Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
EffectiveAugust 11, 2021 , the Board of Directors (the "Board") ofUnited Rentals, Inc. (the "Company") approved increasing the size of the Board from eleven (11) directors to twelve (12) directors and appointingLarry Dean DeShon as an independent director of the Company to fill the vacancy. As compensation for his service on the Board,Mr. De Shon will receive (i) annual retainer fees of$120,000 for serving as director; and (ii) an annual equity grant of$150,000 (which will be pro-rated for 2021, his initial year of appointment) in fully vested restricted stock units, generally to be paid after three years (subject to acceleration in certain circumstances).Mr. De Shon also will be eligible to participate in a medical benefits program (comparable to that offered to our employees), at his own cost, and in the Company's Deferred Compensation Plan for Directors, under which our non-employee directors may elect to defer receipt of the fees that would otherwise be payable to them. In accordance with the Company's customary practice, the Company entered into an indemnification agreement withMr. De Shon substantially in the form filed as Exhibit 10(a) to the Company's Form 10-Q filed onOctober 15, 2014 . Board committee appointments will be decided at a future date. There are no arrangements or understandings betweenMr. De Shon and any other persons pursuant to which he was selected as a director, and there are no transactions involvingMr. De Shon that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
A copy of the press release issued by the Company onAugust 11, 2021 , which announces the appointment ofMr. De Shon , is attached hereto as Exhibit 99.1. The copy of the Company's press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release ofUnited Rentals, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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