Hertz Global (HTZ) Proxy Filing summary

Executive summary

• 2024 was a challenging year, with a focus on stabilizing the business through a "Back-To-Basics" roadmap emphasizing fleet, revenue, and cost management, and customer satisfaction improvements.

• The company operates globally with 11,200 locations, $9.0B in annual revenue, 560K vehicles, and 26,000 employees.

• Leadership changes included a new CEO and several new executive appointments, with a focus on operational excellence and transformation.

Voting matters and shareholder proposals

• Four director nominees are up for election for three-year terms: Francis S. Blake, Vincent J. Intrieri, Michael Gregory O'Hara, and Thomas Wagner.

• Ratification of Ernst & Young LLP as independent auditor for 2025 is proposed.

• Advisory approval of named executive officer compensation (Say-on-Pay) is on the agenda.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board consists of 11 directors divided into three classes, with a mix of industry, financial, and governance expertise.

• Board leadership roles are separated, with an independent Chair and CEO.

• All standing committees (Audit, Compensation, Governance) are fully independent, and the company does not use controlled company exemptions.

• Regular board and committee evaluations, director education, and stockholder communication channels are in place.