Who
can vote in connection with the Annual Meeting?
You may vote if you were the record or beneficial owner of AMERCO common stock as of the close of business on the Record Date. As of the Record Date, there
were 19,607,788 shares of common
stock outstanding
and entitled to vote.
How do I attend the Annual Meeting?
The Annual Meeting will be webcast live over the internet
at amerco.com and will be hosted at
the U-Haul Central Towers, 2727
N. Central Avenue, Phoenix, Arizona 85004, at 9:00
a.m.
local time
/
12 noon Eastern Daylight Time
, on
August 24
, 201
7
. Rather than physically attending the Annual Meeting, we encourage stockholders to attend the Annual Meeting via the live webcast. We believe this is one way to reduce the carbon footprint resulting from
the Annual Meeting. In-person attendance at the Annual Meeting is limited to stockholders as of the Record Date or their legal proxies, and valid photo identification and a copy of such proxy, if applicable, is required for any such attendee. If your share
s are held in “street name” (for instance, through a brokerage firm or bank), you will also need to bring evidence of your beneficial ownership, such as a recent statement from your brokerage account. We discuss holders in “street name” in more detail belo
w.
What am I voting on?
You are voting on:
Proposal 1:
The election of the following
Directors
, each to hold office and serve as a member of the Board until the 201
8
Annual Meeting of Stockholders:
Edward J. Shoen
, James E. Acridge, Charles J. Bayer, Jo
hn P. Brogan, John M. Dodds,
James J. Grogan
,
Karl A. Schmidt and Samuel J
. Shoen.
Proposal 2:
An advisory vote to approve the compensation paid to the Company’s Named Executive Officers as disclosed in this Proxy Statement.
Proposal 3:
An advisory
vote on the frequency of future advisory votes on the compensation of the Company’s Named Executive Officers.
Proposal
4
:
The ratification of the appointment of BDO as the Company’s independent registered public accounting firm for Fiscal 201
8
.
Proposal
5
:
A proposal received from Company stockholder proponents to ratify and affirm the decisions and actions taken by the Board and executive officers of the Company with respect to AMERCO
,
its subsidiaries,
and its various constituencies
for Fiscal 201
7
.
In
addition, stockholders may also vote on any other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof. On such other business, to the maximum extent allowed by the SEC’s proxy
rules
and NASDAQ
L
isting Rules
, the proxy holders will vote as they determine in their discretion.
How does the Board recommend that I vote my shares?
The Board recommendations are as follows:
Proposal 1:
The Board recommends a vote “FOR” each of the
D
irector nominees named in this
P
roxy
S
tatement;
Proposal 2:
The Board recommends a vote “FOR” such proposal;
Proposal 3:
The Board recommends a vote “FOR”
a 3-year frequency for future advisory votes on the compensation of the Company’s Named Executive Off
icers
;
Proposal
4
:
The Board recommends a vote “FOR” such proposal;
and
Proposal
5
:
The Board recomm
ends a vote “FOR” such proposal.
We encourage all stockholders to vote their shares. If you own your shares pursuant to the AMERCO Employee Stock Ownershi
p Plan (“ESOP”) and you do not vote, the ESOP Trustee will vote your shares on your behalf, in its discretion. If you own your shares in “street name” we encourage you to specifically direct your broker (or other record holder) to vote your shares by retur
ning appropriate voting instructions which will be provided to you from such broker or other record holder.
What types of votes are permitted on each Item?
Proposal 1:
You may either vote “FOR” all the nominees to the Board, you may “WITHHOLD” for all nominees, or you may “WITHHOLD” your vote from any
individual
nominee you specify
.
Proposal 2:
You may vote “FOR,” “AGAINST” or “ABSTAIN”
.
Proposal 3:
You may vote “FOR,”
o
nce every “ONE,” “TWO,” “THREE” years or “ABSTAIN”.
Proposal
4
:
You may vote “FOR,” “AGAINST” or “ABSTAIN”
.
Proposal 5
:
You may vote “FOR,” “AGAINST” or “ABSTAIN”.
If you vote
“WITHHOLD” in the case of Proposal 1
or
“ABSTAIN” (in the case of Proposals 2,
3, 4,
or 5)
, your vote will not be counted as a vote cast on such Proposal
.
Who will pay the costs of soliciting these Proxies?
The Board is soliciting proxies from stockholders and
Directors
, officers or other emp
loyees may assist in such effort by mail, email, telephone, facsimile or in
person. We are not paying any specific third-party to solicit proxies on behalf of the Board, but should any costs arise related to the solicitation of proxies then the Company sha
ll bear such costs. We will not provide compensation, other than usual compensation to our
Directors
, officers and other employees who solicit proxies.
How many votes are needed to approve each Item?
Proposal 1:
The eight nominees receiving the most “FOR” votes will be elected.
Proposal 2:
There must be a “FOR” vote from the majority of votes cast.
Proposal 3:
The option of one year, two years or three years receiving the most “FOR” votes will be the frequency s
elected by stockholders
.
Proposal
4
:
There must be a “FOR” vote from the majority of votes cast.
Proposal
5
:
There must be a “FOR” vote from the majority of votes cast.
What is an advisory
stockholder
vote?
An advisory
stockholder vote is non-binding. P
roposals 2 and 3 are
advisory. Such votes afford
stockholder
s the opportunity to provide the Board with feedback (through voting) as to the
stockholder
’s view on the proposal in question.
Stockholder
approval or disapproval of an advisory proposal does n
ot require particular Board action; however,
stockholder
feedback pursuant to an advisory vote will be considered by the Board and addressed as deemed appropriate in the judgment of the Board.
How many votes must be present, whether in person or by pr
oxy, to hold the Annual Meeting?
In order for the Annual Meeting to proceed, holders of one-third of the outstanding shares of common stock of the Company entitled to vote must be present, in person or by proxy, at the meeting. This is referred to as a
quorum. Abstentions, withheld votes, and broker non-votes
(as described below)
are included and counted for purposes of establishing a quorum at the meeting.
What are broker non-votes?
Broker non-votes occur with respect to shares held in “street name
,
” in cases where the record owner (for instance, the brokerage firm or bank) does not receive voting instructions from the beneficial owner and does not have discretionary voting authority with respect to a particular matter. Brokerage firms and banks have
discretionary voting authority to vote with respect to “routine” matters; however they do not have discretionary authority to vote on “non-routine” matters. The following proposals will be considered “non-routine” and therefore your broker will not be abl
e to vote your shares with respect to these proposals unless the broker receives specific voting instructions from you: Proposal 1 (Election of Directors), Proposal 2 (Advisory Vote to Approve the Compensation Paid to the Company’s Named Executive Officers
)
, Proposal 3 (Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers) and Proposal 5
(Stockholder Proposal to Ratify and Affirm the Decisions and Actions Taken by the Board and Executive Offic
ers
of the Company
with respect to AMERCO
,
its Subsidiaries
, and its Various Constituencies
for Fiscal 201
7)
.
Broker non-votes will not be counted towards any of the foregoing proposals and will have no effect on the outcome of such proposals. However, bro
ker non-votes (as well as “abstain”
and withheld
votes) will be counted towards the presence of a quorum.
What if my AMERCO shares are not registered directly in my name?
If the record owner of your shares is a brokerage firm or bank, then your shares are
considered to be held in “street name”. If
on
the Record Date your shares were held in “street name” or you otherwise were not the record holder of such shares, then you are the beneficial owner of such shares, and such shares are not registered directly
in your name. The organization holding your account is considered the stockholder of record for purposes of the Annual Meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares in your account. You will recei
ve the Notice
,
and other proxy materials if requested, as well as voting instructions, directly from that organization. As discussed directly above, if you own your shares in “street name” and do not instruct your broker, banker or other designated record
holder of the shares as to how to vote, such person or entity will only have discretion to vote on Proposal
4 (the
R
atification of the
A
ppointment of BDO as the
C
ompany’s
I
ndependent
R
egistered
P
ublic
A
ccounting
F
irm for Fiscal 201
8),
which is considered t
o be a “routine” matter. We encourage you to specifically direct your broker (or other designated record holder) as to how to vote your shares by returning your voting instructions form or other documents
as
requested
by
your broker
or other designated
record holder
.
If I am a stockholder of record of AMERCO, how do I cast my vote?
There are several ways to cast your vote:
-
You may vote over the internet, by going to
proxyvote.com
.
You will need to
type in the control number indicated on your
P
roxy
C
ar
d and follow the instructions.
-
You may vote over the telephone by dialing
1-800-690-6903
and follow the recorded instructions. You will need the control number indicated on your proxy card.
-
You may vote by mailing in the
P
roxy
Card
. To vote by mail, you m
ust first request and obtain a paper copy of the materials, which will include a
Proxy C
ard. Then, complete, sign and date your proxy card and mail it to
Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717
.
-
You may vote in person, at
the commencement of the Annual Meeting.
If you vote over the internet or telephone, your vote must be received by 11:59 p.m. Eastern
Daylight
Time on August 2
3
, 201
7
to be counted. If you vote by mail, please ensure that your completed
Proxy card
is m
ailed no later than August 1
1
, 201
7
.
How do I vote if I hold my stock through the AMERCO ESOP?
If you hold your stock through the ESOP, you may vote in the same manner as stockholders of record, as described immediately above. If you do
not vote your stock held through the ESOP, the ESOP Trustee will vote your shares for you, in the Trustees
’
discretion.
How many votes do I have?
On each matter to be voted upon, you have one vote for each share of our common stock that you owned as of the close of business on the Record Date.
Who tabulates the votes cast at the Annual Meeting?
We have hired
Broadridge Financial Solutions, Inc. o
r its designee (“Broadridge”)
to tabulate the votes cast in connection with the Annual Meeting. In addition, an employee of Broadridge or its designee will be present at the meeting to serve as the Inspector of Elections.
Could other matters be decided a
t the Annual Meeting?
We are not aware of any other matters that will be considered at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, all shares validly represented by proxies will be voted in accordance with the
discretion of the appointed proxy holder.
What does it mean if I receive more than one Notice or Proxy Card?
If you receive more than one Notice or
Proxy card
, your shares are owned in more than one name or in multiple accounts. In order to ensure that a
ll of your shares are voted, you must follow the voting instructions included in each
Notice and
Proxy card
.
How will I know the voting results?
Preliminary voting results will be announced at the Annual Meeting. Final results will be
reported
on Form
8-K filed with the SEC
within four business days
following the Annual Meeting.
How can I access the Proxy Statement and Annual Report electronically?
To access the Proxy Statement and Annual Report electronically, please visit
proxyvote.com
or the
Company’s Investor Relations website, amerco.com.
You may also consent to receive all future Company proxy statements and annual reports electronically via e-mail. To sign up for e-delivery, please go to amerco.com, and click on the yellow “Electronic Deli
very Enrollment” box toward the top of the page and follow the instructions.
