Herc (HRI) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 14, 2026, with voting on director elections, executive compensation, and auditor ratification.

• Equipment rental revenue rose 18% to $3.8 billion in 2025, driven by organic growth and the H&E Equipment Services acquisition.

• Adjusted EBITDA increased 15% to $1.8 billion, with REBITDA margin impacted by acquisition-related costs.

• The company operates 605 locations across North America and continues to focus on growth, diversification, and sustainability.

Voting matters and shareholder proposals

• Shareholders will vote on electing 8 directors, a non-binding advisory vote on executive compensation, and ratification of PricewaterhouseCoopers LLP as auditor for 2026.

• Board recommends voting FOR all director nominees and FOR Proposals 2 and 3.

• Shareholder proposals for the 2027 annual meeting must be submitted by November 27, 2026.

Board of directors and corporate governance

• 7 of 8 director nominees are independent; annual election of directors and majority voting standard in place.

• Board committees include Audit, Compensation, and Nominating and Governance, each with defined charters and responsibilities.

• Board diversity is emphasized, considering a broad range of experiences, backgrounds, and perspectives.

• Directors are subject to stock ownership guidelines and a retirement age policy.

• Board and committee attendance was 100% in 2025.