8-K - UHAL - Equibles

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

August 20, 2020

<br> Date of Report (Date of earliest event reported)<br>

AMERCO

<br> (Exact name of registrant as specified in its charter)<br>

Nevada

      001-11255

      88-0106815

<br> (State or other jurisdiction of incorporation)<br>	<br> (Commission File Number)<br>	<br> (I.R.S. Employer Identification No.)<br>

5555 Kietzke Lane

    , 
    
      Ste. 100

Reno

<br> (Address of Principal Executive Offices)<br>

775

      668-6300

<br> (Registrant's telephone number, including area code)<br>

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

<br> Title of each class<br>	<br> Trading Symbol<br>	<br> Name of each exchange on which registered<br>
<br> <br> Common Stock<br> , $0.25 par value<br> <br>	<br> <br> UHAL<br> <br>	<br> <br> NASDAQ<br> <br> Global Select Market<br>

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:

<br> <br> ☐<br> <br>	<br> Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
<br> <br> ☐<br> <br>	<br> Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
---	---
<br> <br> ☐<br> <br>	<br> Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<br>
---	---
<br> <br> ☐<br> <br>	<br> Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<br>
---	---

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 August

    20,
     
    2020, AMERCO
     
    \(the “Company”\)
     
    held its 2020
     
    Annual Meeting of Stockholders. At such meeting
     
    our stockholders voted upon and approved:
     
    \(i\) the election of
     
    Edward J. Shoen, James E. Acridge, John P. Brogan, James J. Grogan, Richard J. Herrera, Karl A. Schmidt, Roberta R. Shank and
     
    Samuel J. Shoen
     
    as directors of the Company,
     
    to serve until the 2021
     
    Annual Meeting of Stockholders
     
    of the Company \(“Proposal 1”\); \(ii\) an advisory vote on the approval of compensation paid to the Company's Named Executive Officers \(“Proposal 2”\); \(iii\) an advisory vote on the frequency of future advisory votes on the compensation of the Company's Named Executive Officers \(once every year, once every two years or once every three years\) \(“Proposal 3”\); \(iv\) the ratification of the appointment of BDO USA, LLP as the Company's independent
     
    registered public accounting firm
     
    for
     
    the
     
    fiscal
     
    year ending March 31,
     
    2021 \(“Proposal 4”\);
     
    and \(v\) a proposal received from
     
    Company stockholder proponents
     
    to ratify and affirm the decisions and actions taken by the Board
     
    of Directors
     
    and
     
    executive
     
    officers
     
    of the Company, with respect to AMERCO, its subsidiaries,
     
    and its
     
    various constituencies, for the
     
    fiscal year ended
     
    March 31, 2020 \(“Proposal 5”\).

The following table sets forth the votes cast for, against or withheld, as well as the number of abstentions and broker non-votes with respect to each matter voted on at the 2020 Annual Meeting of Stockholders of AMERCO.