How can I revoke my Proxy?
You may change or revoke your vote by filing with the Company’s Secretary by the close of business on August 2
3
, 201
7
, either a notice of revocation or a signed
Proxy card
bearing a later date or by later re-voting by telephone or over the internet
no later than 11:59 p.m. Eastern Time on August 23, 2017
. You may also revoke your vote with respect to your shares if you a
ttend the Annual Meeting in person and so request, although attendance at the meeting will not automatically revoke your proxy absent specific action on your part.
PROPOSAL 1
THE ELECTION OF DIRECTORS
The independent
Directors
have nominated the following individuals to stand for election at this Annual Meeting:
Edward J. Shoen
, James E. Acridge, Charles J. Bayer, John P. Brogan, John M. Dodds,
James J. Grogan
,
Karl A. Schmidt and Samuel J
. Shoen, and to serve as members of the
Board until the 201
8
Annual Meeting or until their respective successors are duly elected and qualified or their earlier death, resignation or removal.
As of the filing date of this Proxy Statement, each of the nominees is willing and able to serve as a
D
irector of the Company. See “Board of Directors and Corporate Governance - Directors” for information regarding each of the
D
irector nominees.
The person named in the enclosed proxy will vote to elect all of the nominees as
Directors
for term
s
ending at t
he 201
8
Annual Meeting
,
unless you withhold authority to vote for any or all of the nominees by marking the proxy to that effect or so voting in person. If one or more of the eight (8) nominees becomes unavailable to serve prior to the date of the Annual M
eeting, the person named as proxy holder will vote those shares for the election of such other person(s) as the Board may recommend, unless the Board reduces the total number of
Directors
.
Directors are elected by a plurality of the shares
cast
, whether i
n person or by proxy. Votes may be cast “FOR” all nominees, “WITHHOLD” for all nominees, or “WITHHOLD” as to
individual
specific nominees. The eight nominees who receive the greatest number of votes cast “FOR” the election of such nominees
wi
ll be elected
as
Directors
.
The Board recommends a vote “FOR” each
D
irector nominee
named in the Proxy Statement
.
PROPOSAL 2 –
Advisory Vote TO APPROVE THE Compensation paid to the Company’s Named Executive Officers
In accordance with the requirements of Section
14A
of the Securities Exchange Act of 1934
, as amended
(the “Exchange Act”) (which were added by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”)), and the related rules of the SEC, the Company is providing stockholders the
opportunity to vote on a non-binding, advisory resolution to approve the compensation of the Named Executive Officers as disclosed below in this Proxy Statement (commonly referred to as "say-on-pay"), including the Compensation Discussion and Analysis (th
e “CD&A”), the tabular disclosures regarding compensation of our Named Executive Officers and the narrative disclosure accompanying these tables.
We currently seek advisory votes on the compensation of our Named Executive Officers every year. Proposal 3
in this Proxy Statement is an advisory vote on the frequency of future advisory votes on the compensation of our Named Executive Officers. As indicated in the Proposal 3, the Board is recommending that stockholders vote for a three year frequency for the
advisory votes on
executive
compensation
.
Following the
2017
Annual Meeting
of Stockholders
, the Company will disclose on Form 8-K its determination as to the frequency of future advisory votes on the compensation of our Named Executive Officers.
As discu
ssed
in the CD&A, we believe that our compensation policies and decisions are focused on pay-for-performance principles and are strongly aligned with the long-term interests of our stockholders.
The objectives of the Company’s executive compensation
program are to retain current executive officers, to encourage existing personnel to self-develop and magnify functional responsibilities and to entice qualified individuals to join the Company in executive positions as such positions are created or vacate
d. Our compensation program is
intended
to encourage an environment of teamwork, loyalty and fairness at all levels of the Company. This proposal gives you as a stockholder the opportunity to express your views regarding the Company’s executive compensatio
n policies and procedures. The vote is not intended to address any specific item of compensation but rather the overall compensation of our Named Executive Officers and the
principles
and procedures described in this Proxy Statement.
Although this advisory
vote is non-binding, the Board and the Compensation Committee value the views of stockholders and will consider the outcome of the vote when making future compensation decisions for Named Executive Officers.
The Board recommends a vote “FOR” approval of
Proposal 2, as follows:
R
ESOLVED
, that the compensation paid to the Company’s
N
amed
Executive O
fficers, as disclosed pursuant to Item 40
2
of Regulation S-K, including the Compensation Discussion and Analysis and compensation tables and narrative discussi
on
,
is hereby
APPROVED
.
COMPENSATION DISCUSSION AND ANALYSIS
Overview
The purpose of this CD&A is to provide material information about the Company’s compensation philosophy, objectives and other relevant policies and to explain and put into context the
material elements of the disclosure that follows in this Proxy Statement with respect to the compensation of our Named Executive Officers. For Fiscal 201
7
, the Company’s Named Executive Officers were:
Edward J. Shoen
, Chairman and President of AMERCO;
Jason A. Berg,
Chief
Financial Officer of AMERCO;
Laurence J. De Respino, General Counsel;
Samuel J. Shoen, U-Box Project Manager; and
John C. Taylor, President of U-Haul International, Inc. (“U-Haul”).
Compensation Philosophy and Objectives
The objecti
ves of the Company’s executive compensation program are to retain current executive officers, to encourage existing personnel to self-develop and magnify functional responsibilities and to entice qualified individuals to join the Company in executive posit
ions as such positions are created or vacated. The compensation program is
intended
to encourage an environment of teamwork, loyalty and fairness at all levels of the Company.
While this CD&A focuses on the compensation of the Named Executive Officers
, the philosophy and objectives we discuss are generally applicable to all of the Company’s senior officers.
Implementation of Objectives
It is the duty of the Compensation Committee of the Board to review and determine the annual compensation paid to
the President
and other executive officers
. The Compensation Committee and the President implemented these policies while keeping in mind the Company’s approach to overhead costs and such executive officer’s impact on the Company’s objective of providing c
ustomers with an affordable product and service. The Compensation Committee
obtains feedback from the
President for establishing and reviewing the performance of the other
executive officers
, appropriate levels and components of compensation, and any other
items as the Compensation Committee may request.
The Compensation Committee evaluates the compensation of the President at least annually to ensure that it is fair, reasonable
and aligned with the Company’s overall objectives.
The
Compensation Committee did not utilize any benchmarking measure in Fiscal 2017 and traditionally has not tied compensation directly to a specific performance measurement, market value of the Company’s common stock or benchmark related to any established pe
er or industry group. Rather, the Company generally seeks to compensate individual executives commensurate with historic pay levels for such position, adjusted for time and tenure with the Company. Salary increases were strongly correlated to the Preside
nt’s assessment of each Named Executive Officer’s performance and
the President’s
recommendation on the appropriateness of any increase. The Company also generally seeks to increase or decrease compensation, as appropriate, based upon changes in an execut
ive officer’s functional responsibilities within the Company.
The intention of the Company has been to compensate the Named Executive Officers in a manner that maximizes the Company’s ability to deduct such compensation expenses for federal income
tax purposes. However, the Company has the discretion to provide compensation that is not “performance-based” under Section 162(m) of the Internal Revenue Code when it is determined that such compensation is in the best interests of the Company and its st
ockholders and other constituencies. For Fiscal 2018, the Company expects to deduct most of the compensation paid to the Named Executive Officers.
Elements Used to Achieve Compensation Objectives
The principal components of the Company’s compensation p
rogram in Fiscal 201
7
were:
-
Base salary;
-
Discretionary cash bonus;
-
Certain long-term incentives; and
-
Other benefits.
Base Salary
. The Company pays its Named Executive Officers base salaries commensurate with the scope of their job responsibilities, indi
vidual experience, performance, and the period of time over which they have performed their duties. The base salary is typically reviewed annually with adjustments made based upon an analysis of performance and the addition or removal of functional respon
sibilities. There are no guarantees of base salary adjustments. The amount of base salary paid to each of the Named Executive Officers during Fiscal 201
7
is shown in the Summary Compensation Table (“SCT”).
Discretionary Cash Bonus
.
In Fiscal 2017, d
is
cretionary cash bonuses
were
awarded on occasion to Named Executive Officers based upon subjective criteria determined by the Compensation Committee
or the President. These criteria may include such factors as level of responsibility, contributions to res
ult
s, and retention considerations. The Company has not entered into any agreements stipulating or guaranteeing bonuses for any of its Named Executive Officers. The amount of discretionary cash bonuses paid to each of the Named Executive Officers during
Fiscal 201
7
is shown in the SCT.
Certain Long-Term Incentives
. The Company did not grant in Fiscal 201
7
equity interests to Named Executive Officers other than through its ESOP, which is available to all employees of the Company. The Company has not imp
lemented any specific policy requiring its Named Executive Officers or other officers and/or employees to own the Company’s common stock.
PROPOSAL 3 – ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS
Section 14A of the Exchange Act, as added by the Dodd-Frank Act, enables
our stockholders to indicate their preference as to how frequently we should seek future advisory votes on the compensation of our Named Executive Officers. By voting on this proposal, stockholders may indicate whether they would prefer future advisory vot
es once every year, once every two years, or once every three years. Stockholders also may abstain from voting on this proposal.
After careful consideration of this proposal, the Board has determined that an advisory vote on executive compensation that oc
curs every
three (3)
year
s
is the most appropri
ate alternative for the Company. We believe this is consistent with our approach of maintaining a long time horizon in our management of the business, with a focus on investing and building value for the long
term. T
herefore the Board recommends that you vote
FOR A THREE YEAR
(
3
-
YEAR
)
FREQUENCY
for the advisory vote on executive compensation.
As an advisory vote, the vote on the frequency of future advisory votes on the Compensation of the Company’s Named Exe
cutive Officers is not binding upon the Board or the Company. However, the Compensation Committee and Board will consider the outcome of the vote when determining the frequency of future advisory votes on executive compensation.
RELATIONSHIP WITH
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
BDO has served as the Company’s principal independent registered public accounting firm since 2002 and the Audit Committee has selected BDO to audit AMERCO’s financial statements for Fiscal 201
8
. The following
table shows the fees that AMERCO and its consolidated entities paid or accrued for the audit and other services provided by BDO for Fiscal 201
7
and 201
6
.
|
Year Ended
March 31,
|
|
201
7
|
|
201
6
|
|
(In thousands)
|
Audit fees
|
$ 2,811
|
|
$ 2,
767
|
Audit-related
fees
|
65
|
|
65
|
Tax fees
|
-
|
|
-
|
All other fees
|
-
|
|
-
|
Total
|
$ 2,8
76
|
|
$ 2,
832
|
|
|
|
|
Audit Fees.
This category includes the audit of AMERCO’s annual financial statements included in the Annual Report on Form 10-K and the effectiveness of internal control over financial reporting as of fiscal year end, review of financial statements included in AMERCO
’s Quarterly Reports on Form 10-Q, and services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings for those fiscal years. This category also includes advice on accounting mat
ters that arose during, or as a result of, the audit or the review of interim financial statements, statutory audits required by U.S. jurisdictions and the preparation of an annual “management letter” on internal control matters.
Audit-Related Fees.
This
category consists of assurance and related services provided by BDO that are reasonably related to the performance of the audit or review of AMERCO’s financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed
under this category include benefit plan audits.
Tax Fees.
This category consists of professional services provided by BDO for tax compliance, tax advice and tax planning.
All Other Fees.
This category consists of fees billed for any other products and
services provided by BDO USA, LLP not covered under the other captions above.
Each year, the Audit Committee approves the annual audit engagement in advance. The Audit Committee also has established procedures to pre-approve all non-audit services provid
ed by the independent registered public accounting firm. All Fiscal 201
7
non-audit services listed above were pre-approved. The Audit Committee has determined that the provision of services by BDO described in the preceding paragraphs were compatible wit
h maintaining BDO
’s
independence as the Company’s principal independent registered public accounting firm.
PROPOSAL
4
- RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
BDO currently serves as the Company’s independent
registered public accounting firm, and has conducted the audit of the Company’s accounts since 2002. The Audit Committee has appointed BDO to serve as the independent registered public accounting firm to conduct an audit of our accounts for Fiscal 201
8
.
S
election of the Company’s independent registered public accounting firm is not required to be submitted to a vote of the stockholders for ratification. The Sarbanes-Oxley Act of 2002 requires the Audit Committee to be directly responsible for the appointme
nt, compensation and oversight of the audit work of the independent registered public accounting firm. However, the Board has elected to submit the selection of BDO as the Company’s independent registered public accounting firm to stockholders for ratifica
tion as a matter of good corporate practice. Even if stockholders vote in favor of the appointment, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year
if it determines that such a change would be in the best interests of the Company
,
our stockholders
and other constituencies
.
Representatives of BDO are expected to be present at the Annual Meeting. They will have the opportunity to make a statement if th
ey desire to do so and are expected to be available to respond to appropriate questions.
The Board recommends a vote “FOR”
Proposal 4, the
ratification of
the
appointment of
BDO as
the Company’s independent registered public accounting firm
for Fiscal 20
18
.
PROPOSAL 5
- STOCKHOLDER PROPOSAL REGARDING RATIFICATION OF THE DECISIONS AND ACTIONS OF THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS FOR FISCAL 201
7
Proposal 5
for consideration is a proposal from Company stockholders to ratify and affirm the decis
ions and actions taken by the Board and
e
xecutive
o
fficers with respect to AMERCO
,
its subsidiaries
, and the Company’s various constituencies
for Fiscal 201
7
. This proposal originates from the stockholder proposal originally received by the Company on
September 24, 2008, approved at our 2009 Annual Meeting of Stockholders by a vote of 74% of shares voted, and which provided as follows:
“Motion:
We do hereby submit a proposal for inclusion in the AMERCO Annual Meeting Proxy statement, that AMERCO includ
e on the ballot and in the annual meeting materials for such respective annual meetings a stockholder proposal from the undersigned stockholder proponents (or such other stockholder proponent(s) as may make the request, or as a management proposal in the
event the undersigned are no longer stockholders of the Company and no comparable proposal is received from another stockholder), that all decisions and actions made by the AMERCO Board of Directors and
e
xecutive
o
fficers, with respect to AMERCO
and
its
su
bsidiaries for the time frame of April 1 of the year prior to the date of such Proxy Statement through March 31 of the year of such Proxy Statement, be ratified and affirmed.
Reason for Making the Proposal:
To support the AMERCO Board of Directors and
e
xec
utive
o
fficers on their decisions for these time periods. We believe the Company is headed in a positive direction due to their leadership and guidance.
Relevant Notices:
1) We do not have any material interest in the subject matter of the proposal.
2) We are not members of any partnership, limited partnership, syndicate or other group pursuant to any agreement,
arrangement, relationship, understanding, or otherwise, whether or not in writing, organized in whole or in part for the purpose of acquiring
, owning or voting shares of AMERCO stock.
3) The above stockholders have continuously held at least $2,000 in market value of AMERCO shares and we intend to hold the stock through the date of the annual meeting.”
In regard to this Proposal
5
, reference is
hereby made to the Company’s 201
7
Annual Report on Form 10-K, as well as the Company’s other public reports and other filings with the SEC, for disclosures relating to the Company.
The Board recommends a vote “FOR” approval of
Proposal 5,
regarding the
ratification of the decisions and actions of the Board and executive officers
with respect to AMERCO, its subsidiaries, and its various constituencies
for Fiscal 201
7
.
B
OARD
OF
D
IRECTORS
AND
C
ORPORATE
G
OVERNANCE
Directors
Our Board currently consists of e
ight members. Upon the recommendation of our independent
Directors
, the Board has nominated the eight persons listed below to stand for election for a term expiring at the 201
8
Annual Meeting of Stockholders, or until any of their respective successors is
duly elected and qualified
or their earlier death, resignation or removal from office
.
We have set forth below information regarding each
D
irector nominated to stand for election, including the specific experience, quali
fications, attributes, or skills that led the Board to conclude that such person should serve as a director. Our Board believes that the experience, qualifications, attributes, and skills of
the Director nominees will
provide the Company with the ability t
o address the evolving needs of the Company and represent the best interests of our stockholders
and other constituencies
.
EDWARD J. (“JOE”) SHOEN
, 6
8
, has served as Chairman of the Board since 1986 and President of the Company since 1987, as a Director
of U-Haul since 1990, as a Director of Amerco Real Estate Company (“Real Estate”) since 1988 and as a Director of Repwest Insurance Company (“Repwest”) since 1997. Mr. Shoen has been associated with the Company since 1971. Mr. Shoen’s length of service a
nd substantial involvement with the day
-
to
-
day operations of the Company places him in a unique position of understanding the numerous aspects of the moving and
self-
storage business. Additionally, Mr. Shoen holds a significant equity ownership interest in
the Company. Mr. Shoen holds an MBA from Harvard University and a Juris Doctor degree from Arizona State University.
JAMES E. ACRIDGE
, 7
7
, has served as a Director of the Company since 2013. In 1965, Mr. Acridge founded Giant Service Stations
(“Giant”)
, based out of Scottsdale, Arizona, where he served as Giant’s chief executive officer until his departure in 2002. By 2002 Giant was traded on the New York Stock Exchange and had grown to 186 convenience stores/service stations, with 1,000 miles of crude
oil pipelines, three oil refineries, approximately 3,000 employees, five product terminals and 180 truck transports. Mr. Acridge served on the Board of Directors of Real Estate from 2006 to 2013.
Mr. Acridge’s experience in real estate and transportation
brings an additional value to the Board.
CHARLES J. BAYER
, 7
7
, has served as a Director of the Company since 1990 and has been associated with the Company since 1967. Mr. Bayer has served in various executive positions for the Company, including controller, director of U-Haul product design and as President of Real
Estate from 1990 until his retirement in 2000. Mr. Bayer holds an MBA from Arizona State University W.P. Carey School of Business and has taken various continuing education courses through the SEC Institute. Mr. Bayer served two combat tours in Vietnam and
commanded his own ship.
Mr. Bayer’s 50
years of experience with the Company provide Mr. Bayer with a unique insight with respect to many of the Company’s product lines and the moving and
self-
storage industry.
JOHN P. BROGAN
, 7
3
, has served as a Direct
or of the Company since 1998. Mr. Brogan holds an MBA from the University of Notre Dame and is a Fellow of the Massachusetts Society of Certified Public Accountants. Mr. Brogan had a seven
-
year association with Alamo Rent-A-Car that ended in 1986 and has b
een investing in private equity for over 35 years. Mr. Brogan has served as the Chairman of Muench-Kreuzer Candle Company since 1980. As an investor, he has been on the board of directors of several companies and understands the role of an independent dir
ector.
JOHN M. DODDS
,
80
, has
over 50
years of experience with the Company, including serving in various capacities as manager of numerous subsidiaries and operating divisions. This experience includes several years as senior executive vice president in
charge of national field operations, placing him in a position of significant knowledge of the business. Mr. Dodds has served as a Director of the Company since 1987 and as Director of the Company’s subsidiaries, U-Haul and Real Estate
,
since 1990. Mr. Do
dds began his U-Haul affiliation as a service station operator and U-Haul dealer. He has served in numerous capacities at U-Haul. He served in regional field operations until 1986 and served in national field operations until
his retirement in
1994..
JAME
S J
.
GROGAN,
6
3
, served
as a Director of the Company from 1998 to 2005
and was re-elected to serve as a Director in 2016
. An attorney and successfu
l businessman, Mr. Grogan has served in
leadership
positions
in both public and private companies. He serves
on the National Board of Cancer Treatment Centers of America (
“
CTCA
”
) and as President of the Board of CTCA at Western Regional Medical Center. Mr. Grogan is also a recognized real estate investor and developer with expertise in a wide range of asset class
es. In 2000, he was appointed by the Governor of Arizona to the Board of the Arizona Tourism and Sports Authority and was a member of the 2015 Arizona Super Bowl Host Committee. Mr. Grogan also served as President of Sterling Financial/Samoth Capital, a pu
blicly traded, T
oronto
S
tock Exchange
company. From 1991 through 1996, Mr. Grogan was the managing attorney of Gallagher and Kennedy, a full service business law firm in Phoenix, Arizona. He currently serves on the board of Drees Homes, one of the country’
s largest privately-held homebuilding companies.
KARL
A
SCHMIDT,
5
7
, has served as
a Director of the Company since 2016. He has also served as
President and CEO of Belmark, Inc.
(“Belmark”)
, since 1994 providing solutions in the label, flexible packaging
and folding carton markets.
Under Mr. Schmidt's leadership, Belmark grew from a regional label converter of 90 employees to a nationwide packaging company with over 750 employees.
Mr. Schmidt has served on the Advisory Board of HP Indigo Labels & Packagi
ng since 2010 and has been a member of the Wisconsin Manufacturing and Commerce Board since 2010.
He also serves as a member of the Finance Committee of Bellin Health in Green Bay, Wisconsin.
Mr. Schmidt’s experience in the manufacturing industry brings a
practical skill set to the Board.
SAMUEL J. SHOEN
, 3
9
, has served as a Director of the Company since
April
2015
, and
as a Director of the Company’s subsidiaries, U-Haul
, Real Estate, Repwest and Oxford
Life Insurance Company (“Oxford”)
since
2004, 2010, 2011 and 2011
,
respectively.
Mr. Shoen has served as an employee of the Company or its affiliates since 1992, including serving in such capacities as U-Haul Webteam Manager, U-Haul Executive Vice President, President of Repwest, U-Haul Risk M
anagement, and U-Box Project Manager. Mr. Shoen was recommended for election to the Board by the CEO and the independent Directors of the Board. Mr. Shoen’s extensive prior and current experience with the Company’s operations brings a unique and practical
skill set to the Board. Mr. Shoen is the son of Edward J. Shoen.
