8-K
MCGRATH RENTCORP (MGRC)
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 5, 2025
McGRATH RENTCORP
(Exact name of registrant as specified in its Charter)
California
(State or other jurisdiction of incorporation)
| 0-13292 | 94-2579843 |
|---|---|
| (Commission<br> <br>File Number) | (I.R.S. Employee<br> <br>Identification No.) |
| 5700 Las Positas Road, Livermore, CA 94551-7800 | |
| --- | |
| (Address of principal executive offices) |
(925) 606-9200
(Registrant’s Telephone Number, Including Area Code)
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 (see General Instruction A.2. below):
| ☐ | 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<br>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Common Stock | MGRC | NASDAQ Global Select 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 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
On June 4, 2025, McGrath RentCorp (the “Company”) held its 2025 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the following proposals were voted on by the Company’s shareholders, and the voting results are set forth below. The proposals are described in detail in the proxy statement for the Annual Meeting that the Company filed with the Securities and Exchange Commission on April 22, 2025.
Proposal 1. Election of Directors.
| Name of Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
|---|---|---|---|---|---|---|
| Nicolas C. Anderson | 20,813,037 | 80,861 | 950,703 | |||
| Kimberly A. Box | 20,406,135 | 487,763 | 950,703 | |||
| Smita Conjeevaram | 19,906,171 | 987,727 | 950,703 | |||
| William J. Dawson | 20,629,470 | 264,428 | 950,703 | |||
| Joseph F. Hanna | 20,814,162 | 79,736 | 950,703 | |||
| Bradley M. Shuster | 19,951,628 | 942,270 | 950,703 |
Proposal 2. To ratify the appointment of Grant Thornton LLP as the independent auditors for the Company for the year ending December 31, 2025.
| Votes For | Votes Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 21,270,528 | 557,972 | 16,101 | None |
Proposal 3. To approve on a non-binding, advisory basis, the compensation of the Company’s named executive officers.
| Votes For | Votes Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 20,167,710 | 690,472 | 35,715 | 950,703 |
SIGNATURE
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.
| McGRATH RENTCORP | ||
|---|---|---|
| Dated: June 5, 2025 | ||
| By: | /s/ Gilda Malek | |
| Gilda Malek | ||
| Senior Vice President, Chief Legal Officer and Corporate Secretary |