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): October 11, 2022 (October 7, 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> of Incorporation)	(Commission<br> File Number)	(IRS Employer<br> Identification No.)
100 First Stamford Place, Suite 700<br><br>Stamford, Connecticut	06902
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(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)
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☐	Pre-commencement<br> communications pursuant to Rule <br>14d-2(b)<br> under the Exchange Act (17 CFR <br>240.14d-2(b))
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☐	Pre-commencement<br> communications pursuant to Rule <br>13e-4(c)<br> under the Exchange Act (17 CFR <br>240.13e-4(c))
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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.  ☐

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

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Item 5.02	Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Effective October 7, 2022, the Board of Directors (the “Board”) of United Rentals, Inc. (the “Company”) approved increasing the size of the Board from ten (10) directors to eleven (11) directors and appointing Francisco J. Lopez-Balboa as an independent director of the Company to fill the vacancy.

The Board appointed Mr. Lopez-Balboa as a member of the Board’s Audit Committee.

As compensation for his service on the Board, Mr. Lopez-Balboa will receive (i) annual retainer fees of $120,000 for serving as director; and (ii) an annual equity grant of $160,000 (which will be pro-rated for 2022, his initial year of appointment) in fully vested restricted stock units, generally to be paid after three years (subject to acceleration in certain circumstances). Mr. Lopez-Balboa also will be eligible to participate in a medical benefits program (comparable to that offered to our employees), at his own cost, and in the Company’s Deferred Compensation Plan for Directors, under which our non-employee directors may elect to defer receipt of the fees that would otherwise be payable to them. In accordance with the Company’s customary practice, the Company entered into an indemnification agreement with Mr. Lopez-Balboa substantially in the form filed as Exhibit 10(a) to the Company’s Form 10-Q filed on October 15, 2014.

There are no arrangements or understandings between Mr. Lopez-Balboa and any other persons pursuant to which he was selected as a director, and there are no transactions involving Mr. Lopez-Balboa that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01	Regulation FD Disclosure.

A copy of the press release issued by the Company on October 7, 2022, which announces the appointment of Mr. Lopez-Balboa, is attached hereto as Exhibit 99.1. The copy of the Company’s press release 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

99.1	Press Release of United Rentals, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: October  11 , 2022

UNITED RENTALS, INC.
By:	/s/ Joli L. Gross
Name:	Joli L. Gross
Title:	Senior Vice President, General Counsel<br><br>and Corporate Secretary
UNITED RENTALS (NORTH AMERICA), INC.
By:	/s/ Joli L. Gross
Name:	Joli L. Gross
Title:	Senior Vice President, General Counsel<br><br>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

United Rentals Names Francisco J. Lopez-Balboa to Board of Directors

STAMFORD, Conn. — October 7, 2022 — United Rentals, Inc. (NYSE: URI) today announced that Francisco J. Lopez-Balboa has joined the company’s board of directors, effective immediately. His appointment expands the composition of the board to 11 members, of which nine are independent directors.

Michael Kneeland, chairman of United Rentals, said, “Frank brings deep finance, leadership and operational expertise to our board. He understands the dynamics of scale and customer service in a large networked business oriented toward growth. We look forward to his strategic perspective as a director of United Rentals.”

Mr. Lopez-Balboa is a global finance executive with over three decades of leadership experience. He has served as executive vice president and chief financial officer of Cumulus Media Inc. since March 2020. Prior to Cumulus, Mr. Lopez-Balboa was executive vice president and chief financial officer of Univision Communications Inc. (now TelevisaUnivision), the leading media company serving Hispanic America. Earlier, he was a managing director with Goldman Sachs for more than 20 years, specializing in the telecom, media and technology sector. He began his investment banking career with Merrill, Lynch & Co.

Mr. Lopez-Balboa holds an MBA from Harvard University and a bachelor’s degree in economics from Columbia University, and is a recipient of the Columbia College Alumni Association’s John Jay Award for distinguished professional achievement. He is an emeritus trustee of the board of visitors for the undergraduate college at Columbia University and is a trustee and treasurer of St. Mark’s School in Massachusetts.

About United Rentals

United Rentals, Inc. is the largest equipment rental company in the world. The company has an integrated network of 1,331 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 21,600 employees serve construction and industrial customers, utilities, municipalities, homeowners and others. The company offers approximately 4,400 classes of equipment for rent with a total original cost of $16.57 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

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