United Rentals (URI) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 8, 2026, with voting on four key proposals, including director elections, auditor ratification, executive compensation, and a shareholder proposal on director resignation policy.

• Proxy materials are distributed electronically to reduce costs and environmental impact, with multiple voting methods available for shareholders.

• The company achieved record revenue and adjusted EBITDA in 2025, with $16.1 billion in total revenue and $7.3 billion in adjusted EBITDA.

• Approximately $2.4 billion was returned to shareholders in 2025 through share repurchases and dividends.

Voting matters and shareholder proposals

• Proposal 1: Election of 11 directors, with 9 of 11 nominees independent; Board recommends FOR.

• Proposal 2: Ratification of Ernst & Young LLP as independent auditor for 2026; Board recommends FOR.

• Proposal 3: Advisory approval of executive compensation; Board recommends FOR.

• Proposal 4: Shareholder proposal requiring directors who fail to obtain a majority vote to leave the board within 9 months; Board recommends AGAINST, citing existing resignation policy.

Board of directors and corporate governance

• Board leadership is separated between a non-executive Chair, Lead Independent Director, and CEO.

• Board refreshment is ongoing, with an average director tenure of six years and recent additions to enhance diversity and skills.

• All required committees (Audit, Compensation, Nominating & Governance, Strategy) are fully independent.

• Annual board and committee evaluations are conducted, often with third-party facilitation.

• Stockholder rights include annual director elections by majority vote, proxy access, right to call special meetings, and no poison pill.