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0000047129 |
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2021-10-04 |
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|
8501 Williams
Road |
|
Estero |
|
Florida
33928 |
|
239
301-7000 |
|
|
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) October 5, 2021
(October
4, 2021)
HERTZ GLOBAL HOLDINGS, INC.
THE HERTZ CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
|
001-37665 |
|
61-1770902 |
Delaware |
|
001-07541 |
|
13-1938568 |
(State or other jurisdiction of incorporation) |
|
(Commission File
Number) |
|
(I.R.S. Employer
Identification No.) |
8501 Williams Road
Estero,
Florida
33928
239
301-7000
(Address, including Zip Code, and
telephone number, including area code,
of registrant's principal executive offices)
Not
Applicable
Not
Applicable
(Former name, former address and
former fiscal year, 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 |
Hertz Global
Holdings, Inc. |
|
Common Stock par value $0.01 per share |
|
HTZZ |
|
* |
The Hertz
Corporation |
|
None |
|
None |
|
None |
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.
¨
* Hertz Global Holdings, Inc.’s common stock trades on the
over-the-counter market under the symbol HTZZ.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION
OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
Appointment of New
Interim Chief Executive Officer
On October 4, 2021,
the Board of Directors (the “Board”) of Hertz Global Holdings, Inc.
(the “Company”) appointed Mark Fields as the Company’s interim
Chief Executive Officer (“Interim CEO”) effective as of October 5,
2021 while the Company conducts a search for a permanent Chief
Executive Officer, and in that capacity he will serve as the
Company’s principal executive officer. Mr. Fields is a current
member of the Board and will remain as a director following his
appointment as Interim CEO, but as of October 5, 2021 he will no
longer serve on the audit committee of the Board.
Mr. Fields will serve on an “at-will” basis until a permanent Chief
Executive Officer is chosen. Following the date that a new
permanent Chief Executive Officer begins employment with the
Company, Mr. Fields will remain employed by the Company to provide
transition services for a period of up to two (2) weeks. His last
day of employment following this transition period is referred to
below as the “Employment End Date”.
Mr. Fields will receive a base salary of $62,500 per week.
Additionally, Mr. Fields will be entitled to receive an RSU grant
covering 500,000 shares of the Company’s common stock (the “Interim
CEO Award”). The shares covered by the Interim CEO Award will vest
as follows: (A) if the Employment End Date occurs within 90 days of
Mr. Fields’s start date as Interim Chief Executive Officer, 50% of
the shares under the Interim CEO Award will vest on the Employment
End Date and the remainder will be forfeited, and (B) if the
Employment End Date occurs after the 90th day following
his employment start date, 100% of the shares under the Interim CEO
Award will vest on the earlier of (x) the six-month anniversary of
his start date and (y) the Employment End Date. The terms of the
Interim CEO Award will be subject to the provisions of the
Company’s new omnibus equity incentive plan once adopted by the
Board and the form of award agreement.
On October 4, 2021, Mr. Fields and the Company entered into an
offer letter containing the terms described above. The foregoing
summary of the offer letter is qualified in its entirety by the
full text of such document, which is attached as Exhibit 10.1 to
this Current Report on Form 8-K.
Appointment of Chief Operating Officer
On October 4, 2021, Paul E. Stone resigned as Chief Executive
Officer of the Company, and also resigned from the Board, in each
case effective October 5, 2021.
The Board separately appointed Mr. Stone as the Company’s Chief
Operating Officer effective October 5, 2021, and he will also
continue in his role as President of the Company.
Mr. Stone will serve on an “at-will” basis, and either the Company
or Mr. Stone may terminate the employment relationship at any time,
with or without reason.
Mr. Stone will continue to receive a base salary of $1,000,000 per
year and his target annual bonus for calendar year 2021 will remain
140% of his base salary. Further, provided that Mr. Stone is
employed with the Company as of March 1, 2022, he will be entitled
to a lump-sum payment of (x) $2,000,000, plus (y) an amount
that represents the employer-paid portion of his monthly group
health insurance premiums, multiplied by twenty-four (24) (the
“Transition Bonus”), subject to execution of a release of claims.
If Mr. Stone is terminated without cause or resigns for good reason
prior to March 1, 2022, he will be entitled to receive the
Transition Bonus as severance, subject to execution of a release of
claims, and he will also remain eligible to receive an annual bonus
for calendar year 2021 based on the Company’s actual performance.
In addition, the Company has waived its right to claw back any
portion of his retention bonus previously paid in August 2021 if he
resigns for good reason prior to December 31, 2021.
On October 4, 2021, Mr. Stone and the Company entered into a Second
Amended and Restated Offer Letter, Confidentiality and
Non-Competition Agreement, which provides for Mr. Stone’s change in
position and resignation from the Board. The foregoing summary of
such agreement is qualified in its entirety by the full text of
such document, which is attached as Exhibit 10.2 to this Current
Report on Form 8-K.
ITEM 9.01. EXHIBITS.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, each registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
|
HERTZ GLOBAL
HOLDINGS, INC. |
|
THE HERTZ
CORPORATION |
|
(each, a
Registrant) |
|
By: |
/s/ M. David Galainena |
|
Name: |
M. David
Galainena |
|
Title: |
Executive Vice
President, General Counsel and Secretary |
Date:
October 5, 2021 |
|
|
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