false000133960500013396052024-05-162024-05-16

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 16, 2024

H&E Equipment Services, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 000-51759

Delaware

81-0553291

(State or other jurisdiction of

(IRS Employer

incorporation)

Identification No.)

7500 Pecue Lane

Baton Rouge, LA 70809

(Address of principal executive offices, including zip code)

(225) 298-5200

(Registrant’s telephone number, including area code)

 

Not Applicable

(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:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $0.01 per share

HEES

Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.07

Submission of Matters to a Vote of Security Holders

The 2024 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) was held on May 16, 2024. Matters submitted to the stockholders and voted upon at the meeting, which are more fully described in the Company’s Proxy Statement and Additional Proxy Materials, which were filed with the Securities and Exchange Commission on April 2, 2024, respectively, were (1) the election of eleven directors; (2) the ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2024; (3) a non-binding advisory vote on Named Executive Officer compensation as disclosed in the Proxy Statement; and (4) approval of the Company’s Amended and Restated 2016 Stock-Based Incentive Compensation Plan.

Each of the director nominees set forth below was elected to hold office until his or her respective successor is duly elected and qualified or until his or her death, resignation or removal. Stockholders ratified the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2024. Stockholders, in non-binding advisory votes, approved the compensation of the Company’s Named Executive Officers as disclosed in the Company’s Proxy Statement. Stockholders approved the Company’s Amended and Restated 2016 Stock-Based Incentive Compensation Plan.

The table below shows the votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, as to each proposal, including a separate tabulation with respect to each nominee for director. There were no broker non-votes for the proposal regarding the ratification of the accounting firm.

(1)
Election of directors.

For

Withheld

Broker Non-Votes

John M. Engquist

28,573,093

 

529,117

4,473,325

Bradley W. Barber

28,799,456

 

302,754

4,473,325

Paul N. Arnold

28,428,535

 

673,675

4,473,325

Gary W. Bagley

28,552,194

 

550,016

4,473,325

Bruce C. Bruckmann

26,905,849

 

2,196,361

4,473,325

Patrick L. Edsell

28,586,793

 

515,417

4,473,325

Thomas J. Galligan III

28,411,164

 

691,046

4,473,325

Lawrence C. Karlson

27,986,722

 

1,115,488

4,473,325

Jacob Thomas

 

28,594,331

 

507,879

 

4,473,325

Mary P. Thompson

 

25,800,228

 

3,301,982

 

4,473,325

Suzanne H. Wood

 

28,906,571

 

195,639

 

4,473,325
(2)
Ratification of Appointment of BDO USA, P.C. as independent registered public accounting firm for the year ending December 31, 2024.

For

Against

Abstain

33,172,976

 

324,730

 

77,829
(3)
Advisory vote on Named Executive Officer compensation as disclosed in the Proxy Statement.

For

Against

Abstain

Broker Non-Votes

27,269,933

 

1,671,048

 

161,229

 

4,473,325
(4)
Approval of the Company’s Amended and Restated 2016 Stock-Based Incentive Compensation Plan.

For

Against

Abstain

Broker Non-Votes

27,880,148

 

1,059,618

 

162,444

 

4,473,325

 

 

 

SIGNATURES

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: May 20, 2024

 

By:

/s/ Leslie S. Magee

 

 

 

Leslie S. Magee

Chief Financial Officer and Secretary

 

 

 

 

 

 

 

 

 

v3.24.1.1.u2
Document and Entity Information
May 16, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 16, 2024
Entity Registrant Name H&E Equipment Services, Inc.
Entity Central Index Key 0001339605
Entity Emerging Growth Company false
Securities Act File Number 000-51759
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 81-0553291
Entity Address, Address Line One 7500 Pecue Lane
Entity Address, City or Town Baton Rouge
Entity Address, State or Province LA
Entity Address, Postal Zip Code 70809
City Area Code 225
Local Phone Number 298-5200
Entity Information, Former Legal or Registered Name Not Applicable
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol HEES
Security Exchange Name NASDAQ
H and E Equipment Services (NASDAQ:HEES)
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