<br> <br>	<br> Votes<br><br><br> <br><br> Cast For<br>	<br> Votes<br><br><br> <br><br> Cast Against<br>	<br> Votes<br><br><br> <br><br> Withheld<br>	<br> <br><br><br> <br><br> Abstentions<br>	<br> Broker<br><br><br> <br><br> Non-votes<br>
<br> Proposal 1<br>	<br> <br>	<br> <br>	<br> <br>	<br> <br>	<br> <br>
<br> <br> Edward J. Shoen<br>	<br> 14,584,801<br>	<br> -<br>	<br> 1,931,968<br>	<br> -<br>	<br> 926,178<br>
<br> <br> James E. Acridge<br>	<br> 16,199,097<br>	<br> -<br>	<br> 317,672<br>	<br> -<br>	<br> 926,178<br>
<br> <br> John P. Brogan<br>	<br> 14,648,937<br>	<br> -<br>	<br> 1,867,832<br>	<br> -<br>	<br> 926,178<br>
<br> <br> James J. Grogan<br>	<br> 15,512,178<br>	<br> -<br>	<br> 1,004,591<br>	<br> -<br>	<br> 926,178<br>
<br> <br> Richard J. Herrera<br>	<br> 16,208,348<br>	<br> -<br>	<br> 308,421<br>	<br> -<br>	<br> 926,178<br>
<br> <br> Karl A. Schmidt<br>	<br> 16,431,471<br>	<br> -<br>	<br> 85,298<br>	<br> -<br>	<br> 926,178<br>
<br> <br> Roberta R. Shank<br>	<br> 16,488,485<br>	<br> -<br>	<br> 28,284<br>	<br> -<br>	<br> 926,178<br>
<br> <br> Samuel J. Shoen<br>	<br> 14,447,950<br>	<br> -<br>	<br> 2,068,819<br>	<br> -<br>	<br> 926,178<br>
<br> Proposal 2<br>	<br> 16,117,530<br>	<br> 366,199<br>	<br> -<br>	<br> 33,040<br>	<br> 926,178<br>
<br> Proposal 3: (once every year)<br>	<br> 3,904,960<br>	<br> -<br>	<br> -<br>	<br> -<br>	<br> -<br>
<br> Proposal 3: (once every two years)<br>	<br> 23,959<br>	<br> -<br>	<br> -<br>	<br> -<br>	<br> -<br>
<br> Proposal 3: (once every three years)<br>	<br> 12,578,866<br>	<br> -<br>	<br> -<br>	<br> -<br>	<br> -<br>
<br> Proposal 3<br>	<br> -<br>	<br> -<br>	<br> -<br>	<br> 8,984<br>	<br> 926,178<br>
<br> Proposal 4<br>	<br> 17,353,823<br>	<br> 80,838<br>	<br> -<br>	<br> 8,286<br>	<br> -<br>
<br> Proposal 5<br>	<br> 13,392,390<br>	<br> 3,110,582<br>	<br> -<br>	<br> 13,797<br>	<br> 926,178<br>

The Company has considered the outcome of Proposal 3 and has determined, as was recommended with respect to this proposal by the Company's Board of Directors in the Proxy Statement for the 2020 Annual Meeting of the Stockholders, that the Company will hold future advisory votes on the compensation of the Company's Named Executive Officers once every three years until the occurrence of the next advisory vote on the frequency of such votes.

Item 8.01.

     
     Other Items

On August 21, 2020, AMERCO

    \(the “Company”\) announced that
     
    its Board of Directors declared a special cash dividend on its Common Stock of $0.50 per
     
    share payable to all shareholders of record of the Company's Common Stock as of close of business on September 7, 2020. The payment date for the special dividend will be September 21, 2020.

The Company's press release regarding the special dividend is included as Exhibit 99.1.

Item 9.01.

    Financial Statements and Exhibits

(d)

    Exhibits.

<br> Exhibit No.<br>	<br> Description<br>
<br> 99.1<br>	<br> Press release dated<br> <br> August 21, 2020.<br>

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.

Dated: August 21, 2020

AMERCO

/s/ Jason A. Berg

Jason A. Berg

Chief Financial Officer

Exhibit Index

<br> <br> Exhibit No.<br>	<br> Description<br>
<br> 99.1<br>	<br> Press release dated<br> <br> August 21, 2020.<br>

Contact:

Sebastien Reyes

Director of Investor Relations

AMERCO

(602) 263-6601

sebastien_reyes@uhaul.com

AMERCO Announces Special Cash Dividend

Reno, Nev. (August 21, 2020) AMERCO (Nasdaq: UHAL), the parent of U-Haul International, Inc., Oxford Life Insurance Company, Repwest Insurance Company and Amerco Real Estate Company, on August 20, 2020, declared a special cash dividend on its Common Stock of $0.50 per share. The dividend will be payable September 21, 2020 to holders of record on September 7, 2020.

About AMERCO

AMERCO is the parent company of U-Haul International, Inc., Oxford Life Insurance Company, Repwest Insurance Company and Amerco Real Estate Company. U-Haul is in the shared use business and was founded on the fundamental philosophy that the division of use and specialization of ownership is good for both U-Haul customers and the environment.

About U-Haul

Since 1945, U-Haul has been the choice for the do-it-yourself mover. U-Haul customers' patronage has enabled the Company to maintain the largest rental fleet in the do-it-yourself moving industry which includes a fleet of trucks, trailers and towing devices. U-Haul also offers storage throughout North America. U-Haul is the consumer's number one choice as the largest installer of permanent trailer hitches in the automotive aftermarket industry. The Company supplies alternative-fuel for vehicles and backyard barbecues as one of the nation's largest retailers of propane.