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

Sixth Restated Certificate of Incorporation

At the annual meeting of stockholders (the "Annual Meeting") of United Rentals, Inc. (the "Company") held on May 4, 2023, stockholders approved amendments to the Company's Fifth Amended and Restated Certificate of Incorporation (the "Fifth Amended and Restated Certificate of Incorporation") to improve shareholder written consent by reducing the share ownership threshold required to request a record date in connection with a stockholder written consent from 25% to 15% through an amendment to the Company's Fifth Amended and Restated Certificate of Incorporation. The amendments to the Fifth Amended and Restated Certificate of Incorporation became effective upon the filing of a Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware on May 4, 2023. A copy of the Certificate of Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In addition, on May 4, 2023, the Company filed a Sixth Restated Certificate of Incorporation (the "Sixth Restated Certificate of Incorporation") with the Secretary of State of the State of Delaware, integrating into a single instrument all of the provisions of the Fifth Restated Certificate of Incorporation which were then in effect and those amendments approved by the stockholders on May 4, 2023. The Sixth Restated Certificate of Incorporation only restated and integrated, and did not further amend, the provisions of the Fifth Restated Certificate of Incorporation. The foregoing description of the Company's Sixth Restated Certificate of Incorporation is qualified in all respects by reference to the text of the Sixth Restated Certificate of Incorporation, which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.

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

On May 4, 2023, the Company held its Annual Meeting at which the stockholders voted: (i) upon the election of José B. Alvarez, Marc A. Bruno, Larry D. De Shon, Matthew J. Flannery, Bobby J. Griffin, Kim Harris Jones, Terri L. Kelly, Michael J. Kneeland, Francisco J. Lopez-Balboa, Gracia C. Martore and Shiv Singh to the Board for one-year terms; (ii) upon the ratification of the appointment of Ernst & Young LLP as the Company's public accounting firm for the fiscal year ending December 31, 2023; (iii) on an advisory (non-binding) basis to approve the compensation of the Company's named executive officers; (iv) on an advisory (non-binding) basis on whether an advisory vote on executive compensation should be held every year, every two years or every three years; (v) on a Company proposal to improve shareholder written consent (to amend the Fifth Amended and Restated Certificate of Incorporation to reduce the share ownership threshold to request a record date in connection with a stockholder written consent from 25% to 15%); and (vi) on a stockholder proposal to improve shareholder written consent.

The stockholders (i) elected all eleven directors, (ii) approved the ratification of the appointment of Ernst & Young LLP, (iii) approved (on a non-binding basis) the compensation of the Company's named executive officers, (iv) voted (on a non-binding basis) in favor of holding an advisory vote on executive compensation every year, (v) accepted the Company's proposal to improve shareholder written consent (to amend the Fifth Amended and Restated Certificate of Incorporation to reduce the share ownership threshold to request a record date in connection with a stockholder written consent from 25% to 15%) and (vi) rejected a stockholder proposal to improve shareholder written consent.

The final voting results for each of the matters submitted to a vote of stockholders at the 2023 Annual Meeting are set forth below:

Proposal 1. Election of Directors.



Nominee                      For      Against  Abstain Broker Non-Votes
José B. Alvarez           50,323,834 8,256,910 47,345     4,092,895
Marc A. Bruno             55,972,103 2,620,234 35,752     4,092,895
Larry D. De Shon          56,019,194 2,571,500 37,395     4,092,895
Matthew J. Flannery       58,040,943  552,852  34,294      4,092,895
Bobby J. Griffin          55,014,889 3,578,275 34,925      4,092,895
Kim Harris Jones          57,819,931  776,091  32,067     4,092,895
Terri L. Kelly            56,365,548 2,230,284 32,257     4,092,895

Michael J. Kneeland 57,175,767 1,417,107 35,215 4,092,895 Francisco J. Lopez-Balboa 58,173,666 419,625 34,798 4,092,895 Gracia C. Martore 57,417,451 1,178,620 32,018 4,092,895 Shiv Singh

                56,018,193 2,574,087 35,809     4,092,895

Proposal 2. Ratification of Appointment of Public Accounting Firm.



   For      Against   Abstain Broker Non-Votes
59,853,510  2,828,777 38,697         *

--------------------------------------------------------------------------------

* Not applicable.

Proposal 3. Advisory Approval of Executive Compensation.



   For      Against  Abstain Broker Non-Votes
54,787,942 3,769,988  70,159     4,092,895

Proposal 4. Advisory Vote on Frequency of Executive Compensation Vote.

Every Year Every 2 Years Every 3 Years Abstain Broker Non-Votes 57,126,756 82,792 1,378,597 39,944 4,092,895

As disclosed above, a substantial majority of the votes cast on Proposal 4 voted, on an advisory basis, to hold an advisory stockholder vote on executive compensation every year. In view of these voting results and in accordance with the Board's recommendation, the Board has determined that an advisory vote on executive compensation will be submitted to stockholders every year until the next required advisory vote on the frequency of stockholder votes on executive compensation.

Proposal 5. Company Proposal to Improve Shareholder Written Consent (Amend Fifth Amended and Restated Certificate of Incorporation to Reduce Share Ownership Threshold to request a record date in connection with a stockholder written consent from 25% to 15%).

For Against Abstain Broker Non-Votes

57,221,342 648,846 757,901 4,092,895

Proposal 6. Stockholder Proposal to Improve Shareholder Written Consent.



   For      Against   Abstain Broker Non-Votes
19,609,458 38,795,895 222,736     4,092,895

Item 9.01 Financial Statements and Exhibits.



Exhibit No.     Description
    3.1           Certificate of Amendment to the United Rentals, Inc. Fifth Amended
                and Restated Certificate of Incorporation of United Rentals, Inc,
                effective May 4, 2023.
    3.2           Sixth Restated Certificate of Incorporation of United Rentals,
                Inc., effective May 4, 2023
    104         The cover page from this Current Report on Form 8-K, formatted in
                Inline XBRL

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses