Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Appointment of Michael W. Upchurch to the Board of Directors
On February 5, 2019, the Board of Directors (the “
Board
”) of Mobile Mini, Inc. (the “
Company
”),
acting upon the recommendation of the Nominating and Corporate Governance Committee of the Board, acted to increase the size of the Board from nine (9) to ten (10) members and appointed Michael W. Upchurch to fill the newly-created
position. It is expected that Mr. Upchurch will serve on the Audit Committee of the Board and, in connection with such appointment, the Board determined that Mr. Upchurch is an “audit committee financial expert.” The Board
determined that Mr. Upchurch is “independent” pursuant to the standards of the NASDAQ Global Select Market, applicable rules of the Securities and Exchange Commission and the Company’s Corporate Governance Guidelines.
Mr. Upchurch will be compensated for his Board service consistent with the compensation arrangements provided to the Board’s other
independent,
non-employee
directors, which are more fully described in the section entitled “Board and Committee Membership—Compensation of
Non-Employee
Directors” of the Company’s definitive proxy statement for its 2018 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 9, 2018, and will receive
pro-rated
amounts of the $50,000 annual cash retainer paid to the Company’s
non-employee
directors from the date of his appointment he will receive the $90,000 annual stock award made to the Company’s
non-employee
directors. Mr. Upchurch will also enter into the Company’s standard form of indemnification agreement for directors, a form of which is incorporated by reference as Exhibit 10.8 to the
Company’s Annual Report on Form
10-K,
filed February 5, 2019.
Michael W. Upchurch is the
Executive Vice President and Chief Financial Officer for Kansas City Southern (“
KCS
”) (NYSE: KSU). Headquartered in Kansas City, Missouri, KCS is a transportation holding company that has railroad investments in the U.S.,
Mexico and Panama. KCS’ North American rail holdings and strategic alliances are primary components of a railway network, linking the commercial and industrial centers of the U.S., Mexico and Canada. Mr. Upchurch has held his current
position since October 2008. Previously, he was Senior Vice President – Financial Management and Purchasing. He joined KCS in March 2008. Prior to his tenure at KCS, Mr. Upchurch held various positions at Sprint, most recently as Senior
Vice President – Financial Operations. He began his career as an accountant with Price Waterhouse. Mr. Upchurch holds a Bachelor of Science in Business Administration with a major in accounting from Kansas State University. He is a
Certified Public Accountant. Mr. Upchurch is 58.
There were no arrangements or understandings between Mr. Upchurch and any other persons
regarding his appointment to the Board, nor is Mr. Upchurch party to any related party transactions required to be reported pursuant to Item 404(a) of Regulation
S-K.
On February 7, 2019, the Company issued a press release announcing the appointment of Mr. Upchurch as a member of the Company’s Board, a
copy of which is attached hereto as Exhibit 99.1.