Item 5.02 Election of Director; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On January 4, 2021, the board of directors (the "Board") of McGrath RentCorp
(the "Company") appointed Smita Conjeevaram as a member of the Company's Board
to serve until the 2021 annual meeting of shareholders and such time as her
successor is duly elected and qualified. Annually, Ms. Conjeevaram will receive
an annual cash retainer for Board services of $65,000 and will be granted
restricted stock units with a fair market value of $120,000, consistent with the
compensation paid to other members of the Board. Ms. Conjeevaram will receive a
prorated portion of the equity compensation for the portion of the director
compensation year she will serve prior to the annual non-employee director
equity grant is paid for 2021. Ms. Conjeevaram was appointed to fill a vacancy
created by the Board's decision to increase the size of the Board to nine
members as discussed within Item 5.03 of this Current Report on Form 8-K.
Ms. Conjeevaram previously served as Chief Financial Officer at various
companies. Most recently, she served as Chief Financial Officer-Credit Hedge
Funds & Deputy Chief Financial Officer-Credit Funds for Fortress Investment
Group, LLC from 2010-2013. She also previously served as Chief Financial Officer
for Everquest Financial, LLC, for Strategic Value Partners, LLC, for ESL
Investments, Inc., and for Sentinel Advisors, LLC. She is a CPA and previously
worked at Price Waterhouse as Manager, International Tax - Financial Services
Group and at Ernst & Young as Senior, General Tax.
An experienced independent director and audit committee member, Ms. Conjeevaram
serves on the board of SS&C Technologies (NASDAQ: SSNC), a fintech company. Ms.
Conjeevaram has a B.S., Accounting and Business Administration, Magna Cum Laude,
from Butler University, Indianapolis, Indiana and a B.A. Economics from Ethiraj
College, Madras, India.
The Company intends to enter into its standard director indemnification
agreement with Ms. Conjeevaram, the form of which was filed as Exhibit 10.3 to
the Company's Annual Report on Form 10-K for the year ended December 31, 2001
that was filed with the U.S. Securities and Exchange Commission on March 18,
2002.
There is no arrangement or understanding between Ms. Conjeevaram and any other
person pursuant to which Ms. Conjeevaram was selected as a director.
Ms. Conjeevaram does not have any direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective as of January 4, 2021 the Board approved the amendment and restatement
of the bylaws of the Company (the "A&R Bylaws"). The sole modification in the
A&R Bylaws is to amend Section 3.1 of the A&R Bylaws to allow the Board to
determine, by Board action without further amendment of the A&R Bylaws, to set
the exact number of directors on the Board between five and nine.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.1 Amended and Restated Bylaws, effective as of January 4, 2021 .
99.1 Press Release, dated January 5, 2021 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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