false000133960500013396052022-05-122022-05-12

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 12, 2022

 

H&E Equipment Services, Inc.

(Exact name of registrant as specified in its charter)

 

Commission File Number: 000-51759

 

Delaware

 

81-0553291

(State or other jurisdiction of

 

(IRS Employer

incorporation)

 

Identification No.)

 

7500 Pecue Lane

Baton Rouge, LA 70809

(Address of principal executive offices, including zip code)

 

(225) 298-5200

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $0.01 per share

HEES

Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 


 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) The disclosure set forth below under Item 5.07 regarding the conditional resignation of Mr. Lawrence Karlson as a director of H&E Equipment Services, Inc. (the “Company”) is incorporated herein by reference. This conditional resignation has been submitted solely in connection with the Company’s majority vote policy for director reelection as disclosed in the Company’s proxy statement filed with the Securities and Exchange Commission on April 1, 2022 (the “Majority Vote Policy”). Mr. Karlson’s conditional resignation was not the result of any dispute or disagreement with the Company or the Company’s board of directors (the “Board”) on any matter relating to the operations, policies or practices of the Company.

 

 

Item 5.07

Submission of Matters to a Vote of Security Holders

The 2022 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) was held on May 12, 2022. Matters submitted to the stockholders and voted upon at the meeting, which are more fully described in the Company’s Proxy Statement, which was filed with the Securities and Exchange Commission on April 1, 2022, were (1) the election of nine directors; (2) the ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022; and (3) an advisory vote on Named Executive Officer compensation as disclosed in the Proxy Statement.

Each of the director nominees set forth below was elected to hold office until his or her respective successor is duly elected and qualified or until his or her death, resignation or removal. Stockholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022. Stockholders, in a non-binding advisory vote, approved the compensation of the Company’s Named Executive Officers as disclosed in the Company’s Proxy Statement.

The table below shows the votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, as to each proposal, including a separate tabulation with respect to each nominee for director. There were no broker non-votes for the proposal regarding the ratification of the accounting firm.

(1)
Election of directors.

 

 

For

 

Withheld

 

Broker Non-Votes

John M. Engquist

 

26,330,088

 

2,732,515

 

4,320,468

Bradley W. Barber

 

28,725,816

 

336,787

 

4,320,468

Paul N. Arnold

 

28,463,695

 

598,908

 

4,320,468

Gary W. Bagley

 

28,675,530

 

387,073

 

4,320,468

Bruce C. Bruckmann

 

25,183,750

 

3,878,853

 

4,320,468

Patrick L. Edsell

 

28,605,960

 

456,643

 

4,320,468

Thomas J. Galligan III

 

28,604,093

 

458,510

 

4,320,468

Lawrence C. Karlson

 

11,856,893

 

17,205,710

 

4,320,468

Mary P. Thompson

 

27,661,673

 

1,400,930

 

4,320,468

(2)
Ratification of Appointment of BDO USA, LLP as independent registered public accounting firm for the year ending December 31, 2022.

For

 

Against

 

Abstain

33,053,370

 

125,331

 

204,370

(3)
Advisory vote on Named Executive Officer compensation as disclosed in the Proxy Statement.

For

 

Against

 

Abstain

 

Broker Non-Votes

27,558,564

 

1,194,041

 

309,998

 

4,320,468

Although each of the above nominees was reelected as a director of the Company, Mr. Karlson received a greater number of “withheld” votes from his election than votes “for” his election. In accordance with the Majority Vote Policy, Mr. Karlson tendered his conditional resignation to the Company on May 16, 2022. ISS Proxy Advisory Services recommended that shareholders of the Company withhold votes from Mr. Karlson’s reelection as a director of the Company for failing to establish racial or ethnic diversity on the Board, given Mr. Karlson’s service as the chair of the Company’s nominating and governance committee (the “Committee”). On May 12, 2022, in connection with the Board’s annual review and appointment of the members and Chairpersons of the various committees of the Board, Mr. Karlson stepped down as the Chair of the Committee, and the Board appointed Mary P. Thompson to replace him as the Chair of the Committee. Mr. Karlson continues to serve as a member of the Committee.

 


 

The Board, in consultation with the Committee, will consider Mr. Karlson’s conditional resignation and determine whether to accept or reject Mr. Karlson’s resignation. In considering whether to accept or reject Mr. Karlson’s conditional resignation, the Board, in consultation with the Committee, expects to consider all factors believed relevant, including without limitation: (i) the underlying reasons for Mr. Karlson not receiving a majority of votes cast in favor of his reelection as director; (ii) the tenure and qualifications of Mr. Karlson; (iii) Mr. Karlson’s past and expected future contributions to the Board; (iv) the overall composition of the Board; and (v) whether accepting the tendered resignation would cause the Company to fail to meet any applicable rule or regulation, including under the Nasdaq listing requirements and federal securities laws. The Board expects to act within ninety (90) days of the date of the Annual Meeting, and such determination will be promptly disclosed, together with the reasons for such determination on a Form 8-K.

Mr. Karlson will not participate in Committee or Board deliberations regarding his conditional resignation, but his services on the Board will otherwise continue pending the outcome of those deliberations.

 

 

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 18, 2022

 

By:

/s/ Leslie S. Magee

 

 

 

Leslie S. Magee

Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 


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