U-Haul Holding Co /NV/
For the period ended Jul 2, 2025. Filed Jul 2, 2025.
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Jul 2, 2025 · Filed Jul 2, 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 [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 2025 ANNUAL MEETING OF STOCKHOLDERS OF U-HAUL HOLDING COMPANY
DATE: Thursday, August 21, 2025
TIME: 9:00 a.m. Pacific Daylight Time / 12 noon Eastern Daylight Time
PLACE: Shoen Family Conference and Fitness Center
45 E. Roanoke Ave, Phoenix, Arizona 85004
and webcast live at investors.uhaul.com
| Dear Fellow Stockholders: | July 2, 2025 |
|---|
We look forward to the 2025 Annual Meeting of Stockholders (“2025 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 2025 Annual Meeting, four 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 of the Company (the “Board”) until the 2026 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, 2026. |
| 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, 2025. |
| Proposal 4: | A proposal to approve the U-Haul Holding Company 2025 Stock Option Plan (Shelf Stock Option Plan). |
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 23, 2025, are entitled to vote, and may do so either at the 2025 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 2025 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 2025 Annual Meeting via the webcast in order to reduce the carbon footprint resulting from the 2025 Annual Meeting. I also encourage holders of the Company’s 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 23, 2025, as the record date for determination of stockholders entitled to notice of and to vote at the 2025 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 20, 2025, for shares held directly, and by 11:59 p.m. Eastern Daylight Time on August 18, 2025, for shares held in a Plan to be counted. Mail-in ballots should be mailed by August 7, 2025.
Sincerely yours,
/s/ Edward J. Shoen
Edward J. Shoen
Chairman and President
TABLE OF CONTENTS
| Page | |
|---|---|
| Questions and Answers About These Proxy Materials and Voting | 2 |
| Proposal 1 – The Election of Directors | 6 |
| Compensation Discussion and Analysis | 7 |
| Compensation Committee Report | 9 |
| Summary Compensation Table | 11 |
| CEO Pay Ratio | 12 |
| Pay versus Performance | 13 |
| Independent Registered Public Accounting Firm | 19 |
| Proposal 2 –Ratification of Appointment of Independent Registered Public Accounting Firm | 21 |
| Proposal 3 – Stockholder Proposal Regarding Ratification of the Decisions and Actions of the Board of Directors and Executive Officers for Fiscal 2024 | 21 |
| Proposal 4 – Approval of U-Haul Holding Company 2025 Stock Option Plan (Shelf Stock Option Plan) | 22 |
| Board of Directors and Corporate Governance | 27 |
| Other Information Regarding the Board of Directors | 29 |
| Director Nomination Process | 31 |
| Director Compensation | 34 |
| Equity Compensation Plan Information | 35 |
| Stock Ownership | 35 |
| Compensation Committee Interlocks and Insider Participation | 36 |
| Audit Committee Report | 36 |
| Executive Officers of the Company | 37 |
| Certain Relationships and Related Transactions | 38 |
| Insider Trading Arrangements and Policies | 39 |
| Delinquent Section 16(a) Reports | 39 |
| Communications with the Board of Directors | 40 |
| Stockholder Proposals for Next Annual Meeting | 40 |
| Other Matters | 40 |
| Exhibit A – Meeting Procedures | |
| Exhibit B – 2025 U-Haul Holding Company Stock Option Plan (Shelf Stock Option Plan) | |
PROXY STATEMENT
2025 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, AUGUST 21, 2025
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 2025 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 2026 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, 2026 (“Fiscal 2026”);
(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, 2025 (“Fiscal 2025”); and
(iv)
A proposal to approve the U-Haul Holding Company 2025 Stock Option Plan (Shelf Stock Option Plan) (the “2025 Plan”).
The Notice of Internet Availability of Proxy Materials (the “Notice”) is first being sent to stockholders on or about July 2, 2025. The Proxy Statement and the form of proxy relating to the Annual Meeting are first being made available to stockholders on or about July 2, 2025.
The Board has fixed the close of business on June 23, 2025, 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.