01—Abstract
Summary
Summary of the 8-K filed August 11, 2021. Cited figures are marked; the original filing is the authoritative source.
United Rentals, Inc. (URI) announced a change to its Board of Directors through an 8-K filing on August 11, 2021.
The company has increased the size of its Board from eleven to twelve directors and appointed Larry Dean DeShon as an independent director to fill the new vacancy. This strategic expansion of the board signals a potential focus on governance and oversight as the company navigates its growth trajectory. Mr. DeShon's appointment comes with a compensation package that includes an annual retainer fee of $120,000,a an annual equity grant valued at $150,000 in restricted stock units (pro-rated for 2021), and eligibility for a medical benefits program and the Deferred Compensation Plan for Directors.
The company has also entered into a standard indemnification agreement with Mr. DeShon. This appointment is effective August 11, 2021, and investors should note that board committee assignments for Mr. DeShon will be determined at a later date.
02—Key points
Key Highlights
- United Rentals, Inc. expanded its Board of Directors from 11 to 12 members.
- Larry Dean DeShon was appointed as an independent director, effective August 11, 2021.
- Mr. DeShon will receive an annual retainer of $120,000 for his director services.
- An annual equity grant of $150,000 in restricted stock units (pro-rated for 2021) will be awarded to Mr. DeShon.
- Mr. DeShon is eligible for the company's medical benefits program and Deferred Compensation Plan for Directors.
- No prior arrangements or disclosable transactions under Regulation S-K Item 404(a) were noted for Mr. DeShon's appointment.
- The filing includes a press release (Exhibit 99.1) announcing Mr. DeShon's appointment, furnished under Regulation FD.
03—Questions
Frequently Asked Questions
Why has United Rentals increased the size of its Board of Directors?
The company increased the board size to accommodate the appointment of a new independent director, Larry Dean DeShon, filling a newly created vacancy. While the specific strategic reasons are not detailed, board expansions often occur to enhance governance, bring in diverse expertise, or prepare for future growth and oversight needs.
What is the compensation for the new director?
Mr. DeShon will receive an annual retainer of $120,000 for his service as a director. Additionally, he will receive an annual equity grant valued at $150,000 in fully vested restricted stock units, which will be pro-rated for his initial year in 2021. He is also eligible for the company's medical benefits program and Deferred Compensation Plan for Directors.
Are there any special conditions or relationships associated with Mr. DeShon's appointment?
According to the filing, there are no arrangements or understandings between Mr. DeShon and any other persons regarding his selection as a director. Furthermore, there are no transactions involving Mr. DeShon that require disclosure under Item 404(a) of Regulation S-K, indicating he is an independent director with no disclosed conflicts or prior dealings with the company that need to be reported.
When will Mr. DeShon's board committee assignments be decided?
The filing states that board committee appointments for Mr. DeShon will be decided at a future date. Investors will likely see this information in subsequent filings or company communications.
04—Continue