McGrath RentCorp (MGRC) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 3, 2026, with shareholders voting on key proposals including director elections, an amended stock incentive plan, auditor ratification, and executive compensation approval.

• Shareholders can vote online, by phone, or by mail, and must register in advance to attend the virtual meeting.

• The record date for voting eligibility is April 16, 2026, with 24,561,770 shares outstanding.

Voting matters and shareholder proposals

• Seven directors are up for election to serve until the 2027 annual meeting.

• Proposal to amend and restate the 2016 Stock Incentive Plan as the 2026 Plan, increasing authorized shares by 576,108, setting new award limits, and extending the plan for ten years.

• Ratification of Grant Thornton LLP as independent auditors for 2026.

• Advisory vote on executive compensation (say-on-pay).

• Shareholder proposals for the 2027 meeting must be submitted by December 24, 2026.

Board of directors and corporate governance

• The board consists of seven directors, five of whom are independent.

• Leadership structure separates the CEO and Chairman roles.

• Board succession planning and diversity are emphasized, with recent additions and retirements.

• Annual board and committee self-assessments are conducted.

• No shareholder rights plan or supermajority voting provisions are in place.