Hertz Global Holdings, Inc. (HTZ) Earnings Call Transcript & Summary

Good day, and welcome to the 2020 Annual Meeting of Stockholders of Hertz Global Holdings, Inc.

Good morning, and welcome to the 2020 Annual Meeting of Stockholders of Hertz Global Holdings, Inc. I am Henry Keizer, the independent non-executive Chairman of the Board of Directors, and it is my pleasure to welcome you to today's meeting. Thank you for attending. Due to the coronavirus epidemic, we decided to virtually host our annual meeting. This virtual meeting allows us to be more inclusive and reach a greater number of our stockholders while maintaining the health and well-being of our stockholders, employees and directors. I now call the meeting to order. I will act as Chair of the meeting; and David Galainena, our Executive Vice President and General Counsel, will act as Secretary. Before getting to the substance of today's meeting, I would like to make some introductions. First, I would like to introduce the other members of the Board of Directors. They are David Barnes, Sung Cho, Vincent Intrieri, Kathryn Marinello, Ann Mukherjee, Daniel Ninivaggi and Kevin Sheehan. I would also like to introduce Jamere Jackson, Executive Vice President and Chief Financial Officer of Hertz; Michael Brennan, the lead partner at Ernst & Young LLP on the Hertz Worldwide Audit Engagement; and Michael Barbera of First Coast Results, Inc. who is our inspector of elections. Michael has duly taken his oath as inspector for today's meeting. With that, I have a few brief procedural items to address. First, the meeting's agenda and the rules of procedure are available in the web portal. Second, if any stockholder has yet to vote, you may vote in the web portal. Third, we will take questions only on matters to be voted on at today's meeting. The question-and-answer session will be held before voting is closed. Fourth, please note that this meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording device. Now I would like to turn the meeting over to Mr. Galainena, our Secretary.

Thank you, Henry, and good morning. The Notice of Internet Availability of Proxy Materials was mailed on or about March 27, 2020, to all stockholders of record as of the close of business on March 13, 2020. We have a record of stockholders as of that date and a duplicative record has been on file at our corporate headquarters for the last 10 days and has been available for inspection by any stockholder during that period. I now present the affidavit of distribution of the Notice of Internet Availability of Proxy Materials. Thus, this meeting is being held pursuant to proper notice. I've also been informed by the inspector that proxies representing a majority of the company's outstanding and issued shares of common stock eligible to vote have been received. Thus, a quorum is present and the meeting is duly constituted and may proceed.

Thank you, Dave. The Secretary's Quorum report is accepted. I direct that the affidavit of distribution may be made part of the minutes of today's meeting. We may now transact the business of the meeting. The first item of business is the election of directors. 8 directors will be elected at today's meeting. Directors are elected by a majority of the votes validly cast. Thus, a director will be elected only if the number of For votes exceeds the number of Against votes for such director. The elected directors will hold office until the 2021 annual meeting and until his or her successor is duly elected and qualified. Each director's respective background and experience are described in our proxy statement. The following persons have been properly nominated for reelection to the Board: Henry Keizer, David Barnes, Sung Cho, Vincent Intrieri, Kathryn Marinello, Ann Mukherjee, Daniel Ninivaggi and Kevin Sheehan. Our bylaws require that any stockholder wishing to nominate a director provide advance notice of their intention to do so. No such advance notice was received. Because no such notice was received, I declare the director nominations closed. The second item of business is the ratification of the appointment of Ernst & Young LLP as the company's independent registered certified public accounting firm for 2020. Information regarding Ernst & Young's engagement with Hertz is contained in the proxy statement. The affirmative vote of a majority of shares entitled to vote and at this meeting is required to approve this proposal. The final item of business is the approval of the advisory vote on executive compensation. The information about this advisory vote and its effect are in the proxy statement. The affirmative vote of a majority of shares entitled to vote and represented at this meeting is required to approve this proposal. If any Director or -- I'm sorry, if any stockholder would like to ask a question regarding any of the proposals, please submit your question through the web portal. We will review the questions and answer them in the order received. Dave, are there any questions relating to the proposals?

Henry, there are no questions related to the proposals at hand today, and you may proceed.

Thank you. Because we have no questions and no further business is scheduled and because our bylaws require advance notice for any other stockholder proposals to be properly brought before this meeting, I declare the polls open at this time. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote, do not need to take any further action. [Voting]

I now declare the polls closed at 10:37 a.m. Eastern Time and direct the inspector to tabulate the proxies and the ballots.

I've been advised by the inspector that each of the nominees for Director has received a majority of the votes cast at this meeting in favor of reelection. In addition, the inspector has advised me that we've received the required number of votes for the approval of the 2 other items of business on the agenda for this meeting. The inspector will provide me with a written report of the final vote count for each matter, which will be included in the minutes of today's meeting. We will also release the final vote count through filing a Form 8-K within 4 business days.

Thank you, Dave. There being no further business, I hereby declare the 2020 annual meeting of Stockholders adjourned. Ladies and gentlemen, I want to thank all of you for attending today's meeting and for your continued support of Hertz Global Holdings. Thank you.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.