DEF 14A: Hertz Global Holdings Sets Date for 2024 Annual Stockholders Meeting

Hertz Global Holdings will hold its 2024 annual meeting of stockholders virtually on May 22, 2024, to vote on director elections, auditor ratification, and executive compensation.

Summary

• Hertz Global Holdings, Inc. will hold its 2024 Annual Meeting of Stockholders on May 22, 2024, at 1:00 PM (Eastern Time) in a virtual format.
• Stockholders of record as of March 25, 2024, are eligible to vote.
• The meeting will include voting on the election of three Class III director nominees, the ratification of Ernst & Young LLP as the independent auditor for the fiscal year ending December 31, 2024, and an advisory vote on the compensation of named executive officers.
• The Board of Directors recommends voting for the election of each Class III director nominee and for the ratification of Ernst & Young LLP as the independent auditor.
• The Board of Directors recommends voting for the approval, on an advisory basis, of the compensation of our named executive officers.

Sentiment

Score: 5

Explanation: The document is neutral, primarily focusing on procedural matters related to the annual meeting. While it acknowledges cost headwinds, it also highlights growth initiatives.

Positives

• The company is providing access to proxy materials via the internet, which is cost-effective.
• The Board regularly evaluates its governance practices and has elected not to make use of any of the exceptions to the Nasdaq Rules.
• The Board believes that its leadership structure allows the Board to effectively provide oversight, evaluate the performance of management, engage on strategy and succession planning, and uphold strong governance standards.
• The Board is committed to seeking out female and minority candidates, as well as candidates with diverse backgrounds, experiences and skills when conducting a director search.

Negatives

• The company faced significant cost headwinds throughout 2023, which negatively impacted profitability.
• Adjusted Corporate EBITDA performance resulted in no earned amounts for our NEOs for PSUs associated with fiscal year 2023 and granted under the long-term incentive plan for the 2022 2024 performance period or the long-term incentive plan for the 2023 2025 performance period.

Risks

• The company's ownership structure may qualify it as a controlled company under Nasdaq Rules, potentially reducing corporate governance requirements.
• The company faces enterprise-wide risks, including financial, cybersecurity, and information technology risks.
• The company's compensation programs are subject to review to identify and address any potential risks that could be created by the programs.

Future Outlook

The document does not contain specific forward-looking statements beyond the scheduling of the annual meeting and routine business.

Management Comments

• Wayne Gil West, Chief Executive Officer: 'On behalf of our entire team, I thank you for continued investment in Hertz and ongoing support of our company.'

Industry Context

The document indicates that the company's revenue performance reflected continued demand for its product, consistent with 2023 travel trends more broadly.

Management Changes

Corporate Governance

Related Party Transactions

• During 2023, Hertz paid GT Racing $7.9 million in connection with the sponsorship.
• During fiscal 2023, Hertz paid Trinity Cyber $1.05 million for its cybersecurity services.
• 2023 revenue generated pursuant to the agreements with Amex GBT was less than 3% of our consolidated gross revenues.
• During fiscal year 2023, the revenue generated pursuant to this agreement with Internova was less than 1% of our consolidated gross revenues.

Stakeholder Impact

• The company strives to empower its employees to build trust with customers and the communities it serves around the world.
• The company's executive compensation program is designed to create long-term stockholder value by aligning the interests of its executive officers with those of its stockholders.

Next Steps

• Stockholders are encouraged to vote their shares in advance of the 2024 Annual Meeting.
• The Board and Compensation Committee will consider the results of the advisory vote on executive compensation.
• The company will review stockholder proposals received by December 10, 2024, for inclusion in next year's proxy statement.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Board of Directors, Director Nominees, Executive Compensation, Ernst & Young, Auditor Ratification, Corporate Governance, Stockholders, Hertz