8-K
UNITED RENTALS, INC. (URI)
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 14, 2022
UNITED RENTALS, INC.
UNITED RENTALS (NORTH AMERICA), INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-14387 | 06-1522496 |
|---|---|---|
| Delaware | 001-13663 | 86-0933835 |
| (State or other Jurisdiction<br><br>of Incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
| 100 First Stamford Place, Suite 700 | ||
| --- | --- | |
| Stamford, Connecticut | 06902 | |
| (Address of Principal Executive Offices) | (Zip Code) |
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule <br>14a-12<br> under the Exchange Act (17 CFR <br>240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule <br>14d-2(b)<br> under the Exchange Act (17 CFR <br>240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule <br>13e-4(c)<br> under the Exchange Act (17 CFR <br>240.13e-4(c)) |
| --- | --- |
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:
| Title of each class | Trading<br><br>Symbol(s) | Name of each exchange<br><br>on which registered |
|---|---|---|
| Common Stock, $0.01 par value | URI | NYSE |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On June 14, 2022, United Rentals, Inc. (the “Company”) announced that Jessica Graziano will resign as the Company’s Executive Vice President and Chief Financial Officer effective July 29, 2022. Ted Grace, the Company’s Vice President and Head of Investor Relations, will assume the role of interim Chief Financial Officer on such date and also continue to serve in his current role while the Company undertakes an executive search process.
Mr. Grace, 50, joined United Rentals in 2016 as Vice President and Head of Investor Relations. Mr. Grace does not have any family relationships with any of the Company’s directors or executive officers and is not party to any transactions listed in Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Grace and any other persons pursuant to which he was selected as an officer.
A copy of the Company’s press release relating to the executive transition 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.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit<br><br>No. | Description |
|---|---|
| 99.1 | Press Release of United Rentals, Inc.* |
| * | Furnished herewith |
| --- | --- |
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: June 14, 2022
| UNITED RENTALS, INC. | |
|---|---|
| By: | /s/ Joli L. Gross |
| Name: | Joli L. Gross |
| Title: | Senior Vice President, General Counsel and Corporate Secretary |
| UNITED RENTALS (NORTH AMERICA), INC. | |
| By: | /s/ Joli L. Gross |
| Name: | Joli L. Gross |
| Title: | Senior Vice President, General Counsel and Corporate Secretary |
EX-99.1
Exhibit 99.1
United Rentals, Inc.
100 First Stamford Place
Suite 700
Stamford, CT 06902
Telephone: 203 622 3131
Fax: 203 622 6080
www.unitedrentals.com
UnitedRentals Announces Transition of Chief Financial Officer
STAMFORD, Conn. – June 14, 2022 – United Rentals, Inc. (NYSE: URI) today announced that Jessica Graziano, executive vice president and chief financial officer, will be leaving the company on July 29, 2022, for another opportunity. Ms. Graziano joined the United Rentals finance organization in 2014, and was named CFO in 2018. She will remain in an active role with United Rentals through July 29 to ensure a smooth transition to Ted Grace, who has been appointed interim chief financial officer.
Mr. Grace joined United Rentals in 2016 as vice president and head of investor relations, and has been an integral leader across all aspects of the finance function during his tenure. He has built enduring relationships with the investment community over the course of his career, including two decades as an investment banker and research analyst with leading institutions. Mr. Grace will continue to be the primary investor contact as interim chief financial officer and will serve in this dual role while the company undertakes an executive search process.
Matthew Flannery, chief executive officer of United Rentals, said, “We expect this to be a seamless transition between two seasoned executives who have worked closely together for years, underpinned by a robust finance organization. Ted is well versed in areas of the business that relate to his expanded responsibilities as interim CFO. In addition, he will ensure that our investors have continuity of access to management.”
Flannery continued, “I want to thank Jess for her exemplary leadership during a period of significant growth for United Rentals, as well as intense macro disruption — all successfully navigated with a strong financial strategy and effective capital management. We wish Jess every success with her next opportunity.”
About United Rentals
United Rentals, Inc. is the largest equipment rental company in the world. The company has an integrated network of 1,301 rental locations in North America, 13 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 20,850 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 $15.97 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