B
oard Diversity
The Company does not have a specific written policy regarding Board diversity as it relates to the selection of nominees for the Board.
However, Board diversity is conside
red by our Board to be desirable. We believe Board diversity strengthens our alignment with our constituencies and fosters improved decision
-
making, goal setting and resource allocation.
Board candidates are considered based upon various criteria, includin
g, but not limited to, their broad-based business and professional skills and experiences, viewpoints and perspectives, concern for the long-term interests of our
stockholders and
constituencies, and their personal integrity. The Board considers each nomin
ee in the context of the Board as a whole, with the objective of assembling a Board that can best maintain the success of our business. For instance, we believe our
Directors
are knowledgeable and experienced in various business sectors and governmental or
academic endeavors, many of whom are serving or have served on other boards, which further illustrates the diversity present on our Board and the ultimate benefit to our Company
,
stockholders
and other constituencies
.
Leadership Structure and the Board’s
Role in Risk Oversight
Currently, the roles of President and Board Chairman are combined, which we believe fosters clear accountability, effective decision-making, and alignment on corporate strategy. Specifically, our Board believes that its current lead
ership structure, with
Edward J. Shoen
serving as both President and Board Chairman, is appropriate and best serves the interests of our Company
,
stockholders
and other constituencies
. The Company does not have a lead independent director.
Management is responsible for managing the risks that the Company faces. The Board is responsible for overseeing management’s approach to risk management and
supports the achievement of the Company's objectives, including strategic objectives, to improve l
ong-term performance and enhance stockholder value.
A fundamental part of risk management is not only understanding the risks the Company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropr
iate for the Company.
The involvement of the full Board in reviewing our strategic objectives and plans is a key part of the Board’s assessment of management’s approach and tolerance to risk. While the Board has ultimate oversight responsibility for overse
eing management’s risk management process, various committees of the Board assist them in fulfilling that responsibility.
The Board has delegated to its various committees the oversight of risk management practices for categories of risk relevant to
their functions. For example, through its Audit Committee, our Board oversees the management by our financial reporting group of our financial statement disclosure controls, systems of internal control over financial reporting, significant financial and ac
counting matters, as well as the Company’s compliance with legal and regulatory requirements. Through its Compensation Committee, our Board manages potential business risks inherent in our compensation programs to ensure that they do not encourage unaccept
able levels of risk. The Executive Finance Committee oversees risks associated with the Company’s credit and debt positions and liquidity, monitors the level of risk associated with investment policies and investment portfolios, and evaluates current strat
egic endeavors by evaluating both short
-
and long
-
term debt structures.
Director Independence
O
ur Board has affirmatively determined, based upon the recommendation of our Independent Governance Committee, that all of our
Directors
, except
Edward J. Shoen
and
Samuel J
. Shoen, are “independent” under the NASDAQ Listing Rules. In addition,
all of
the
Directors
who serve on our Audit Committee
and Compensation Committee
each satisfy the enhanced independence standards established by the NASDAQ Listing Rules.
OTHER INFORMATION REGARDING THE BOARD OF DIRECTORS
The full Board of the Company met in
Board
meetings six times during Fiscal 2017. For Fiscal 2017, each
D
irector attended at least 85% of the scheduled Board meetings
and meetings for the committees on which such respective individual served. The independent Directors met in executive session, without the presence of management, as part of each regularly scheduled Board meeting.
Directors are encouraged to attend our
annual meetings of stockholders. Participation via the webcast is encouraged, particularly in cases where travel from out of town would otherwise be required.
All
Directors
attended
our 201
6
Annual Meeting of Stockholders, which was held on August 2
5
, 201
6
.
The Board has established the following standing committees: Audit Committee, Executive Finance Committee, Compensation Committee and Independent Governance Committee.
Additionally, the Board formed an Advisory Board consisting of non-Board members.
T
he Company does not have a nominating committee
, and
the responsibility for director nominations is vested in the independent
Directors
. The Board does not believe that a
separate
nominating committee is necessary because the independent
Directors
effectiv
ely serve the function of a nominating committee
. The Board has adopted a resolution addressing the director nomination process and related matters; however, the Board may, in the future, choose to change its director nomination policy, including its polic
y related to stockholder nomination of
directors
. This process is described below, under the heading “Director Nomination Process.”
See page
20
of this Proxy Statement for a discussion of
D
irector compensation.
Listed below are descriptions of the Company’s
standing
committees and the
current
memberships thereof. The charters for the Independent Governance Committee, Audit Committee and Compensation Committee are available at amerco.com.
Member
|
Audit
|
Executive
Finance
|
Compensation
|
Independent
Governance
|
Advisory Board
|
James E. Acridge
|
|
|
X
|
|
|
Charles J. Bayer
|
X
|
X
|
|
|
|
John P. Brogan
|
X
|
X
|
X
|
X
|
|
John M. Dodds
|
X
|
|
X
|
|
|
Thomas W. Hayes *
|
|
|
|
X
|
|
James J. Grogan
|
|
|
|
X
|
|
Edward J. Shoen
|
|
X
|
|
|
|
Dr.
Amy
J.
Hillman
*
|
|
|
|
X
|
|
Roberta R. Shank
*
|
|
|
|
|
X
|
*Non-Director Members
Audit Committee
. The Audit Committee is comprised of Charles J. Bayer, John P. Brogan
and
John M. Dodds
. The Audit Committee assists the Board in fulfilling its oversight responsibilities
pertaining
to financial reporting, audit functions
and risk management. The Audit Committee monitors the financial information that is
disseminated to our stockholders and the public
, the independence and performance of the Company’s independent Registered Public Ac
counting Firm and internal audit department and the systems of internal control established by management and the Board. The Audit Committee operates pursuant to a written charter approved by the Board that is available at amerco.com. The Board has determ
ined that each member of the Audit Committee meets the applicable requirements of audit committee members under
NASDAQ Listing Rules.
Mr.
Brogan
is designated the
a
udit
c
ommittee “financial expert” and is independent as defined by the rules of the SEC and
the other similar financial sophistication rules under
the
NASDAQ
Listing Rules
. Stockholders should understand that this
designation is a disclosure requirement of the SEC related to
Mr.
Broga
n’s
experience and understanding with respect to
financial stat
ements,
certain accounting
principles
and auditing matters. The designation does not impose on
Mr.
Broga
n any
duties, obligations or liabilit
ies
that are greater than are generally imposed on him as a member of the Audit Committee and the Board, and his de
signation as an “audit committee financial expert” pursuant to SEC and NASDAQ requirements does not affect the duties, obligations or liability of any other member of the Audit Committee or the Board. Mr. Bayer ha
s
been determined
to be
independent as defi
ned by the rules of the SEC and the other similar financial sophistication rules under NASDAQ regulations. The Audit Committee
met
seven
times
during Fiscal 201
7
.
Executive Finance Committee
. The Executive Finance Committee is comprised of Charles J.
Bayer, John P. Brogan
and
Edward J. Shoen
. The
c
ommittee is authorized to act on behalf of the Board in approving any transaction involving the finances of the Company. The committee has the authority to give final approval for the borrowing of funds on b
ehalf
of the Company without further action or approval of the Board. This committee
met or
acted by unanimous written consent on
ten
occasions during Fiscal 201
7
.
Compensation Committee
. The Compensation Committee is comprised of James E. Acridge, John
P. Brogan and John M. Dodds. The Compensation Committee reviews the Company’s executive compensation plans and policies, including benefits and incentives, to ensure that they are consistent with the goals and objectives of the Company
,
and is responsible
for determining or recommending to the Board for determination, the compensation of the President and the compensation of all of the Company’s other executive officers. Additionally, the Compensation Committee reviews and makes recommendations to the Board
regarding management recommendations for changes in executive compensation and monitors management plans and programs for the retention, motivation and development of senior management. The Compensation Committee met
four
time
s
during Fiscal 201
7
.
Ind
ependent Governance Committee
. The Independent Governance Committee is comprised
of
John P. Brogan, James J. Grogan,
Thomas W. Hayes
and Dr. Amy J. Hillman
.
Mr. Hayes
and Dr. Hillman
are not members of the Company’s Board. The Independent Governance Comm
ittee monitors and evaluates the Company’s corporate governance principles and standards and proposes to the Board any modifications which are deemed appropriate for sound corporate governance
and compliance with relevant state corporate law, SEC rules and
NASDAQ Listing Rules
. The committee
also
review
s
other matters as referred to it by the Board
from time to time
. The committee has the authority and a budget from which to retain professionals. Each member of the Independent Governance Committee is determ
ined by the Board to be free of any relationship that would interfere with his or her exercise of independent judgment as a member of this committee. The Independent Governance Committee
met
four
times during Fiscal 201
7
. The non-Board members of the Ind
ependent Governance Committee are encouraged to attend all Board meetings of the Company.
Mr. Hayes has served as a member of the Independent Governance Committee since 2003 and brings to AMERCO over 30 years of broad executive and financial management ex
perience. He is the former Treasurer, Auditor General and Director of Finance for the State of California. He was also the President of a multibillion dollar investment management company and has held leadership positions in restructuring troubled public a
nd private sector entities and is designated as an audit committee financial expert by Fremont General, a NYSE
-
listed firm. In addition, Mr. Hayes is a United States Marine Corps combat veteran.
Dr. Hillman is the Dean and Rusty Lyon Chair of Strategy at
the Arizona State University W. P. Carey School of Business, one of the largest and highest ranked business schools in the United States. Prior to joining academia, Dr. Hillman was general manager of a retailing and manufacturing organization in the Southw
est United States. An expert and consultant in the areas of corporate strategy, corporate political strategy and boards of directors, Dr. Hillman also serves on the board and as chair of the Nominating/Governance Committee of
NASDAQ
-traded CDK Global, a
nd
on the non-profit boards of The Association to Advance Collegiate Schools of Business
and the ASU Research Park.
Advisory Board
. The Advisory Board was established by the Board in April 2016. The Advisory Board is comprised of Roberta “Sissie” Roberts
Shank. An additional member to be determined by the Board may be added in the future. Advisory Board members are not Directors and as such do not have the authority to vote on Board matters, but are given full access to the affairs of the Board, including
Board materials and are allowed full participation at Board meetings. The Board has authorized up to two Advisory Board members, who serve at the discretion of the Board.
