transactions32
Insider Trading Arrangements and Policies33
Delinquent Section 16(a) Reports33
Communications with the Board of Directors34
Stockholder Proposals for Next Annual Meeting34
Other Matters34
Exhibit A – Meeting Procedures
Exhibit B – Proxy Card

PROXY STATEMENT

2024 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON THURSDAY, AUGUST 15, 2024

This proxy statement (“Proxy Statement”) is furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the “Board”) of U-Haul Holding Company, a Nevada corporation formerly known as AMERCO (the “Company”, “U-Haul Holding Company”, "we", "us", or "our"), with respect to the 2024 Annual Meeting of Stockholders of U-Haul Holding Company and any continuation, adjournment or postponement thereof (the “Annual Meeting”). The matters to be voted upon at the Annual Meeting are:

(i)

The election of the following directors ("Directors"), each to hold office and serve as a member of the Board until the 2025 Annual Meeting of Stockholders: Edward J. Shoen, James E. Acridge, John P. Brogan, James J. Grogan, Richard J. Herrera, Karl A. Schmidt, Roberta R. Shank and Samuel J. Shoen;

(ii)

The ratification of the appointment of Deloitte & Touche, LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2025 (“Fiscal 2025”); and

(iii)

A proposal received from Company stockholder proponents to ratify and affirm the decisions and actions taken by the Board 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, 2024 (“Fiscal 2024”).

The Notice of Internet Availability of Proxy Materials (the “Notice”) is first being sent to stockholders on or about June 26, 2024. The Proxy Statement and the form of proxy relating to the Annual Meeting are first being made available to stockholders on or about June 26, 2024.

The Board has fixed the close of business on June 18, 2024, as the record date (the “Record Date”) for determination of stockholders entitled to notice of and to vote at the Annual Meeting or any continuation, adjournment or postponement thereof.

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