UNITED RENTALS, INC.
For the period ended Mar 26, 2025. Filed Mar 26, 2025.
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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.
Mar 26, 2025 · Filed Mar 26, 2025
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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☒
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))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to § 240.14a-12
United Rentals, Inc.
(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):
☒ 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
Dear Fellow Stockholders:
You are cordially invited to attend this year’s Annual Meeting of Stockholders (the “Annual Meeting”), which will be held on Thursday, May 8, 2025, at 9:00 a.m., Eastern daylight time.
In light of the success of our recent virtual annual meetings, which provided increased accessibility for stockholders and other stakeholders compared to in-person meetings, the Annual Meeting will be a virtual meeting conducted exclusively online via a live webcast. Please note there is no in-person meeting this year for you to attend.
Under U.S. Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders over the Internet, we have elected to deliver our proxy materials to our stockholders over the Internet. This delivery process allows us to provide stockholders with the information they need, while at the same time conserving resources and lowering the cost of delivery. On March 26, 2025, we mailed to our stockholders a Notice and Access to Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our 2025 proxy statement and annual report for the fiscal year ended December 31, 2024. The Notice also provides instructions on how to cast your vote and instructions on how to receive, free of charge, a paper copy of the proxy materials by mail.
Details of the business expected to come before the annual meeting are provided in the enclosed Notice of Annual Meeting of Stockholders and proxy statement. Your vote is important. Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented. Stockholders of record may vote via the Internet or over the telephone via a toll-free number. Stockholders who received a paper copy of the proxy materials by mail may also vote by promptly completing, signing and mailing the enclosed proxy card in the return envelope. While you are encouraged to vote your shares prior to the meeting, the Notice provides information on casting your vote via the Internet during the meeting.
Thank you for your continued support.
Sincerely,
| MICHAEL J. KNEELAND | MATTHEW J. FLANNERY |
|---|---|
| Chair | President and Chief Executive Officer |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Our Stockholders:
The annual meeting of stockholders of United Rentals, Inc. (the “Annual Meeting”) will be held virtually via live webcast atwww.virtualshareholdermeeting.com/URI2025 on Thursday, May 8, 2025 at 9:00 a.m., Eastern daylight time, for the following purposes:
To elect the 10 directors nominated and recommended by the Board of Directors, as named in the accompanying proxy statement;
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025;
To approve our executive compensation on an advisory basis;
To consider a stockholder proposal to improve shareholder written consent, if properly presented at the meeting; and
To transact such other business, if any, properly brought before the meeting.
The meeting may be adjourned or postponed from time to time. At any reconvened or rescheduled meeting, action with respect to the matters specified in this notice may be taken without further notice to stockholders, except as may be required by our By-Laws. Stockholders of record at the close of business Eastern daylight time on March 10, 2025, are entitled to notice of, and to vote on, all matters at the meeting and any reconvened or rescheduled meeting following any adjournment or postponement.
We are pleased to take advantage of U.S. Securities and Exchange Commission rules that allow issuers to furnish proxy materials to their stockholders over the Internet. We believe these rules allow us to provide you with the information you need while lowering the costs of printing and delivering proxy materials and reducing the environmental impact of the Annual Meeting.
By Order of the Board of Directors,
JOLI L. GROSS
Corporate Secretary
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on Thursday, May 8, 2025. Prior to May 8, 2025, the Notice and Proxy Statement for the Annual Meeting and the Company’s 2024 Annual Report to Stockholders are available electronically athttps://materials.proxyvote.com/911363. These materials are also available athttps://investors.unitedrentals.com/financials/annual-reports/default.aspx.
Table of Contents
| Page | |
|---|---|
| Proxy Statement Summary | 1 |
| Annual Meeting of Stockholders | 9 |
| Proposal 1 – Election of Directors | 13 |
| Executive Officers | 23 |
| Board Matters | 25 |
| Corporate Governance Matters | 32 |
| Executive Compensation | 38 |
| Pay Versus Performance | 66 |
| CEO Pay Ratio | 70 |
| Director Compensation | 71 |
| Equity Compensation Plan Information | 73 |
| Security Ownership of Certain Beneficial Owners and Management | 74 |
| Certain Relationships and Related Person Transactions | 77 |
| Audit Committee Report | 78 |
| Proposal 2 – Ratification of Appointment of Public Accounting Firm | 79 |
| Proposal 3 – Advisory Approval of Executive Compensation | 81 |
| Proposal 4 – Stockholder Proposal to Improve Shareholder Written Consent | 84 |
| Other Matters | 86 |
Cautionary note regarding forward-looking statements
Certain statements in this Proxy Statement are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. These statements can generally be identified by the use of forward-looking terminology such as “believe,” “expect,” “may,” “will,” “should,” “seek,” “plan,” “intend” or “anticipate,” or the negative thereof or comparable terminology, or by discussions of vision, strategy, outlook, targets or goals (including but not limited to our current and future sustainability and safety goals). These statements are based on current plans, estimates and projections, and, therefore, you should not place undue reliance on them. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. See our annual report on Form 10-K for the year ended December 31, 2024 (“Form 10-K”) for a summary of factors that could cause actual results to differ materially from those projected.
Note regarding sustainability and safety information
Information in this Proxy Statement regarding our current and future sustainability and safety goals and our sustainability reporting may, in certain cases, provide more detail than that required to be included in our filings with the SEC. Climate-related science, data, methodologies and regulations are rapidly evolving, and those underlying our sustainability-related analysis and goals remain subject to change over time. As a result of factors such as, but not limited to, improvements to the quality and completeness of our data and updates to our methodology over time, we may include information in future disclosures that differs from that contained in this Proxy Statement.
Note regarding website and links
References to our website or other links to our publications or other information are provided for the convenience of our stockholders. None of the information or data included on our websites or accessible at these links is incorporated into, and will not be deemed to be a part of, this Proxy Statement or any of our other filings with the Securities and Exchange Commission.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.