Current Report Filing (8-k)
October 06 2021 - 04:50PM
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Co-Registrant DocumentPeriodEndDate |
2021-09-30 |
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Co-Registrant Solicitating Materials |
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Co-Registrant Emerging Growth Company |
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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 6, 2021
(September
30, 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 Director
On September 30, 2021, the Board of Directors (the “Board”) of
Hertz Global
Holdings, Inc. (the “Company”) elected Evelina Vougessis
Machas to serve as a director of the Company.
Upon joining the Board, Ms. Vougessis Machas will be entitled
to receive compensation under the Company’s Directors Compensation
Policy. Under this policy, Ms. Vougessis Machas is entitled to an
annual cash retainer of $100,000, with the first quarterly payment
of $25,000 to be made in December 2021. In addition,
Ms. Vougessis Machas will also receive an initial equity award
in the form of restricted stock units (“RSUs”), with the number of
shares thereunder determined by dividing $160,000 by the closing
price of the Company’s common stock on September 30, 2021. The
initial RSU award will be granted from the Company’s new omnibus
equity incentive plan once adopted by the Board, and will vest in
full on the business day immediately preceding the date of the
Company’s 2022 annual stockholders meeting. Thereafter, she will be
entitled to receive an annual retainer RSU award with a grant date
value of $160,000, which will be granted annually on the date of
the Company’s stockholders meeting and will vest in full on the
business day immediately preceding the date of the next annual
stockholders meeting. All non-employee directors are also eligible
to participate in the Company's director car rental and special
edition car purchase programs.
The foregoing summary of the Directors Compensation Policy 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.
Ms. Vougessis Machas is expected to enter into an
Indemnification Agreement with the Company in the same form as its
other directors have entered, which is filed with the Securities
and Exchange Commission as Exhibit 10.10 to its Current Report
on Form 8-K filed on July 7, 2021.
There are no arrangements or understandings between
Ms. Vougessis Machas and any other person pursuant to which
she was elected as a director. Ms. Vougessis Machas has not
entered into or proposed to enter into any transactions required to
be reported under Item 404(a) of Regulation S-K.
ITEM 7.01. REGULATION FD DISCLOSURE.
On October 6, 2021, the Company issued a press release regarding
the appointment of Ms. Vougessis Machas to the Board, a copy of
which is furnished as Exhibit 99.1 to this Current Report on Form
8-K.
ITEM 9.01. 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 6, 2021 |
|
|
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