DEF 14A: United Rentals Seeks Stockholder Approval for Officer Exculpation Amendment

• United Rentals is holding its annual meeting of stockholders on May 9, 2024, virtually.
• The company is seeking stockholder approval for several proposals, including the election of 10 directors, ratification of the appointment of Ernst & Young LLP as the independent accounting firm, and advisory approval of executive compensation.
• A key proposal involves amending the company's Restated Certificate of Incorporation to permit officer exculpation, aligning with recent changes in Delaware law.
• The board recommends voting for all its proposals and against a stockholder proposal for directors to be elected by majority vote.
• In 2023, United Rentals achieved record revenue, earnings, and returns, driven by a commitment to customer service and operational excellence.
• The company returned over $1.4 billion to shareholders through dividends and share repurchases.
• Rental revenue grew by 19.3% to $12.1 billion, and total revenue reached $14.3 billion.
• The net income margin was 16.9%, and the adjusted EBITDA margin was 47.8%.
• The company opened 49 specialty branch locations, expanding its global presence to 1,584 branches.
• Gross purchases of rental fleet totaled $3.5 billion, with the fleet valued at $20.7 billion at original equipment cost.
• The return on invested capital (ROIC) was 13.6%, exceeding the cost of capital.
• The net leverage ratio decreased to 1.6x, and total liquidity was $3.3 billion.
• The company's workforce of approximately 26,300 employees achieved a total recordable incident rate (TRIR) of 0.75, a 1.3% reduction year-over-year.
• Voluntary turnover decreased to 12.4% from 13.1% in 2022.
• The company achieved a 21.5% reduction in its GHG emissions intensity compared to a 2018 baseline.
• The executive compensation program emphasizes variable pay aligned with performance and stockholder value.
• At the 2023 annual meeting, over 93% of stockholders approved the executive compensation program.
• The company's compensation philosophy is based on stockholder alignment, market competitiveness, and internal balance.
• The compensation program includes base salary, annual incentive compensation plan (AICP), and long-term incentive plan (LTIP).

Score: 9

Explanation: The document presents a highly positive outlook for United Rentals, highlighting record financial performance, strategic achievements, and strong corporate governance practices. The tone is optimistic and confident, reflecting a successful year and a promising future.

• Record revenue, earnings, and returns in 2023.
• Significant cash returned to shareholders through dividends and share repurchases.
• Strong growth in rental revenue and total revenue.
• Healthy net income and adjusted EBITDA margins.
• Expansion of the branch network.
• High return on invested capital (ROIC).
• Reduced net leverage ratio and strong liquidity.
• Improved safety record with a lower total recordable incident rate (TRIR).
• Decreased voluntary turnover.
• Significant reduction in GHG emissions intensity.
• High stockholder approval of the executive compensation program.

• The document does not explicitly state any negatives.

• The document does not explicitly state any risks.

The company plans to pay a $1.63 per share quarterly dividend in 2024, reflecting a 10% increase from the 2023 dividend, and intends to return another $1.5 billion to shareholders through share repurchases during 2024.

• Our theme for 2023 was raising the bar and we delivered on that goal with record revenue, earnings and returns.

The document does not explicitly state any industry context.

• The document compares United Rentals' performance to the S&P 500 Index and a peer group of companies, including Carrier Global Corporation, Rockwell Automation Inc., C.H. Robinson Worldwide, Inc., Stanley Black & Decker, Inc., Cintas Corporation, Trane Technologies plc, Dover Corporation, Waste Management, Inc., Fortive Corporation, Waste Connections, Inc., J.B. Hunt Transport Services, Inc., WESCO International, Inc., Masco Corporation, W.W. Grainger, Inc., Parker-Hannifin Corporation, Republic Services, Inc., and Xylem Inc.
• The company's relative Total Shareholder Return (TSR) was at the 95th percentile of the Peer Group over the last 10 years.

• Shareholders: The company's strong financial performance and commitment to returning capital to shareholders are positive for stockholders.
• Employees: The company's focus on safety, employee wellness, and diversity and inclusion initiatives benefits employees.
• Customers: The company's commitment to customer service and sustainability initiatives enhances the customer experience.
• Suppliers: The company's collaboration with original equipment manufacturers to bring more lowand zero-emissions equipment opportunities to market benefits suppliers.
• Communities: The company's environmental and social policies and practices contribute to the well-being of the communities in which it operates.

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will file the proposed Amended and Restated Certificate of Incorporation with the Delaware Secretary of State if approved by stockholders.

• March 11, 2024: Record date for determining stockholders entitled to notice of, and to vote at, the Annual Meeting.
• March 27, 2024: Mailing date of the Notice and Access to Internet Availability of Proxy Materials.
• May 9, 2024: Date of the Annual Meeting of Stockholders.