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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No.1)

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 22, 2024

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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EXPLANATORY NOTE

Hertz Global Holdings, Inc. has determined that an administrative error occurred in connection with the filing of a Current Report on Form 8-K that was originally filed with the Securities and Exchange Commission on May 22, 2024 (the "Original Report"). This amendment to the Original Report (this "Amendment") is being filed solely for the purpose of correcting the title of the signatory to the Original Report. Except for the foregoing, this Amendment does not modify or update any disclosure contained in the Original Report.

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 22, 2024, Hertz Global Holdings, Inc. (the “Company”) held its 2024 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
			Colin Farmer						240,502,586						6,282,106						26,656,803
			Andrew Shannahan						204,972,612						41,812,080						26,656,803
			Wayne "Gil" West						245,508,696						1,275,996						26,656,803

2.    Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Auditor for Fiscal 2024

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year 2024. The voting results were as follows:

			For						Against						Abstain
			272,415,891						713,943						311,661

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
			238,133,186						7,383,087						1,268,419						26,656,803

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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/ Alexandra Brooks
			Name:			Alexandra Brooks
			Title:			Executive Vice President and Chief Financial Officer

Date:  May 22, 2024