Ms. Shank is the Chief Executive Officer and President of Chas Roberts A/C and Plum
bing, an Arizona air conditioning and plumbing contractor, and possesses extensive executive management experience. Ms. Shank also serves on the board of Knight Transportation Inc., a NYSE-traded company. She has experience in leading her company through t
he rapid growth, downturn, and comeback of the construction market, while adjusting its scale and improving profitability. Moreover, she is experienced in managing a workforce with distributed, mobile employees and substantial hiring and retention challeng
es. In 2014, Ms. Shank was named CEO of the Year by the Arizona Corporate Excellence Awards for the state’s largest private businesses, and in 2013, she received the Greater Phoenix Chamber of Commerce Impact Award. Ms. Shank has also served on several non
-profit boards, including the Boys and Girls Club of Metro Phoenix.
See “Security Ownership of Certain Beneficial Owners and Management” and “Certain Relationships and Related Transactions” for additional information relating to the
Directors
.
DIRECTOR
NOMINATION PROCESS
Director Qualifications
.
The responsibility for Director nominations are vested in the independent Directors.
Persons nominated to the Board must have personal integrity and high ethical character. A candidate should not have any interests that would materially impair his or her ability to exercise independent judgment or otherwise discharge the fiduciary duties
owed by a
D
irector to the Company
,
its stockholders
and other constituencies
. Candidates must be able to represent fairly and equally all stockholders of the Company without favoring any particular stockholder
, stockholder
group or other constituency of t
he Company and must be prepared to devote adequate time to the Board and its committees. In selecting nominees for
D
irector, the
independent Directors
will assure that:
•
a majority of the Board is independent under the applicable SEC and NASDAQ
standards
;
•
all Audit Committee members are independent under the applicable SEC and NASDAQ standards
;
•
all Compensation Committee members are independent under the applicable SEC and NASDAQ standards
;
•
at least three of the
Directors
satisfy the f
inancial literacy requirements required for service on the Audit Committee; and
•
at least one of the
Directors
qualifies as an audit committee financial expert under
the
NASDAQ
standards
.
Identifying Director Candidates
. The
independent Directors
uti
lize a variety of methods for identifying and evaluating nominees to serve as
Directors
. The Board has a policy of re-nominating incumbent
Directors
who continue to satisfy the Board’s criteria for membership and whom the
independent Directors
believe cont
inue to make important contributions to the Board and who consent to continue their service on the Board.
In filling vacancies of the Board, the
independent Directors
will solicit recommendations for nominees from the persons the
independent Directors
be
lieve are likely to be familiar with (i) the needs of the Company and (ii) qualified candidates. These persons may include members of the Board and management of the Company. The
independent Directors
may also engage a professional search firm to assist in
identifying qualified candidates.
In evaluating potential nominees, the
independent Directors
will oversee the collection of information concerning the background and qualifications of the candidate
s
and determine whether the candidate
s satisfy
the minim
um qualifications required by the Board for election as
D
irector and whether the candidate
s
possess the specific skills
and
qualities that
,
under the Board’s policies
,
must be possessed by one or more members of the Board.
The
independent Directors
may interview any proposed candidate and may solicit the views about the candidate’s qualifications and suitability from the Company’s President and other senior members of management. Diversity in terms of business and professional skills and experience
, viewpoints, perspective, education and other factors, is considered in the
decision-making
process.
The
independent Directors
will make their selections based on all the available information and relevant considerations. The
independent Directors
’ selec
tion will be based on who, in the view of the
independent Directors
, will be best suited for membership on the Board.
In making
their
selection, the
independent Directors
will evaluate candidates proposed by stockholders under criteria similar to other
candidates, except that the
Directors
may consider, as one of the factors in their evaluation, the size and duration of the interest of the recommending stockholder in the stock of the Company. The
Directors
may also consider the extent to which the recomm
ending stockholder intends to continue to hold its interest in the Company, including whether the recommending stockholder intends to continue holding its interest at least through the time of the meeting at which the candidate is to be elected.
Stockho
lder Nominees
. The policy of the Board is to consider properly submitted stockholder recommendations for candidates for membership on the Board as described below. The evaluation process for such
recommendations for
nominations is overseen by the Company
’s independent
Directors
. In evaluating any recommendations
for nomination
, the independent
Directors
seek to achieve qualified
Directors
who can represent fairly and equally all stockholders of the Company and based on the membership qualifications and c
riteria described above. Any stockholder
recommendations for
nomination for consideration by the independent
Directors
should be mailed or delivered to the Company’s Secret
ary at 2727
N. Central Avenue, Phoenix, Arizona 85004. A
recommendation for
nominat
ion by a stockholder must be accompanied by the following information about the stockholder:
•
the stockholder’s name and address;
•
the number of shares of the Company’s stock owned by the recommending stockholder and the time period for which such sha
res have been held;
•
if the recommending stockholder is not a stockholder of record, a statement from the record holder of the shares (usually a broker or bank) verifying the holdings of the stockholder and a statement from the recommending stockholder o
f the length of time that the shares have been held; and
•
a statement from the stockholder as to whether the stockholder has a good faith intention to continue to hold the reported shares through the date of the next annual meeting at which the candidate
would be elected.
If the recommendation is submitted by a group of two or more stockholders, the above information must be submitted with respect to each stockholder in the group. The recommendation must be received by the Company not later than 120
ca
lendar
days prior to the first anniversary of the date the
Company mailed its
proxy
materials
for the prior
year’s
annual meeting, except in the event that the date of the annual meeting for the current year is moved more than 30
calendar
days from the
anniversary date of the annual meeting for the prior year,
or if the Company did not hold an annual meeting in the prior year,
the submission will be considered timely if it is submitted
within
a reasonable time in advance of the mailing of the Company’s
m
aterials
for the annual meeting for the current year. The recommendation must be accompanied by consent of the proposed nominee to be interviewed by the independent
Directors
and other Board members and to serve as
D
irector of the Company.
The
recommendation must also contain information about the proposed nominee, including:
•
the proposed nominee’s name and address;
•
the information required by Items 401, 403 and 404 of SEC Regulation S-K (generally providing for disclosure of arrangements
or understandings regarding the nomination, the business experience of the proposed nominee, legal proceedings involving the proposed nominee, the proposed nominee’s ownership of securities of the Company, and transactions and relationships between the pro
posed nominee and the Company);
•
a description of all relationships between the proposed nominee and any of the Company’s competitors, customers, suppliers, labor unions or other persons with special interests regarding the Company;
•
the qualifications
of the proposed nominee; and
•
a statement from the recommending stockholder that in his or her view, the nominee, if elected, would represent all the stockholders and not serve for the purpose of advancing or favoring any particular stockholder or other
constituency of the Company.
The
S
ecretary of the Company will forward all recommendations and nominations to the independent
Directors
. The acceptance of a recommendation from a stockholder does not imply that the independent
Directors
will recommend t
o the Board the nomination of the
individual recommended by the stockholder
. In addition, the Company’s
Restated
Bylaws
(“Bylaws”)
permit stockholders to nominate
Directors
at an annual meeting and nothing in the above procedures is intended to conflict wi
th the provisions of the Company’s Bylaws governing nominations by stockholders.
The information contained in this Proxy Statement about the Company’s
Director
nominations process is just a summary. A complete copy of the policies and procedures with r
espect to stockholder director nominations can be obtained from the Company, free of charge, by writing to our Secretary at the address
provided herein under the caption “Stockholders Proposals For Next Annual Meeting.”
Director Compensation
The Company’s
D
irector compensation program is
intended
to fairly pay
Directors
for their time and efforts on behalf of AMERCO and its direct subsidiaries, as the case may be, in recognition of their fiduciary obligations to stockholders and for their liability exposur
e.
Directors
are compensated in the form of a cash fee. The Company
does not currently offer
stock options or
equity
grants to its
Directors other than shares granted under the ESOP
. For Fiscal 201
7
, the annual fee for all services as a Director of the
Company was $67,500. Additionally, Audit Committee members
also
receive
d
a $55,000 annual fee for service on
each
such committee, and Executive Finance Committee and Compensation Committee members receive
d
a $25,000 annual fee
for service on each committee
. The
Board Independent Governance Committee members evenly split an annual fee of $55,000 and the
non-Board Independent Governance Committee members receive an annual fee of $67,500. These amounts are paid in equal monthly installments. The Company also r
eimburses Directors and the non-director committee members for the incidental costs associated with their attendance at Board and committee meetings. Director fees paid to
Edward J. Shoen and Samuel J. Shoen are
included in the Summary Compensation Table
.
Name of Director
|
|
Fiscal
Year
|
|
Fees Earned or Paid in
Cash
|
|
Stock Awards (a)
|
|
All Other
Compensation
|
|
Total
Compensation
|
|
|
|
|
|
|
|
|
|
|
|
James E. Acridge (1), (4)
|
|
201
7
|
$
|
92,500
|
$
|
-
|
$
|
-
|
$
|
92,500
|
|
|
|
|
|
|
|
|
|
|
|
Charles J. Bayer (1), (2), (3)
|
|
201
7
|
$
|
147,500
|
$
|
1,202
|
$
|
-
|
$
|
148,702
|
|
|
|
|
|
|
|
|
|
|
|
John P. Brogan (1), (2), (3), (4)
, (5)
|
|
201
7
|
$
|
188,544
|
$
|
-
|
$
|
-
|
$
|
188,544
|
|
|
|
|
|
|
|
|
|
|
|
John M. Dodds (1), (2), (4), (
6
), (
7
)
|
|
201
7
|
$
|
157,500
|
$
|
-
|
$
|
-
|
$
|
157,500
|
|
|
|
|
|
|
|
|
|
|
|
James J. Grogan
(1), (5)
|
|
201
7
|
$
|
55,419
|
$
|
-
|
$
|
-
|
$
|
55,419
|
|
|
|
|
|
|
|
|
|
|
|
Karl A. Schmidt
(
1
)
|
|
201
7
|
$
|
39,375
|
$
|
-
|
$
|
-
|
$
|
39,375
|
|
|
|
|
|
|
|
|
|
|
|
Michael L. Gallagher (1), (5), (b)
|
|
201
7
|
$
|
55,625
|
$
|
-
|
$
|
-
|
$
|
55,625
|
|
|
|
|
|
|
|
|
|
|
|
Daniel R. Mullen (1), (2), (6), (7), (8), (b)
|
|
201
7
|
$
|
77,250
|
$
|
-
|
$
|
-
|
$
|
77,250
|
|
|
|
|
|
|
|
|
|
|
|
Paul A. Bible
(5), (b)
|
|
201
7
|
$
|
33,750
|
$
|
-
|
$
|
-
|
$
|
33,750
|
|
|
|
|
|
|
|
|
|
|
|
Thomas W. Hayes (5)
|
|
201
7
|
$
|
67,500
|
$
|
-
|
$
|
-
|
$
|
67,500
|
|
|
|
|
|
|
|
|
|
|
|
Amy J. Hillman (5)
|
|
201
7
|
$
|
39,375
|
$
|
-
|
$
|
-
|
$
|
39,375
|
|
|
|
|
|
|
|
|
|
|
|
Roberta “Sissie” Roberts Shanks (9)
|
|
201
7
|
$
|
39,375
|
$
|
-
|
$
|
-
|
$
|
39,375
|
(1) AMERCO
Board Member
|
(4) Compensation Committee Member
|
(7
) Real Estate Board Member
|
(2) Audit Committee Member
|
(5) Independent Governance Committee Member
|
(8) Oxford Board Member
|
(3) Executive Finance Committee Member
|
(
6) U-Haul Board
Member
|
(9) Advisory Board Member
|
(a)
Includes the value of the shares purchased by the ESOP from the $1.00 per share common stock dividend for the ESOP shares beneficially owned as of October 20, 2016 the record date for such dividend.
