01—Abstract
Summary
Summary of the 8-K filed February 6, 2009. Cited figures are marked; the original filing is the authoritative source.
United Rentals, Inc. (URI) filed an 8-K report on February 5, 2009, to announce a change in its executive legal team.
Effective February 18, 2009, Jonathan M. Gottsegen will assume the role of Senior Vice President, General Counsel, and Corporate Secretary. This appointment coincides with the departure of Roger E.
Schwed from his positions as Executive Vice President and General Counsel, effective February 17, 2009. The company has entered into a Separation Agreement with Mr. Schwed, outlining his transition and post-employment compensation.
Investors should note the details of Mr. Schwed's severance package, which includes continued base salary during a transition period, severance benefits equivalent to 190%a of his base salary paid over one year (with a delay due to Section 409A of the Internal Revenue Code), a lump sum payment in lieu of bonuses, vesting of certain restricted stock units, and COBRA payment assistance. Additionally, Mr. Schwed will serve as a consultant to the company for six months following his departure, receiving a fixed consulting fee.
02—Key points
Key Highlights
- Appointment of Jonathan M. Gottsegen as Senior Vice President, General Counsel, and Corporate Secretary, effective February 18, 2009.
- Departure of Roger E. Schwed from his roles as Executive Vice President and General Counsel, effective February 17, 2009.
- United Rentals entered into a Separation Agreement and General Release with Mr. Schwed.
- Mr. Schwed will receive continued base salary through March 31, 2009, as part of his transition.
- Severance benefits for Mr. Schwed include 190% of base salary over one year, with a Section 409A-related delay.
- Mr. Schwed will receive a $180,000 lump sum payment in lieu of 2008 and 2009 bonuses.
- Mr. Schwed will serve as a paid consultant for six months following his employment termination.
03—Questions
Frequently Asked Questions
What is the main reason for this 8-K filing?
This 8-K filing is primarily to report a change in executive leadership within the legal department. Jonathan M. Gottsegen is appointed as the new Senior Vice President, General Counsel, and Corporate Secretary, while Roger E. Schwed steps down from his role as General Counsel.
What are the terms of Roger E. Schwed's separation from the company?
Mr. Schwed will continue to receive his base salary until March 31, 2009. He is also entitled to significant severance benefits, including 190% of his base salary over one year (subject to a delay due to tax regulations), a $180,000 bonus in lieu of 2008/2009 bonuses, accelerated vesting of some stock units, and COBRA continuation payments for up to 12 months. He will also serve as a consultant for six months.
Will Mr. Schwed continue to have any involvement with United Rentals?
Yes, following his termination of employment, Mr. Schwed is contracted to serve as a consultant to the Company for a period of six months. He will provide services related to legal matters and other areas consistent with his prior role, for which he will receive $150,000.
Are there any implications for shareholders regarding these executive changes?
This filing is primarily an operational announcement regarding executive transitions. The financial impact for shareholders would be related to the costs associated with Mr. Schwed's separation package and consulting agreement. While these are disclosed, they are standard for executive departures and unlikely to have a material impact on the company's overall financial performance or stock valuation in isolation, but they do represent a cost for the company.
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