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
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Date of Report (Date of earliest event reported): June 03, 2026 |
McGRATH RENTCORP
(Exact name of Registrant as Specified in Its Charter)
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California |
000-13292 |
94-2579843 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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5700 Las Positas Road |
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Livermore, California |
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94551-7800 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (925) 606-9200 |
(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:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Stock |
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MGRC |
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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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 3, 2026, McGrath RentCorp (the “Company”) held its 2026 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the following proposals were voted on by the Company’s shareholders, and the voting results are set forth below. The proposals are described in detail in the proxy statement for the Annual Meeting that the Company filed with the Securities and Exchange Commission on April 24, 2026.
Proposal 1. Election of Directors.
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Name of Nominee |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
Nicolas C. Anderson |
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19,770,773 |
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410,147 |
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1,346,820 |
Kimberly A. Box |
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19,580,605 |
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600,315 |
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1,346,820 |
Smita Conjeevaram |
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18,501,270 |
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1,679,650 |
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1,346,820 |
William J. Dawson |
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19,601,162 |
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579,758 |
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1,346,820 |
Joseph F. Hanna |
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19,944,209 |
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236,710 |
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1,346,820 |
Philip B. Hawkins |
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20,077,274 |
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103,645 |
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1,346,820 |
Bradley M. Shuster |
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18,934,534 |
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1,246,386 |
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1,346,820 |
Proposal 2. To approve the amendment and restatement of the Company's 2016 Stock Incentive Plan (the "2016 Plan") as the
Amended and Restated 2026 Stock Incentive Plan (the “2026 Plan”) and to: (i) increase the number of authorized shares
of the Company’s Common Stock issuable under the 2026 Plan by 576,108 shares; (ii) re-approve the Internal Revenue
Code Section 162(m) performance criteria and award limits; (iii) set minimum vesting periods for certain awards; (iv) set
annual limits on the grant date fair value of awards to our non-employee directors; and (v) extend the term of the 2026
Plan for ten years from the date of shareholder approval.
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Votes For |
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Votes Against |
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Abstain |
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Broker Non-Votes |
19,600,863 |
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515,299 |
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64,758 |
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1,346,820 |
Proposal 3. To ratify the appointment of Grant Thornton LLP as the independent auditors for the Company for the year ending December 31, 2026.
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Votes For |
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Votes Against |
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Abstain |
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Broker Non-Votes |
20,572,569 |
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942,106 |
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13,065 |
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None |
Proposal 4. To approve on a non-binding, advisory basis, the compensation of the Company’s named executive officers.
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Votes For |
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Votes Against |
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Abstain |
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Broker Non-Votes |
19,503,243 |
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392,629 |
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285,048 |
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1,346,820 |
SIGNATURES
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.
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McGRATH RENTCORP |
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Date: |
6/5/2026 |
By: |
/s/ Gilda Malek |
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Senior Vice President, Chief Legal Officer and Corporate Secretary |