(b)
After the
2016 Annual Meeting vote
,
Mr. Gallagher ceased being a member of the Board and Independent Governance Committee, Mr. Mullen ceased being a member of the Board and Audit Committee and Mr. Bible ceased being a member of the Independent Governance Committee.
EQUITY COMPENSATION PLAN INFORMATION
We have no securities to be issued under equity compensation plans not approved by our stockholders. The following table summarizes Common Stock that may be issued as of March 31, 2017, on the exercise of options
under our 2016 AMERCO Stock Option Plan (Shelf Stock Option Plan).
|
|
(a)
|
|
(b)
|
|
(c)
|
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
|
|
|
|
|
|
|
|
Equity compensation plans approved by security holders
|
|
-
|
|
-
|
|
20,000,000
|
|
|
|
|
|
|
|
Equity
compensation plans not approved by security holders
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
Total at March 31, 2017
|
|
-
|
|
-
|
|
20,000,000
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
To the best of the Company’s knowledge, the following table lists, as of
July 1, 2017,
the beneficial ownership of the Company’s common stock of each
D
irector,
D
irector nominee and
N
amed
E
xecutive
O
fficer of the Company; and all
Directors
and executive off
icers of the Company as a group. The table also lists, to the best of the Company’s knowledge, those persons who beneficially own more than five percent (5%) of the Company’s common stock
issued and outstanding
. The percentages of class amounts set forth i
n the following table are based
on 19,607,788
shares of the Company’s common stock outstanding
issued and outstanding
on
July 1, 2017
.
Except as otherwise indicated, each stockholder listed below possesses sole voting and investment power with respect to
the shares indicated as being beneficially owned.
Name and Address of Beneficial Owner
(1)
:
|
Shares of Common Stock Beneficially
Owned
|
Percentage of Common
Stock
Class
|
|
|
|
Directors, Director Nominees and Named Executive Officers:
|
|
|
James E. Acridge
,
Director/Director Nominee
|
-
|
**
|
|
|
|
Charles J. Bayer
,
Director/Director Nominee
|
1,19
4
|
**
|
|
|
|
John P. Brogan
,
Director/Director Nominee
|
6,000
|
**
|
|
|
|
John M. Dodds
,
Director/Director Nominee
|
-
|
**
|
Name and Address of Beneficial Owner
(1)
:
|
Shares of Common Stock Beneficially
Owned
|
Percentage of Common
Stock
Class
|
|
|
|
James J. Grogan,
Director/
Director Nominee
|
100
|
**
|
|
|
|
Edward J. Shoen
(
2
)
,(4),
Director/Director Nominee, Principal Executive Officer and 5% Beneficial Owner
|
8,3
34
,
540
|
42.
5
%
|
|
|
|
Samuel J. Shoen,
Director/Director Nominee/Named Executive Officer
|
3,313
|
**
|
|
|
|
Karl
A
.
Schmidt
,
Director/
Director Nominee
|
300
|
**
|
|
|
|
Jason A. Berg
, Chief
Financial Officer
|
920
|
**
|
|
|
|
Laurence J. De Respino, Named Executive Officer
|
827
|
**
|
|
|
|
John C. Taylor, Named Executive Officer
|
2,327
|
**
|
|
|
|
Directors
and executive officers
as a group
-
15
persons
(
3
)
|
8,354,898
|
42.6
%
|
|
|
|
5% Beneficial Owners
(1)
:
|
Shares of Common Stock Beneficially
Owned
|
Percentage of Common
Stock
Class
|
|
|
|
Willow Grove
Holdings LP (4)
1250 E. Missouri Ave.
Phoenix, AZ 85014
|
8,3
0
9,5
84
|
42.4
%
|
|
|
|
Foster Road LLC (4)
1250 E. Missouri Ave.
Phoenix, AZ 85014
|
8,3
0
9,5
84
|
42.4
%
|
|
|
|
Mark V. Shoen (
4
)
,(5)
|
8,3
36
,
616
|
42.5
%
|
|
|
|
James P. Shoen
(6),
5% Beneficial Owner
|
1,813,958
|
9.
2
%
|
|
|
|
The AMERCO Emp
loyee Stock Ownership Plan (7
)
|
1,
182
,
296
|
6.0
%
|
|
|
|
Sophia M. Shoen
(8)
5104 N. 32nd Street
Phoenix, Arizona 85018
|
1,268,522
|
6.5
%
|
**The percentage of the referenced class beneficially owned is less than one percent.
(1) Except as
otherwise indicated, addresses are c/o
AMERCO, 2727 N. Central Avenue, Phoenix, Arizona 85004.
(2) Edward J. Shoen
owns 24,956
shares. This consists
of 5,047
shares pursuant to the ESOP,
and 19,909 shares
owned in his individual capacity.
(3) The
8,354,898 shares constitute the shares beneficially owned by the Directors and executive officers of the Company as a group
.
(4) Willow Grove Holdings LP (“Willow Grove”) is a Delaware limited partnership. It is owned by Mark V. Shoen and various trusts
associated with Edward J. Shoen and Mark V. Shoen. It owns, directly and
indirectly, 8,30
9
,584 shares
. The general partner of Willow Grove is Foster Road LLC, a Delaware limited liability company (“Foster Road”). Foster Road owns a 0.1% general partner
interest in Willow Grove and controls all voting and disposition decisions with respect to the AMERCO common stock owned directly or indirectly by Willow Grove. Foster Road is managed by Edward J. Shoen and Mark V. Shoen.
(5) Mark V. Shoen
owns
27,0
32
shares. This
consists of 4,616 shares
pursuant to the ESOP and 22,416 shares
owned in his individual capacity.
(6) James P. Shoen
owns
1,813,958
shares
pursuant to a limited partnership. James P. Shoen retired from the Company effective May 1, 2016.
(7)
The ESOP Trustee consists of three individuals appointed by the Company’s Board. Each participant (or such participant’s beneficiary) in the ESOP is entitled to direct the ESOP Trustee as to how to vote the shares allocated to such participant’s ESOP accou
nt. In the event such participant does not provide such direction to the ESOP Trustee, the ESOP Trustee may vote such participant’s shares as determined by the ESOP Trustee in its discretion. In addition, all shares in the ESOP not allocated to participan
ts are voted by the ESOP Trustee in the ESOP Trustee’s discretion. As of July 1, 2017, of
the 1,182,296
shares
of common stock held by the
ESOP, 1,1
61
,1
50
shares were allocated to participants
and 21,146
shares remained unallocated. These figures include the ESOP shares allocated to Directors and Named Executive Officers as identified in the table above. The Company encourages all ESOP participants to vote.
(8) Based upon information provided by the C
ompany’s stock transfer agent.
To the best of the Company’s knowledge, there are no arrangements giving any stockholder the right to acquire the beneficial ownership of any shares owned by any other stockholder.
Compensation Committee Interlocks and I
nsiders Participation
During Fiscal 201
7
, our Compensation Committee was comprised of
James E. Acridge,
John P. Brogan
and
John M. Dodds. None of the
Directors
that were a member of the Compensation Committee during Fiscal 201
7
were
officer
s
or employee
s
of the Company, formerly officer
s
or employee
s (except for Mr. Dodds who retired from the Company in 1994)
or involved in any related person transactions requiring disclosure in this Proxy Statement. No executive officer of the Company served (i)
as a memb
er of the Compensation Committee (or other Board committee performing equivalent functions or, in the absence of any such committee, the entire Board) of another entity, one of whose executive officers served on the Compensation Committee of the Company, (
ii)
as a director of another entity, one of whose executive officers served on the Compensation Committee of the Company, or (iii)
as a member of the Compensation Committee (or other Board committee performing equivalent functions or, in the absence of any
such committee, the entire Board) of another entity, one of whose executive officers served as a
D
irector of the Company.
AUDIT COMMITTEE REPORT
Management is responsible for the Company’s internal controls and the financial reporting process. The
independent Registered Public Accounting Firm is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and to iss
ue a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.
In this context, management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with gene
rally accepted accounting principles
in the United States
and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent Registered Public Accounting Firm. The Audit Committee reviewed and discu
ssed with the independent Registered Public Accounting Firm the matters required to be discussed by Auditing Standards No.
16
,
as amended,
as adopted by the Public Company Accounting Oversight Board.
The Company’s independent Registered Public Accounting
Firm also provided to the Audit Committee the written disclosures and the letter required by Rule 3526 (Communication with Audit Committee Concerning Independence) as adopted by the Public Company Accounting Oversight Board and the Audit Committee discusse
d with the independent Registered Public Accounting Firm that firm’s independence.
Based on the Audit Committee’s discussions with management and the independent Registered Public Accounting Firm
,
and its review of the representation of management and the
report of the independent Registered Public Accounting Firm to the Audit Committee, the Audit Committee recommended that the Board include the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended March 3
1, 201
7
as filed with the SEC
on May 24, 2017
.
Charles J. Bayer
|
John P. Brogan
|
John M. Dodds
|
Pursuant to Instruction 1 to Item 407(d) of Regulation S-K, the information set forth under “Audit Committee Report” shall not be deemed to be “soliciting
material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, other than as provided in Item 407 of Regulation S-K, or to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically request that the informati
on be treated as soliciting material or specifically incorporate it by reference into a document filed under the Securities Act or the Exchange Act. Such information will not be deemed incorporated by reference into any filing under the Securities Act or t
he Exchange Act, except to the extent we specifically incorporate it by reference.
EXECUTIVE OFFICERS OF THE COMPANY
The Company’s executive officers
as of July 1, 2017
are:
Name
|
Age *
|
Office
|
Edward J. Shoen
|
6
8
|
Chairman of the Board and President of
AMERCO
|
Douglas M. Bell
|
5
8
|
President of Repwest Insurance Company
|
Jason A. Berg
|
4
4
|
Chief
Financial Officer of AMERCO
|
Laurence J. De Respino
|
5
6
|
General Counsel
|
Mark A. Haydukovich
|
60
|
President of Oxford Life Insurance Company
|
Samuel J. Shoen
|
3
9
|
U-Box Project Manager
|
John C.
(“JT”)
Taylor
|
5
9
|
President of U-Haul
|
Mary K
.
