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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 17, 2023

HERTZ GLOBAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-37665

61-1770902

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

8501 Williams Road

Estero, Florida 33928

(Address of principal executive offices, including zip code)

(239) 301-7000

(Registrant’s telephone number, including area code)

Not Applicable

(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 Symbols

Name of Each Exchange on which Registered

Common Stock, par value $0.01 per share

HTZ

Nasdaq Global Select Market

Warrants to Purchase Common Stock

HTZWW

Nasdaq Global Select Market

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. o

  

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Item 5.07 Submission of Matters to a Vote of Security Holders

On May 17, 2023, Hertz Global Holdings, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders. The final voting results for each matter submitted to a vote of stockholders at the Meeting are set forth below.

1.    Election of Directors

The Company’s stockholders elected the following nominees to the Board of Directors, each for a three-year term. For each nominee, the voting results were as follows:

			Nominee						For						Withheld						Broker Non-Votes
			Jennifer Feikin						226,540,500						33,399,570						22,927,635
			Mark Fields						252,956,080						6,983,990						22,927,635
			Evangeline Vougessis						242,056,238						17,883,832						22,927,635

2.    Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Auditor for Fiscal 2022

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year 2023. The voting results were as follows:

			For						Against						Abstain
			282,538,880						260,114						68,711

3.    Advisory Vote to Approve Executive Compensation

The Company’s stockholders approved, on a non-binding, advisory basis, a resolution approving the Company’s named executive officers’ compensation. The voting results were as follows:

			For						Against						Abstain						Broker Non-Votes
			222,391,796						37,037,954						510,320						22,927,635

4.    Advisory Vote on the Frequency of Advisory Votes on Executive Compensation

The Company’s stockholders approved, on a non-binding, advisory basis, the frequency of one year for the advisory vote on compensation of the Company’s named executive officers. The voting results were as follows:

						1 Year						2 Years						3 Years						Abstain						Broker Non-Votes
						253,224,611						5,059,378						1,496,636						159,445						22,927,635

Based on this non-binding advisory vote, and consistent with the recommendation of the Company’s Board of Directors, the Company has determined that it will hold future advisory votes on named executive officer compensation on an annual basis until the next stockholder vote on the frequency of future advisory votes on named executive officer compensation.

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SIGNATURES

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

			HERTZ GLOBAL HOLDINGS, INC.
			By:			/s/ Colleen Batcheler
			Name:			Colleen Batcheler
			Title:			Executive Vice President, General Counsel and Secretary

Date:  May 18, 2023