Sunbelt Rentals Holdings, Inc.
For the period ended Sep 1, 2026. Filed Jul 21, 2026.
View on SEC.govAbout this filing
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.
Sep 1, 2026 · Filed Jul 21, 2026
Contents
Cover page
Show cover page
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
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 under Rule 14a-12 |
|---|
Sunbelt Rentals Holdings, 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 all boxes that apply):
| ☒ | 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 |
|---|
Message from Our CEO and Chair
Dear Fellow Stockholder:
It is our pleasure to invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Sunbelt Rentals Holdings, Inc., a Delaware corporation (“Sunbelt,” the “Company,” “we,” “us” or “our”), to be held virtually at 11:30 a.m. (Eastern Time) on September 1, 2026.
In connection with the Annual Meeting, the accompanying Notice of Annual Meeting and Proxy Statement describe the matters we plan to address at the meeting. We also intend to host aquestion-and-answer session during which our stockholders will have the opportunity to ask questions of management.
We are holding the Annual Meeting in a virtual-only meeting format. You will not be able to attend the Annual Meeting at a physical location. We believe a virtual meeting will provide all stockholders with a consistent experience and allow you to participate in the Annual Meeting, regardless of your location. You will be able to submit questions during the meeting using online tools, providing the opportunity for meaningful engagement with the Company. For more information about the virtual-only meeting format, please see Question 5, “How do I attend the Annual Meeting?” on page 65 of the accompanying proxy statement.
We are using the “notice and access” method of providing proxy materials to you via the Internet at www.proxyvote.com, instead of by mail. On or about July 21, 2026, we will begin mailing to our stockholders a proxy statement and related proxy materials or a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement and related proxy materials and how to vote online.
Your vote is very important, so we encourage you to review the information contained in the proxy materials and submit your proxy, regardless of the number of shares you own. If you do not vote your shares, you will not have a say on the important issues to be voted on at the Annual Meeting.
On behalf of the Board of Directors and the employees of the Company, we would like to thank you for being a stockholder and express our appreciation for your ongoing support of our Company.
Sincerely,
| Chief Executive Officer | Board Chair |
|---|
Notice of 2026 Annual Meeting of Stockholders
| Time and Date 11:30 a.m. (Eastern Time) Tuesday, September 1, 2026 Place Virtual meeting at https://virtualshareholdermeeting.com/SUNB2026 Record Date July 6, 2026 > How to Vote If you requested a hard copy of the proxy statement, please complete, sign and return your proxy card, or you may vote online or via telephone by following the instructions included on the Notice, voting instruction form or proxy card you received in the mail. Your vote is important, and regardless of whether you plan to attend the Annual Meeting, please vote as promptly as possible. To cast your vote during the Annual Meeting, you will need to enter the 16-digit control number found on the notice or proxy card, as applicable, at the time you log in to the meeting at https://virtualshareholdermeeting.com/SUNB2026. You may inspect a list of stockholders of record at the Company’s headquarters during regular business hours within the 10-day period before the Annual Meeting. | Proposals: During the Annual Meeting, you will be asked to vote on the following proposals: 1. Election of the ten nominees named in the accompanying proxy statement to serve as directors until the Annual Meeting of Stockholders in 2027; 2. Approval of a non-binding, advisory resolution regarding the compensation paid to Sunbelt’s named executive officers; 3. Approval of a non-binding, advisory resolution regarding the frequency with which Sunbelt will conduct future stockholder advisory votes on executive compensation; 4. Ratify the appointment of PricewaterhouseCoopers LLP as Sunbelt’s independent registered public accounting firm for fiscal 2027; and 5. Transact any other business as may properly be brought before the meeting and any adjournment or postponement thereof. | |||
|---|---|---|---|---|
| > By Internet Visit www.proxyvote.com to vote online | > By Telephone Call the telephone number on your proxy card, voting instruction form or notice | > By Mail Mark, sign, date andreturn each proxy card or voting instruction form | ||
| For information about the virtual-only meeting format, please see Question 5, “How do I attend the Annual Meeting?” on page 65 of the accompanying proxy statement. The Board of Directors recommends a vote “FOR” each of the director nominees, “FOR” Proposals 2 and 4 and “1 YEAR” with regard to Proposal 3. We expect to commence mailing the proxy statement and related proxy materials, or the Notice, to stockholders, on or around July 21, 2026. By Order of the Board of Directors Executive Vice President, General Counsel and Corporate Secretary | ||||
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on September 1, 2026: The Notice of Annual Meeting, Proxy Statement and Annual Report for the fiscal year ended April 30, 2026 are available at www.proxyvote.com
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.