ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective May 16, 2020, Kathryn V. Marinello resigned from her position as
President and Chief Executive Officer of Hertz Global Holdings, Inc. ("HGH") and
The Hertz Corporation ("Hertz") (collectively, the "Company") and from any
office at any affiliated entity of the Company and resigned as a member of the
Company's Board of Directors (the "Board"). If requested by the Company, Ms.
Marinello has agreed to provide consulting and transition services to the
Company upon mutual agreement of the terms and conditions.
On May 16, 2020, the Board appointed Paul E. Stone, the Company's Executive Vice
President and Chief Retail Operations Officer North America, to serve as
President and Chief Executive Officer of the Company and as a Director on the
Board.
Mr. Stone, 50, has served as Executive Vice President and Chief Retail
Operations Officer North America of the Company since March 2018. Prior to that,
Mr. Stone most recently served as the Chief Retail Officer at Cabela's Inc., an
outdoor outfitter retail company, from November 2015 to December 2017. Prior to
joining Cabela's Inc., Mr. Stone spent 28 years growing his career with Sam's
Club, a retail warehouse subsidiary of Walmart Inc., a multinational retail
corporation, most-recently as Senior Vice President - West Division from 2007 to
2015, where he led operations upwards of 200 locations with more than 30,000
employees.
Pursuant to his appointment, effective May 16, 2020, the Company entered into an
Amended and Restated Offer Letter, Confidentiality and Non-Competition Agreement
with Mr. Stone (the "Amended Offer Letter"). This Amended Offer Letter amends
and replaces in its entirety Mr. Stone's Offer Letter with Hertz, dated February
27, 2018, and his Confidentiality and Non-Competition Agreement with the
Company, dated February 28, 2018, which was incorporated by reference into his
original Offer Letter.
Under the terms of the Amended Offer Letter, Mr. Stone or the Company may
terminate the employment relationship at any time, for any reason. Mr. Stone is
entitled to receive an annual base salary of $1,000,000. Additionally, Mr. Stone
will (i) be eligible to receive a key employee retention bonus; (ii) continue to
participate in the Company's Severance Plan for Senior Executives; (iii)
continue to receive a Company-provided vehicle for personal and professional
use; (iv) continue to be eligible for four (4) weeks of vacation per the terms
and conditions of the Company's vacation policy; and (v) be eligible to
participate in the employee benefit plans and arrangements generally offered to
other U.S. senior executives of the Company.
The Amended Offer Letter provides for restrictions on (i) competing with the
Company while employed and for a period of eighteen (18) months following a
termination of employment for any reason; (ii) soliciting employees and
customers or prospective customers of the Company while employed and for a
period of eighteen (18) months following a termination of employment for any
reason; (iii) disclosing confidential information while employed and perpetually
thereafter; and (iv) disparaging the Company while employed and perpetually
thereafter.
The foregoing description of the Amended Offer Letter does not purport to be
complete and is subject to, and qualified in its entirety by reference to, the
complete text of the Amended Offer Letter, a copy of which is attached hereto as
Exhibit 10.1 and is incorporated herein by reference.
The selection of Mr. Stone to serve as President and Chief Executive Officer was
not pursuant to any arrangement or understanding with respect to any other
person. There are no family relationships between Mr. Stone and any director or
executive officer of the Company, and there are no transactions between Mr.
Stone and the Company that would be required to be reported under Item 404(a) of
Regulation S-K.
ITEM 7.01 REGULATION FD DISCLOSURE.
On May 18, 2020, the Company issued a press release announcing the resignation
of Ms. Marinello and the appointment of Mr. Stone as President and Chief
Executive Officer and as a Director on the Board. The full text of the press
release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference.
The information contained in Exhibit 99.1 shall not be deemed to be "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and shall not be incorporated by reference into any filings
under the Securities Act of 1933, as amended, or the Exchange Act, except as may
be expressly set forth by specific reference in such filing.
ITEM 9.01 EXHIBITS.
(d) Exhibits
Exhibit
Number Title
10.1 Amendment to Offer Letter between Paul E. Stone and The Hertz
Corporation
99.1 Press release, dated May 18, 2020
101.1 Pursuant to Rule 406 of Regulation S-T, the cover page to this Current
Report on Form 8-K is formatted in Inline XBRL
104.1 Cover Page Interactive Data File (Embedded within the Inline XBRL
document and included in Exhibit 101.1)
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