8-K

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): JUNE 13, 2024

CUSTOM TRUCK ONE SOURCE, INC.

(Exact Name of Registrant as Specified in its Charter)

(816) 241-4888

(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:

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

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.

As noted below under Item 5.07, at the annual meeting of stockholders of Custom Truck One Source, Inc. (the “Company”) held on June 13, 2024, the Company’s stockholders, upon the recommendation of the board of directors of the Company (the "Board"), approved an amendment to the Company’s Amended and Restated 2019 Omnibus Incentive Plan (the "2019 Omnibus Incentive Plan”).

The amendment to the 2019 Omnibus Incentive Plan (the "Amendment") (1) increases the total number of shares of common stock issuable under the plan by 6,000,000 shares from 14,650,000 shares to 20,650,000 shares, (2) increases the number of shares that may be issued under the 2019 Omnibus Incentive Plan upon the exercise of incentive stock options by 6,000,000 shares, from 14,650,000 shares to 20,650,000 shares, and (3) extends the term of the plan to expire ten (10) years from the date the Board approved the Amendment. Other than the foregoing updates, the Amendment does not make any changes to the terms of the 2019 Omnibus Incentive Plan.

The Amendment was included in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 26, 2024 (the “Proxy Statement”), and the Amendment is included as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 13, 2024, the Company held an annual meeting of stockholders to vote on the following proposals, as described in more detail in the Company's Proxy Statement:

Proposal One: To elect three Class B directors to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified. In accordance with the voting results listed below, each of the nominees was elected as a Class B director.

Proposal Two: To approve, on an advisory basis, the compensation of the Company's named executive officers. In accordance with the voting results listed below, the compensation of the Company's named executive officers was approved by stockholders.

Proposal Three: To approve the Amendment. In accordance with the voting results listed below, the Amendment to the 2019 Omnibus Incentive Plan was approved by stockholders.

Proposal Four: To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year ending December 31, 2024. In accordance with the voting results listed below, the appointment of Ernst & Young LLP was ratified by stockholders.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

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.