DEF: Custom Truck One Source Sets Date for 2025 Annual Stockholders Meeting

Custom Truck One Source announces its 2025 Annual Meeting of Stockholders to be held virtually on June 12, 2025.

Summary

• Custom Truck One Source, Inc. will hold its 2025 Annual Meeting of Stockholders on Thursday, June 12, 2025, at 9:00 a.m. Eastern Time.
• The meeting will be conducted via live webcast.
• Stockholders of record as of April 17, 2025, are entitled to vote.
• The agenda includes the election of four Class C directors, ratification of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, and any other business that may properly come before the meeting.
• The Board recommends voting 'FOR' the election of Fred Ross, Georgia Nelson, Mary Jackson, and Ryan McMonagle as Class C directors and 'FOR' the ratification of Ernst & Young LLP.
• The proxy statement and related materials were made available to stockholders on or about April 28, 2025.

Sentiment

Score: 6

Explanation: The document is primarily informational, with a neutral tone. While it highlights some positive aspects of corporate governance, it also acknowledges challenges in financial performance and potential risks associated with the company's ownership structure.

Positives

• The company is adhering to good corporate governance practices by seeking stockholder ratification of the independent auditor.
• The board includes a majority of independent directors, ensuring oversight and accountability.
• The company has established stock ownership guidelines for executives and directors, aligning their interests with those of stockholders.
• The company has a clawback policy in place, allowing for the recovery of incentive-based compensation in certain circumstances.

Negatives

• The company operates as a controlled company, which reduces the independence requirements for certain board committees.
• Platinum Equity has significant control over the company's board nominations and certain corporate actions.
• The company's Amended and Restated Stockholders Agreement gives Platinum Equity consent rights over a wide range of actions.
• The company's financial performance in 2024 did not meet the thresholds for STIP bonuses, indicating potential challenges in achieving financial targets.

Risks

• Platinum Equity's control could lead to decisions that benefit Platinum Equity at the expense of minority stockholders.
• The company's reliance on Platinum Equity for certain services could create conflicts of interest.
• The company's related party transactions could raise concerns about fairness and transparency.
• Failure to meet financial performance targets could negatively impact executive compensation and stockholder value.

Future Outlook

The document does not contain specific forward-looking statements beyond the routine business to be conducted at the annual meeting.

Management Comments

• Marshall Heinberg, Chairman of the Board, expresses appreciation for stockholders' continued support and encourages them to vote.
• Paul M. Jolas, Executive Vice President, General Counsel and Corporate Secretary, provides notice of the Annual Meeting.

Industry Context

The document does not provide specific industry context beyond the general business of Custom Truck One Source as a specialty equipment provider.

Comparison to Industry Standards

• The peer group used for executive compensation benchmarking includes companies like Terex, Federal Signal, and Alamo Group, suggesting that Custom Truck One Source considers itself to be operating in a similar space to these firms.
• The document mentions that the company benchmarks executive compensation against a peer group, but it does not provide a detailed comparison of specific metrics or performance against those peers.

Related Party Transactions

• Fred Ross, Joseph Ross and members of their immediate family own R&M Equipment Rental, which CTOS rents and sells equipment and provides services to.
• The Company has purchased products and aircraft charter services, from entities owned by Fred Ross and Joseph Ross.
• On January 30, 2025, the Company purchased 8,143,635 shares of the Companys common stock from affiliates of ECP, at a purchase price of $4.00 per share, which represents an approximately 23% discount from the price of $5.19 per share of common stock at the close of trading on January 29, 2025, for an aggregate purchase price of $32.6 million.

Stakeholder Impact

• Stockholders are asked to vote on key proposals that will impact the company's governance and financial performance.
• Executive officers' compensation is tied to the company's performance, aligning their interests with those of stockholders.
• Employees are impacted by the company's compensation policies and benefit plans.

Next Steps

• Stockholders are urged to vote on the proposals outlined in the proxy statement.
• The company will announce preliminary voting results at the Annual Meeting and disclose final results in a Current Report on Form 8-K.

Key Dates

Keywords

proxy statement, annual meeting, directors, stockholders, corporate governance, executive compensation, Platinum Equity, Audit Committee, Compensation Committee, related party transactions