Thompson
|
36
|
Chief Accounting Officer of AMERCO
|
Carlos Vizcarra
|
70
|
President of Amerco Real Estate Company
|
|
* Ages are as of
July 1, 2017
.
|
|
|
|
See “
Board of Directors and
Corporate Governance
” for biographical information regarding
Edward J. Shoen
and
Samuel J. Shoen
.
Douglas M. Bell was appointed President of Repwest in February 2013. From 2003 to 2013 he served as Vice President of Underwriting for Repwest. Mr. Bell has
also served on the Repwest Board since 2012.
Jason A. Berg
was appointed Chief Financial Officer in June 2016. From 2005 to 2016 he
served as Principal Financial Officer and Chief Accounting Officer of the Company.
Mr. Berg previously
served as Treasurer
and Secretary of Oxford. He has been with the Company since 1996.
Laurence J. De Respino has served as General Counsel for the Company since 2005. He has been an attorney for the Company since 2000.
Mark A. Haydukovich has served as President of Oxford
since 1997. From 1980 to 1997 he served as Vice President of Oxford.
John C. (
“
JT
”
) Taylor has served as
a
Director of U-Haul since 1990. He has been associated with the Company since 1981 and was appointed as President of U-Haul in 2006.
Mary K. Thomps
on was appointed Chief Accounting Officer in July 2016. From 2014 to 2016 she served as Chief Financial Officer of Repwest. Mrs. Thompson previously served as director of corporate compliance for AMERCO from 2005 to 2007.
Carlos Vizcarra has served as
President of Real Estate since 2000. He began his previous position as Vice President/Storage Product Group for U-Haul in 1988.
Edward J. Shoen
, Mark V. Shoen, and James P. Shoen are brothers. Samuel J. Shoen
and Stuart M. Shoen are
son
s
of
Edward J. Sho
en
.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As set forth in the Audit Committee Charter and consistent with NASDAQ
l
isting
r
ules, the Company’s Audit Committee reviews and maintains oversight over related party transactions which are required to
be disclosed under the SEC rules and regulations
and in accordance with generally accepted accounting principles in the United States
. Accordingly, all such related party transactions are submitted to the Audit Committee for ongoing review and oversight.
R
elated party transactions are reviewed based on the overall fairness of the transaction to the Company and whether the transaction as a whole is in the best interests of the Company and its applicable constituencies.
The Company’s internal processes
are de
signed to
ensure that the Company’s legal and/or finance departments identify and monitor potential related party transactions
that
may require disclosure and Audit Committee oversight.
AMERCO has engaged in related party transactions, and has continuing r
elated party interests with certain major stockholders,
Directors
and officers of the consolidated group as disclosed below. Management believes that the transactions described below were completed on terms
substantially
equivalent to those that would prevail in
third party,
arm’s-length transactions.
Stuart M. Shoen
is
the son of
Edward J. Shoen and
is Executive Vice President of U-Haul.
Stuart
Shoen was paid an aggregate salary
, annual U-Haul Board fees
and bonus of $
30
0,391
for his services during Fiscal 201
7
.
During Fiscal 201
7
, the Company purchased $
0.3
million of refinishing supplies from Space Age Auto Paint Store Inc.
Edward J. Shoen
, a
significant
stockholder, officer and
D
irector of AMERCO, owns Space Age Auto
Paint Store Inc.
SAC Holding Corporation and SAC Holding II Corporation (collectively, “SAC Holdings”) were established in order to acquire and develop self-storage properties. These properties are managed by the Company pursuant to management agreement
s. In the past, the Company has sold real estate and various self-storage properties to SAC Holdings, and such sales provided significant cash flows to the Company.
During Fiscal 201
7, a subsidiary
of the Company held
a
junior unsecured note of SAC Holdings. Substantially all of the equity interest of SAC Holdings
is
controlled by Blackwater Investments, Inc. (“Blackwater”)
. Blackwater is
wholly-owned by
Willow Grove Holdings LP, which is owned by
Mark V. Shoen
(
a signifi
cant stockholder
), and various trusts associated with Edward J. Shoen (our Chairman of the Board, President and a significant stockholder) and Mark V. Shoen
. The Company does not have an equity ownership interest in SAC Holdings. The Company recorded inter
est income of $
4.9
million, $
5.0
million and $
5.9
million, and received cash interest payments of $
4.5
million, $
4.6
million and $
5.7
million, from SAC Holdings during Fiscal 201
7
, 201
6
and 201
5
, respectively.
The largest aggregate amount of note receivabl
e outstanding during Fiscal 201
7
was $
49.3
million and the aggregate note receivable balance at March 31, 201
7
was $
48.1
million. In accordance with the terms of th
is
note, SAC Holdings may prepay the note without penalty or premium at any time.
The schedu
led maturity of this note is 2017. The Company and SAC Holdings are currently negotiating to extend this note.
As of July 1, 2017, the note balance was $47.8 million with an interest rate of 9%.
The Company currently manages the self-storage properties own
ed or leased by SAC Holdings, Mercury Partners, L.P. (“Mercury”), Four SAC Self-Storage Corporation (“4 SAC”), Five SAC Self-Storage Corporation (“5 SAC”), Galaxy Investments, L.P. (“Galaxy”), and Private Mini pursuant to a standard form of management agre
ement under which the Company receives a management fee of between 4% and 10% of the gross receipts plus reimbursement for certain expenses. The Company received management fees, exclusive of reimbursed expenses, of $
27.8
million, $2
7.1
million and $2
5
.
8
m
illion from the above mentioned entities during Fiscal 201
7
, 201
6
and 201
5
, respectively. This management fee is consistent with the fee received for other properties the Company previously managed for third parties. SAC Holdings, 4 SAC, 5 SAC, Galaxy and
Private Mini are substantially controlled by Blackwater.
Mark V. Shoen controls the general partner of Mercury. The limited partner interests of Mercury are indirectly owned by Mark V. Shoen, James P. Shoen (a significant stockholder), and a trust benefitt
ing the children and grandchild of Edward J. Shoen
.
The Company leases space for marketing company offices, vehicle repair shops and hitch installation centers from subsidiaries of SAC Holdings, 5 SAC and Galaxy. Total lease payments pursuant to such leases were
$2.7 million, $2.6 million and
$2.6 million
i
n each of
Fiscal 201
7
, 201
6
and 201
5
. The terms of the leases are similar to the terms of leases for other properties owned by unrelated parties that are leased to the Company.
At March 31, 201
7
, subsidiaries of SAC Holdings, 4 SAC, 5 SAC, Galaxy and Priv
ate Mini acted as U-Haul independent dealers. The financial and other terms of the dealership contracts with the aforementioned companies and their subsidiaries are substantially identical to the terms of those with the Company’s other independent dealers
whereby commissions are paid by the Company based upon equipment rental revenue. However, in some instances the dealership contracts with these entities is for a specified term of years, as opposed to being on a month-by-month term. The Company paid the ab
ove mentioned entities $
57.1
million, $
54.7
million and $
52.1
million in commissions pursuant to such dealership contract
s
during Fiscal 201
7
, 201
6
and 201
5
, respectively.
These agreements and notes with subsidiaries of SAC Holdings, 4 SAC, 5 SAC, Galaxy a
nd Private Mini, excluding Dealer Agreements, provided revenue of $
28.0
million, expenses of $
2.7
million and cash flows of $
26.1
million during Fiscal 201
7
. Revenues and commission expenses related to the Dealer Agreements were $
265.1
million and $
57.1
million, respectively for Fiscal 201
7
.
In February 2011, the Company and U.S. Bank N.A. (the “Trustee”) entered into the U-Haul Investors Club
®
Indenture. The Company and the Trustee entered into this indenture to provide for the issuance of notes (“U-No
tes”) by the Company directly to investors over the Company’s proprietary website, uhaulinvestorsclub.com. The U-Notes
®
are secured by various types of collateral including rental equipment and real estate. U-Notes are issued in series that vary as to prin
cipal amount, interest rate and maturity. U-Notes are obligations of the Company and are secured by the associated collateral; they are not guaranteed by any of the Company’s affiliates or subsidiaries.
As of March 31, 201
7
, the following related parties
invested in U-Notes, in amounts in excess of $120,000, upon the following terms.
Edward J. Shoen
, individually and pursuant to a trust agreement,
invested
$
8.3
million in U-Notes with interest rates
between
3
.
5
0% and 8.00%,
with the largest aggregate amoun
t outstanding during Fiscal 201
7
being $
8.3
million, and during Fiscal 201
7
he received principal repayments of $
1.1
million. Stuart M. Shoen
invested
$
0.5
million in U-Notes with interest rates between
5.32% and 8.00
%, with the largest aggregate amount
outstanding during Fiscal 201
7
being
$
0.6
million, and during Fiscal 201
7
he received principal repayments of $
88 thousand
. Samuel J. Shoen
, including investments by or on behalf of his child,
invested
$
2.9
million in U-Notes with interest rates
between
3
.
75
% and 8.00
%, with the largest aggregate amount outstanding during Fiscal 201
7
being $
2.9
million, and during Fiscal 201
7
he received principal repayments of $
0.1
million
. James P. Shoen, including investments by or on behalf of his children,
invested
$
21
.7
million in U-Notes with interest rates between
3.00% and 8.00%,
with the largest aggregate amount outstanding during Fiscal 201
7
being $
21.9
million, and during Fiscal 201
7
he received principal repayments of $
1.1
million. David Holmes, as trustee under
the “C” Irrevocable Trusts
with Edward J. Shoen as grantor
,
invested
$
5.0
million in U-Notes with interest rates between
3.00% and 8.00%,
with the largest aggregate amount outstanding during Fiscal 201
7
being $
5.5
million, and during Fiscal 201
7
he receiv
ed principal repayments of $
1.0
million
. David Holmes, as trustee under the “C” Irrevocable Trusts with Mark V. Shoen as grantor, invested $4.8 million in U-Notes with interest rates between 3.00% and 8.00%, with the largest aggregate amount outstanding du
ring Fiscal 2017 being $5.3 million, and during Fiscal 2017 he received principal repayments of $1.0 million. David Holmes, as trustee under the “C” Irrevocable Trusts with James P. Shoen as grantor, invested $3.1 million in U-Notes with interest rates bet
ween 3.00% and 8.00%, with the largest aggregate amount outstanding during Fiscal 2017 being $3.6 million, and during Fiscal 2017 he received principal repayments of $0.5 million.
John C. (“JT”) Taylor
invested
$
0.2
million in U-Notes with interest rates
between
2
.
75
% and
7
.
75
%, with the largest aggregate amount outstanding during Fiscal 201
7
being $
0.2
million, and during Fiscal 201
7
he received principal repayments of $
35
thousand.
John P. Brogan
invested
$
0.4
million in U-Notes with interest rates
betwe
en
2
.
75
% and
6
.
37
%, with the largest aggregate amount outstanding during Fiscal 201
7
being $
0.4
million, and during Fiscal 201
7
he received principal repayments of $
0.1 million
.
