McGrath RentCorp 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 6, 2012
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2012 Annual Meeting of Shareholders (the Annual Meeting) of McGrath RentCorp (the Company), held on June 6, 2012, the following proposals were voted on by the Companys shareholders, as set forth below.
The Companys shareholders (i) elected each of the director nominees, (ii) ratified the appointment of Grant Thornton LLP as the Companys independent registered public accounting firm for the Companys fiscal year ending December 31, 2012, (iii) voted for the approval on a non-binding, advisory basis of the compensation of the Companys named executive officers, and (iv) voted for the approval of an amended and restated 2007 Stock Incentive Plan.
Proposal 1. Election of Directors.
Proposal 2. Ratification of the appointment of Grant Thornton LLP as the Companys independent registered public accounting firm for the Companys fiscal year ending December 31, 2012.
Proposal 3. Non-binding, advisory vote on the compensation of the Companys named executive officers.
Proposal 4. Approve an amended and restated 2007 Stock Incentive Plan (the 2007 Plan) to: (i) increase the number of authorized shares of the Companys Common Stock issuable under the 2007 Plan by 1,500,000 shares; (ii) approve the Internal Revenue Code Section 162(m) performance criteria and award limits; (iii) permit the use of shares withheld to satisfy tax obligations for future issuance under the 2007 Plan; (iv) extend the plan term by ten years from the date of shareholder approval; and (v) make other non-substantive changes.
With respect to Proposal 1, we note that approximately 23.4 percent of shareholders voted WITHHOLD for Robert P. McGrath. The Company believes that these votes were likely cast as a result of, and in accordance with, a report by Institutional Shareholder Services (ISS), which included a recommendation of a WITHHOLD vote for Mr. McGrath. This recommendation was based on ISSs determination that Mr. McGrath was an affiliated outside director because he is the founder of the Company and formerly served as the Companys Chief Executive Officer until March 2003. It is ISSs policy that affiliated outsiders should not serve on the Companys independent board committees. The Board of Directors has determined that Mr. McGrath is independent as defined in the listing standards of the NASDAQ Stock Market and the regulations of the SEC. The Company believes that Mr. McGrath contributes significant value as a member of the Audit and Corporate Governance and Nominating Committees and is unbiased in carrying out his responsibilities as a committee member.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 12, 2012