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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 21, 2025

 

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 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   The Nasdaq Stock Market LLC
Warrants to Purchase Common Stock   HTZWW   The Nasdaq Stock Market LLC

 

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. ¨

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On May 21, 2025, Hertz Global Holdings, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “2025 Meeting”). The final voting results for each matter submitted to a vote of stockholders at the 2025 Meeting are set forth below.

 

 

1.Election of the Company’s Four Director Nominees

 

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

 

Nominee   For   Withheld   Broker Non-Votes
Francis S. Blake   224,091,780     1,885,651   34,636,159
Vincent J. Intrieri   200,341,776   25,635,655   34,636,159
Michael Gregory O’Hara   205,930,096   20,047,335   34,636,159
Thomas Wagner   204,956,065   21,021,366   34,636,159

 

 

2.Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Auditor for the Fiscal Year Ending December 31, 2025

 

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending December 31, 2025. The voting results were as follows:

 

For   Against   Abstain
257,259,226   2,526,755   827,609

 

 

3.Approval, on an Advisory Basis, of the Company’s Named Executive Officers’ 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
189,733,782   35,543,451   700,198   34,636,159

 

 

 

 

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/ Katherine Lee Martin
  Name: Katherine Lee Martin
  Title: Executive Vice President, General Counsel, and Corporate Secretary

Date: May 22, 2025