Repwest invested $4.1 million in U-Notes with interest rates between 4.80% and
8.00%, with the largest aggregate amount outstanding during Fiscal 2017 being $5.0 million, and during Fiscal 2017 it received principal repayments of $1.0 million. Oxford Life Insurance Company invested $0.4 million in U-Notes with interest rates between
3.00% and 7.00%, with the largest aggregate amount outstanding during Fiscal 2017 being $0.5 million, and during Fiscal 2017 it received principal repayments of $
0.2
million. John Gilbaugh, the father of Mary K. Thompson, invested $0.2 million in U-Notes with interest rates between 4.61% and 7.75%, with the largest aggregate amount outstanding during Fiscal 2017 being $
0.2
million, and during Fiscal 2017 he received p
rincipal repayments of $12 thousand.
There are no fees to join or maintain a membership with the U-Haul Investors Club. The U-Haul Investors Club operates through its proprietary website, uhaulinvestorsclub.com, and is open to all US residents and entiti
es organized under the laws of a US jurisdiction, and accepts investments as low as $100.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company’s
Directors
and executive officers, and persons who
own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership of, and transactions in, the Company’s securities with the SEC. Such
Directors
, executive officers and 10% stockholders are also required to furnish
the Company with copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such forms received by it, the Company believes that during Fiscal 201
7
all Section 16(a) filings applicable to its
Directors
, officers and 10% stock
holders were filed on a timely basis
, except for Form 3s filed on October 31, 2016 for James J. Grogan, Karl A. Schmidt and Roberta R. Shank, Form 3 filed on November 2, 2016 for Amy J. Hillman, and Form 3 filed on March 9, 2017 for James E. Acridge
.
COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Stockholders may communicate with the Board by addressing communications to the Board of Directors of AMERCO c/o
the Secretary of AMERCO at 2727
N. Central Avenue, Phoenix, Arizona 85004. All such communications
, or summaries thereof, will be relayed to the Board.
STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
For inclusion in the proxy statement and form of proxy relating to the 201
8
Annual Meeting of Stockholders of AMERCO, a stockholder proposal intended for
presentation at that meeting must be submitted in accordance with the applicable rules of the SEC
and the Company’s Bylaws
and received by the Secretary of AMERCO, c/o
U-Haul International, Inc., 2727
North Central Avenue, Phoenix, Arizona 85004, on or bef
ore March
16
, 201
8
. Proposals
, including director nominations,
to be presented at the 201
8
Annual Meeting of Stockholders of AMERCO that are not intended for inclusion in the proxy statement and form of proxy must
also
be submitted by
March 16, 2018
and in
accordance with the applicable pro
visions of the Company’s Bylaws.
A
copy
of the Bylaws
is available upon written request, delivered to the Secretary of AMERCO at the address in the preceding sentence.
The Company will not consider any proposal or nominat
ion that is not timely or otherwise does not meet the Company’s Bylaws and SEC requirements for submitting a proposal or nomination. The Company reserves the right to reject, rule out of order or take other appropriate action with respect to any proposal o
r nomination that does not comply with these and other applicable requirements.
The Company suggests that proponents submit their proposals to the Secretary of AMERCO by Certified Mail-Return Receipt Requested.
OTHER MATTERS
A copy of the Company’s Annu
al Report for the year ended March 31, 201
7
may be viewed and downloaded from proxyvote.com, from the Company’s Investor Relations website at amerco.com, may be requested via e-mail through either such website, or requested telephonically at
1-800-579-1639
. The Annual Report is not to be regarded as proxy solicitation material.
With respect to Company stockholders’ meetings following the Annual Meeting, the Company anticipates
it will
continue furnishing proxy materials to stockholders by posting such mat
erials on an internet website in accordance with applicable laws, and providing stockholders with notice of internet availability of such materials. Paper copies of such materials will be available to stockholders on request, for a period of one year, at n
o cost, in accordance with applicable laws.
UPON REQUEST, THE COMPANY WILL PROVIDE BY FIRST CLASS U.S. MAIL, TO EACH STOCKHOLDER OF RECORD AS OF THE RECORD DATE, WITHOUT CHARGE, A COPY OF THIS PROXY STATEMENT, THE PROXY CARD, AND THE COMPANY’S ANNUAL REPO
RT ON FORM 10-K FOR THE FISCAL YEAR ENDED MARCH 31, 201
7
, INCLUDING THE REQUIRED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES. WRITTEN REQUESTS FOR THIS INFORMATION SHOULD BE DIRECTED TO: DIRECTOR, FINANCIAL REPORTING, U-HAUL INTERNATIONAL, INC.,
P.O. BOX 21502, PHOENIX, ARIZONA 85036-1502.
EXHIBIT A
AMERCO 201
7
ANNUAL MEETING OF STOCKHOLDERS
August 24
,
201
7
Phoenix, Arizona
MEETING PROCEDURES
In fairness to all stockholders attending the
201
7
Annual Meeting of Stockholders (“Annual Meeting”) of AMERCO, and in the interest of an orderly meeting, we ask you to honor the following:
A. The meeting will not be open to the public. Pursuant to Section 6 of Article II of AMERCO’s Restated Bylaws
(the “Bylaws”), attendance at the Annual Meeting is limited to (i) stockholders entitled to vote at the Annual Meeting and (ii) the persons upon whom proxies valid for purposes of the meeting have been conferred or their duly appointed substitutes (if the
related proxies confer a power of substitution). A person otherwise entitled to attend the Annual Meeting will cease to be so entitled if, in the judgment of the chairman of the meeting, such person engages in disorderly conduct impeding the proper conduct
of the Annual Meeting. Stockholders of record or their proxies and beneficial owners may be asked to show proof of entitlement to attend the Annual Meeting. Stockholders of record voting by proxy will not be admitted to the meeting unless their proxies ar
e revoked, in which case the holders of the revoked proxies will not be permitted to attend the meeting. In addition, the media will not be given access to the meeting. The meeting will be webcast over the internet at amerco.com and such webcast will be op
en to the public. We encourage stockholders and other stakeholders and media members to watch the Annual Meeting via our webcast. We believe this is one way to reduce the carbon footprint attributable to the Annual Meeting.
B. With the exception of camera
s and recording devices provided by the Company, cameras and recording devices of all kinds (including stenographic) are prohibited in the meeting room.
C. Pursuant to Article II, Section 9 of the Bylaws after calling the meeting to order, the
c
hairman
of
the meeting
will require the registration of all stockholders intending to vote in person, and the filing of all proxies with the Inspector of Elections. After the announced time for such filing of proxies has ended, no further proxies or changes, substit
utions, or revocations of proxies will be accepted.
D. Pursuant to Article II, Section 9 of the Bylaws the
c
hairman of the meeting has, among other things, absolute authority to determine the order of business to be conducted at the Annual Meeting and to
establish rules for, and appoint personnel to assist in, preserving the orderly conduct of the business of the Annual Meeting (including any informal, or question-and answer, portions thereof).
E. When an item is before the Annual Meeting for
consideration, questions and comments are to be confined to that item only.
F. Pursuant to Article II, Section 5 of the Bylaws, only such business (including director nominations) as shall have been properly brought before the meeting shall be conducted.
Pursuant to the Bylaws, in order to be properly brought before the meeting, such business must have either been (1) specified in the written notice of the meeting given to stockholders on the record date for such meeting by or at the direction of the Boar
d of Directors of the Company (the “Board”), (2) brought before the meeting at the direction of the Board of
Directors or the
c
hairman of t
he a
nnual
m
eeting, or (3) specified in a written notice given by or on behalf of a stockholder on the record date for
such meeting entitled to vote thereat or a duly authorized proxy for such stockholder, in accordance with all of the following requirements.
a) Such notice must have been delivered personally to, or mailed to and received at, the principal executive offi
ce of the corporation, addressed to the attention of the Secretary no later than
March
17
, 201
7
.
b) Such notice must have set forth:
i.
a full description of each such item of business proposed to be brought before the meeting and the reasons for conducti
ng such business at such meeting,
ii.
the name and address of the person proposing to bring such business before the meeting,
iii.
the class and number of shares held of record, held beneficially, and represented by proxy by such person as of the record d
ate for the meeting,
iv.
if any item of such business involves a nomination for director, all information regarding each such nominee that would be required to be set forth in a definitive proxy statement filed with the Securities and Exchange Commission
pursuant to Section 14 of the Exchange Act, as amended, or any successor thereto (the "Exchange Act"), and the written consent of each such nominee to serve if elected,
v.
any material interest of such stockholder in the specified business,
vi.
whether o
r not such stockholder is a member of any partnership, limited partnership, syndicate, or other group pursuant to any agreement, arrangement, relationship, understanding, or otherwise, whether or not in writing, organized in whole or in part for the purpos
e of acquiring, owning, or voting shares of the corporation, and
vii.
all other information that would be required to be filed with the SEC if, with respect to the business proposed to be brought before the meeting, the person proposing such business was
a participant in a solicitation subject to the Exchange Act.
No business shall be brought before any meeting of the Company's stockholders otherwise than as provided in this Section. The
c
hairman of the meeting may, if the facts warrant, determine that
any proposed item of business or nomination as director was not brought before the meeting in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the improper item of business or nomination shall b
e disregarded.
G. At the appropriate time, any stockholder who wishes to address the Annual Meeting should do so only upon being recognized
by the c
hairman of the meeting. After such recognition, please state your name, whether you are a stockholder or a
proxy for a stockholder, and, if you are a proxy, name the stockholder you represent. All matters should be concisely presented.
H. Pursuant to Article II, Section 6 of the Bylaws, a person otherwise entitled to attend the Annual Meeting will cease to be
so entitled if, in the judgment of the
c
hairman of the meeting, such person engages in disorderly conduct impeding the proper conduct of the meeting against the interests of all stockholders as a group.
I. If there are any question’s remaining after the
meeting is adjourned, please take them up with the representatives of the Company at the Secretary's desk. Also, any matters of a personal nature that concern you as a stockholder should be referred to these representatives after such meeting.
J. Pursuan
t to Article II, Section 12 of the Bylaws, all informalities or irregularities in any call or notice of a meeting, or in the areas of credentials, proxies, quorums, voting, and similar matters, will be deemed waived if no objection is made at the Annual Me
eting.
K. The views, constructive comments and criticisms from stockholders are welcome. However, it is requested that no matter be brought up that is irrelevant to the business of the Company.
L. It is requested that common courtesy be observed at all
times.
Our objective is to (1) encourage open communication and the free expression of ideas that are conducive to the best interests of stockholders of the Company, and (2) to conduct an informative and meaningful meeting in a fair and orderly manner. Yo
ur cooperation in accomplishing these objectives will be sincerely appreciated by the Company and its stockholders.
EXHIBIT
B
Proxy card 1 of 2
EXHIBIT
B
Proxy Card 2 of 2
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