false000136447900013644792024-05-162024-05-16

Date of Report (Date of earliest event reported): May 16, 2024

(Exact name of registrant as specified in its charter)

(Address of principal executive offices and zip code)

(Registrant's telephone number,

including area code)

(Former name or former address, if

changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common Stock, par value $0.01 per share

HRI

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐ 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

The Company held its 2024 Annual Meeting of Stockholders on May 16, 2024. Matters submitted to a vote of the stockholders at that meeting and the final voting results with respect to each matter are set forth below:

1.Election of Directors. The eight director nominees identified below were elected to serve for a one-year term expiring at the 2025 Annual Meeting of Stockholders. Voting results were as follows:

2.Advisory Vote on Executive Compensation. Stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, with the following vote:

For			Against			Abstain			Broker Non-Votes
25,381,609			304,734			32,213			1,218,845

3.Ratification of the Selection of Independent Public Accountants. Stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024, with the following vote:

For			Against			Abstain			Broker Non-Votes
26,766,391			151,953			19,057			0

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			HERC HOLDINGS INC.
			(Registrant)
			By:			/s/ S. Wade Sheek
			Name:			S. Wade Sheek
			Title:			Senior Vice President, Chief Legal Officer and Secretary

Date:  May 21, 2024