United Rentals (URI) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 8, 2025, with voting on four key proposals: election of 10 directors, ratification of Ernst & Young LLP as auditor, advisory approval of executive compensation, and a shareholder proposal to lower the threshold for written consent requests.

• 2024 saw record revenue ($15.3B), rental revenue growth (8% to $13.0B), and strong free cash flow ($2.1B), with $1.9B returned to shareholders via buybacks and dividends.

• The company increased its quarterly dividend by 10% in January 2025 and resumed share repurchases after terminating a planned acquisition.

• Strategic achievements included strong safety performance, high employee retention, and national recognition for workplace culture.

Voting matters and shareholder proposals

• Proposals include: electing 10 directors, ratifying EY as auditor, advisory say-on-pay, and a shareholder proposal to lower the written consent threshold from 15% to 10%.

• The board recommends voting for all nominees, auditor ratification, and executive compensation, but against the shareholder proposal, citing risk of abuse and recent shareholder support for the current 15% threshold.

Board of directors and corporate governance

• The board will have 10 members post-meeting, with 8 of 10 nominees independent.

• Gracia Martore will become Lead Independent Director after the meeting.

• Board refreshment is ongoing, with nine new directors since 2017 and an average tenure of six years.

• Board committees are fully independent, and governance practices include annual director elections, proxy access, and no poison pill.

• The board and committees conduct annual self-evaluations, and new directors undergo a comprehensive orientation.