UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 21, 2018 (August 21, 2018)
HERTZ GLOBAL HOLDINGS, INC.
THE HERTZ CORPORATION
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
DELAWARE | 001-37665 | 61-1770902 | ||
DELAWARE | 001-07541 | 13-1938568 | ||
(State of incorporation) | (Commission File Number) | (I.R.S Employer Identification No.) | ||
8501 Williams Road | ||||
Estero, Florida 33928 | ||||
8501 Williams Road | ||||
Estero, Florida 33928 | ||||
(Address of principal executive offices, including zip code) | ||||
(239) 301-7000 | ||||
(239) 301-7000 | ||||
(Registrant’s telephone number, including area code) | ||||
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 o
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
ITEM 5.02 ELECTION OF DIRECTORS
(d)
Effective on August 21, 2018, the Boards of Directors of Hertz Global Holdings, Inc. (“Hertz Holdings”) and its wholly-owned subsidiary The Hertz Corporation (“Hertz” and together with Hertz Holdings, the “Companies”) elected Kevin M. Sheehan to serve as a director of each of the Companies. Mr. Sheehan has also been appointed to serve on the Financing Committee and the Technology Committee of the Boards of Directors of the Companies.
In his capacity as a director of the Companies, Mr. Sheehan will be entitled to compensation in accordance with Hertz Holdings’ policy regarding the compensation of directors and its 2016 Omnibus Incentive Plan. Hertz Holdings’ policy regarding the compensation of directors provides for an annual retainer for non-employee directors of $210,000, with $85,000 paid in cash and $125,000 paid in restricted stock units, which amounts will be pro-rated in the case of directors serving for a portion of the year. Mr. Sheehan will receive an additional annual cash fee of $25,000 for his service as a member of the Financing Committee and Technology Committee of the Companies, which amount will be pro-rated for service for a portion of the year.
The Companies reimburse their directors for reasonable and necessary expenses incurred while performing the duties as directors, and directors of the Companies are entitled to free worldwide Hertz car rentals. Mr. Sheehan is also expected to enter into an Indemnification Agreement with Hertz Holdings in the form filed with the Securities and Exchange Commission as exhibit 10.16 to its 2016 Annual Report on Form 10-K filed on March 6, 2017, which is incorporated by reference herein in its entirety.
Other than the standard compensation arrangements described above, there are no arrangements or understandings between Mr. Sheehan and any other person pursuant to which he was elected as a director. Mr. Sheehan has not entered into or proposed to enter into any transactions required to be reported under Item 404(a) of Regulation S-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
SIGNATURE
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. THE HERTZ CORPORATION | ||
(each, a Registrant) | ||
By: | /s/ Richard J. Frecker | |
Name: | Richard J. Frecker | |
Title: | Executive Vice President, General Counsel and Secretary | |
Date: August 21, 2018
Hertz Appoints Kevin Sheehan to Board of Directors
ESTERO, Fla., August 21, 2018 /PRNewswire/ -- Hertz Global Holdings, Inc., (NYSE: HTZ) today announced the appointment of Kevin M. Sheehan to its Board of Directors. With his appointment, the size of the company’s Board has increased to eight directors. Mr. Sheehan will be a member of the Financing and Technology committees of the Board.
Mr. Sheehan has been a director of Scientific Games Corporation, a gaming and lottery company (“Scientific Games”), since 2016 and has served as Scientific Games’ Senior Advisor since June 1, 2018. From August 5, 2016 to May 2018, Mr. Sheehan served as the President and Chief Executive Officer at Scientific Games. Mr. Sheehan previously held several senior positions with Norwegian Cruise Line Holdings Ltd., a global cruise company, from November 2007 to January 2015. These positions included President from August 2010 to January 2015; Chief Executive Officer from November 2008 to January 2015; and Chief Financial Officer from November 2007 to September 2010. Mr. Sheehan also previously served as Chairman of the Board and Chief Executive Officer of Cendant Corporation’s Vehicle Services Division from March 2003 to March 2005, which included global responsibility for Avis Rent A Car, Budget Rent A Car, Budget Truck, PHH Vehicle Management, First Fleet and Wright Express.
“We are pleased to have Kevin join us. He is a proven leader who brings investment, financial, travel and business experience to our Board of Directors. We believe his insight and deep experience will make him a valued addition to the Board,” said Henry R. Keizer, Hertz’s Chairman of the Board.
Mr. Sheehan currently serves on the Boards of Directors of New Media, Inc., Scientific Games, and Dave & Buster's Entertainment, Inc. Mr. Sheehan received an undergraduate degree from Hunter College and an MBA from New York University’s Graduate School of Business.
About Hertz
The Hertz Corporation, a subsidiary of Hertz Global Holdings, Inc., operates the Hertz, Dollar and Thrifty vehicle rental brands in approximately 10,200 corporate and franchisee locations throughout North America, Europe, The Caribbean, Latin America, Africa, the Middle East, Asia, Australia and New Zealand. The Hertz Corporation is one of the largest worldwide rental companies, and the Hertz brand is one of the most recognized in the world. Product and service initiatives such as Hertz Gold Plus Rewards, Ultimate Choice, Carfirmations, Mobile Wi-Fi and unique vehicles offered through the Adrenaline, Dream, Green and Prestige Collections set Hertz apart from the competition. Additionally, The Hertz Corporation owns the vehicle leasing and fleet management leader Donlen, operates the Firefly vehicle rental brand and Hertz 24/7 car sharing business in international markets and sells vehicles through Hertz Car Sales. For more information about The Hertz Corporation, visit: www.hertz.com.
For further information: Hertz Media Relations, (844) 845-2180 (toll free), mediarelations@hertz.com