Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 11, 2023, the Board of Directors (the "Board") of Herc Holdings Inc. (the "Company") amended and restated the Company's Amended and Restated By-Laws (as amended and restated, the "By-Laws") which became effective immediately upon approval by the Board.

The amendments to the By-Laws were made to enhance the procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of stockholder proposals (other than proposals to be included in the Company's proxy statement pursuant to Rule 14a-8 under the Exchange Act) at stockholder meetings, including without limitation by (i) requiring a stockholder delivering a notice pursuant to the advance notice provisions of the By-Laws to comply with the requirements of Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and make related undertakings, including to provide reasonable evidence that the undertakings have been satisfied; and (ii) requiring additional background information and disclosures of stockholders proposing director nominees and other business and director nominees proposed by stockholders. In addition, the By-Laws reflect updates to conform to Delaware General Corporation Law amendments related to electronic meetings and to include various conforming and clarifying changes.

The foregoing description of the amendments to the By-Laws does not purport to be complete and is qualified in its entirety by the text of the By-Laws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference. A marked copy of the By-Laws, which indicates the changes from the prior version of the Company's By-Laws, is filed herewith as Exhibit 3.2.

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

The Company held its 2023 Annual Meeting of Stockholders on May 11, 2023. Matters submitted to a vote of the stockholders at that meeting and the final voting results with respect to each matter are set forth below:

1.Election of Directors. The seven director nominees identified below were elected to serve for a one-year term expiring at the 2024 Annual Meeting of Stockholders. Voting results were as follows:


                             For               Against      Abstain   Broker Non-Votes
Patrick D. Campbell       20,685,283    5,006,603       29,452           1,443,230
Lawrence H. Silber        24,036,570    1,663,617       21,151           1,443,230
James H. Browning         24,096,064    1,600,385       24,889           1,443,230
Shari L. Burgess          24,102,189    1,589,209       29,940           1,443,230
Jean K. Holley            23,045,341    2,646,053       29,944           1,443,230
Michael A. Kelly          22,944,811    2,746,492       30,035           1,443,230
Rakesh Sachdev            22,971,227    2,720,011       30,100           1,443,230

2.Advisory Vote on Executive Compensation. Stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers, with the following vote:


     For         Against     Abstain     Broker Non-Votes
  23,668,166    2,013,679    39,493         1,443,230



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3.Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation. Stockholders approved, on a non-binding advisory basis, the annual presentation of an advisory vote on named executive officer compensation, with the following vote:


   1 Year      2 Years     3 Years     Abstain     Broker Non-Votes
 22,843,388    97,787     1,232,324   1,547,839       1,443,230

Consistent with the Board's recommendation to stockholders and these voting results, the Company will hold a non-binding advisory vote on the compensation of the Company's named executive officers annually until the next vote on the frequency of such advisory vote.

4.Ratification of the Selection of Independent Public Accountants. Stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2023, with the following vote:

For Against Abstain Broker Non-Votes


  27,032,576     107,554     24,438             0

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.
Exhibit
Number                                                  Description
3.1                        Amended and Restated By-Laws of Herc Holdings Inc., effective as of May
                         11, 2023.
3.2                        Amended and Restated By-Laws of Herc Holdings Inc., effective as of May
                         11, 2023 (marked copy).
104                      Cover Page Interactive Data File (embedded within the Inline XBRL
                         document)



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