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): March 7, 2022

UNITED RENTALS, INC.

UNITED RENTALS (NORTH AMERICA), INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (203) 622-3131

(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:

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.  ☐

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

On March 7, 2022, United Rentals, Inc. (the “Company”) announced that Jeffrey Fenton will retire as the Company’s Senior Vice President, Business Development on June 30, 2022. Alfredo Barquin, the Company’s Vice President, Business Development, will succeed Mr. Fenton and assume leadership of the Company’s mergers and acquisitions growth strategy on such date. Beginning July 1, 2022, Mr. Fenton will provide advisory and transition services to the Company through December 31, 2022.

Mr. Fenton and the Company have agreed to the terms of Mr. Fenton’s retirement and transition services that will be included in a consulting agreement to be executed by Mr. Fenton prior to his retirement date. Under the agreed terms, Mr. Fenton will receive a monthly consulting fee equal to $18,100, which represents 50% of his current base salary rate, and be eligible for a pro rata annual incentive award payable in cash based on actual performance when such awards are regularly paid. Mr. Fenton will also be eligible for retirement vesting treatment under his outstanding equity awards. Additionally, in recognition of Mr. Fenton’s transition support through 2022, on March 3, 2022 (the “Grant Date”), the Compensation Committee of the Company’s Board of Directors approved a restricted stock unit award for Mr. Fenton in the amount of $300,000 that will become vested and payable on March 3, 2023, subject to his provision of services through December 31, 2022; Mr. Fenton will not otherwise be eligible for any 2022 long-term incentive awards.

A copy of the Company’s press release relating to Mr. Fenton’s retirement is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

(d) Exhibits

SIGNATURES

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.

Date: March 7, 2022

EX-99.1

Exhibit 99.1

United Rentals Announces Jeff Fenton to Retire as Head of Business Development

Alfredo Barquin, Vice President, Business Development, to Lead M&A Strategy

STAMFORD, Conn. — March 7, 2022 — United Rentals, Inc. (NYSE: URI), the world’s largest equipment rental company, today announced that Jeff Fenton, senior vice president, business development, will retire on June 30, 2022. He will be succeeded by Alfredo Barquin, who will lead the company’s M&A growth strategy as vice president, business development. Mr. Fenton will continue working with the company as a senior advisor through December 31, 2022.

Mr. Fenton joined United Rentals in his current position in 2012. Over the past decade, he has been instrumental in the successful completion of dozens of acquisitions and other transactions to expand the scale and depth of the company’s service offering, and built a high-performing business development team to support strategic growth.

Matthew Flannery, chief executive officer of United Rentals, said, “I want to personally thank Jeff for his many contributions to a landmark decade of growth for our company, and wish him the very best in his retirement. Jeff’s done an outstanding job of furthering our vision in line with our values. As Alfredo takes the reins in June, his strong track record with strategic expansions and our world-class team will ensure a smooth transition.”

Mr. Barquin joined United Rentals in January from SWM International, a global manufacturer of engineered industrial performance materials. He most recently served as chief growth officer of SWM, following roles as general manager and CEO of company subsidiaries and vice president, corporate development. Previously, during an 11-year tenure with GE Energy (now GE Power), he led M&A initiatives as managing director, global business development, and earlier managed development activities for Eaton Corporation. Mr. Barquin holds a bachelor’s degree in finance from the University of South Florida and a master’s degree in international business from Thunderbird School of Global Management.

About United Rentals

United Rentals, Inc. is the largest equipment rental company in the world. The company has an integrated network of 1,288 rental locations in North America, 11 in Europe, 28 in Australia and 18 in New Zealand. In North America, the company operates in 49 states and every Canadian province. The company’s approximately 20,400 employees serve construction and industrial customers, utilities, municipalities, homeowners and others. The company offers approximately 4,300 classes of equipment for rent with a total original cost of $15.79 billion. United Rentals is a member of the Standard & Poor’s 500 Index, the Barron’s 400 Index and the Russell 3000 Index^®^ and is headquartered in Stamford, Conn. Additional information about United Rentals is available at unitedrentals.com.

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Contact:

Ted Grace

(203) 618-7122

Cell: (203) 399-8951

tgrace@ur.com