Item 5.07. Submission of Matters to a Vote of Security Holders
On July 11, 2024, McGrath RentCorp (the Company) held a special meeting of shareholders (the Special Meeting) virtually via live
webcast, in connection with the proposed merger (the Merger) with WillScot Mobile Mini Holdings Corp. (WillScot Mobile Mini), as disclosed in the Companys definitive proxy statement filed with the U.S. Securities and
Exchange Commission on June 10, 2024 (the Proxy Statement).
As of May 31, 2024, the record date for the Special Meeting, there were
24,549,833 shares of the Companys common stock outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 18,789,819 shares, or approximately 76.5% of all outstanding shares of the Companys common stock outstanding
and entitled to vote at the Special Meeting, where present via the virtual meeting or represented by proxy. Three matters were voted upon at the Special Meeting, with the Board of Directors of the Company recommending a vote FOR each of
the proposals, as further described in the Proxy Statement.
Proposal No. 1 (the Merger Proposal) was to consider and vote on the
proposal to adopt the Agreement and Plan of Merger, dated as of January 28, 2024 (as may be amended from time to time) (the Merger Agreement), by and among, the Company, WillScot Mobile Mini, Brunello Merger Sub I, Inc., a
California corporation and directly wholly owned subsidiary of WillScot Mobile Mini, and Brunello Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of WillScot Mobile Mini.
Proposal No. 2 (the Compensation Proposal) was to consider and vote on the proposal to approve a
non-binding, advisory proposal to approve compensation that will or may become payable by the Company to its named executive officers in connection with the Merger.
Proposal No. 3 (the Adjournment Proposal) was to consider and vote on the proposal to adjourn the Special Meeting to a later date or dates as
provided in the Merger Agreement, if necessary or appropriate, including to solicit additional votes if there were insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.
The Merger Proposal, the Compensation Proposal and the Adjournment Proposal were approved; however, because the Merger Proposal was approved, the Adjournment
Proposal was not necessary. The table below shows the final voting results from the Special Meeting.
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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Proposal 1 The Merger Proposal |
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18,070,204 |
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688,517 |
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31,098 |
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0 |
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Proposal 2 The Compensation Proposal |
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17,619,184 |
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954,606 |
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216,029 |
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0 |
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Proposal 3 The Adjournment Proposal |
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17,408,251 |
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1,310,483 |
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71,085 |
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0 |
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The approval of the Merger Proposal satisfies the shareholder vote condition to the consummation of the Merger under the
Merger Agreement.
Approval of the Merger-Related Compensation Proposal is not a condition to completion of the Merger, and the vote with respect to such
proposal was advisory only and will not be binding on the Company or WillScot Mobile Mini.