Sunbelt Rentals Holdings (SUNB) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on September 1, 2026, with voting on director elections, executive compensation, advisory vote frequency, and auditor ratification.

• Fiscal 2026 saw record revenue of $11.15 billion, 3.4% rental revenue growth, $1.33 billion net income, and $4.68 billion adjusted EBITDA.

• The company completed a redomiciliation and U.S. listing, with shares now trading on the NYSE and LSE.

• Major investments included 51 greenfield openings, 24 bolt-on locations, and the acquisition of Reliant Asset Management.

• $1.88 billion was returned to shareholders via buybacks and dividends, with net leverage at 1.6x.

Voting matters and shareholder proposals

• Shareholders will vote on electing ten directors, approving executive compensation, setting the frequency of say-on-pay votes, and ratifying PwC as auditor.

• The board recommends voting FOR all director nominees, FOR executive compensation, 1 YEAR for say-on-pay frequency, and FOR auditor ratification.

Board of directors and corporate governance

• 90% of director nominees are independent; the board has an independent chair.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• Annual board and committee self-evaluations are conducted, and directors are expected to attend annual meetings.

• Stockholders can recommend director candidates, and the board seeks a diverse mix of skills and backgrounds.