McGrath RentCorp (MGRC) Earnings Call Transcript & Summary

Good afternoon, ladies and gentlemen, and welcome to the Special Meeting of Shareholders of McGrath RentCorp. I would now like to introduce the President and Chief Executive Officer of McGrath, Mr. Joe Hanna.

Good afternoon. It is now 2:00 p.m. Pacific Time and in accordance with this notice of special meeting and accompanying proxy statement, I call the Special Meeting of Shareholders of McGrath to order. I am Joe Hanna, as President and Chief Executive Officer of McGrath, I will chair this meeting. I'd like to welcome all of our shareholders and other guests. This meeting was called to address the re-proposals described in the notice of the special meeting and accompanying proxy statement. In accordance with our amended and restated bylaws, the business transacted at this meeting shall be limited to these 3 proposals that were specified in the notice of the special meeting, the Board of Directors of McGrath unanimously recommends that shareholders vote for each of the 3 proposals. Now I'd like to make a few introductions. First, McGrath Board of Directors who will be joining virtually. Nicolas Anderson, Director, member of the Audit Committee and Compensation Committee; Kimberly Box, Director, Chair of the Compensation Committee and member of the Corporate Governance and Nominating Committee; Smita Conjeevaram, Director, Chair of the Corporate Governance and Nominating Committee and member of the Audit Committee; William Dawson, Director, Chair of the Audit Committee and member of the Compensation Committee; Elizabeth Fetter, Director, member of the Audit Committee and Compensation Committee; Bradley Shuster, Chairman of the Board, member of the Compensation Committee and Corporate Governance and Nominating Committee. Additionally, the following individuals also will be joining virtually. Amy Chen with Morrison Foerster, McGrath's Legal Counsel; Jessica Knott with Grant Thornton, McGrath's auditor. Morrow Sodali has delivered an affidavit of mailing, certifying that notice of this meeting was furnished on June 10, 2024. All shareholders of record as of the close of business on May 31, 2024, are entitled to vote at this meeting. McGrath has appointed Rose Booth from Computershare to act as the Inspector of Election at this meeting and administer an automated system to tabulate votes cast by proxy. Ms. Booth is attending this meeting virtually and has subscribed to an oath of office. Ms. Booth has already checked and tabulated the proxies received prior to this meeting and has informed me that the holders of shares entitled to exercise a majority of the voting power of McGrath entitled to vote at this meeting are present today virtually or by proxy. I, therefore, declare that a quorum is present. Now we will conduct the formal business as set forth in the notice of the special meeting and accompanying proxy statement. The time is now 2:03 p.m. Pacific Time. The polls are now open for voting on all matters to be presented. As described in detail in the notice of the special meeting and accompanying proxy statement, the proposals before the shareholders are as follows: one, a proposal to adopt the agreement and plan of merger dated as of January 28, 2024, by in between McGrath WillScot Mobile Mini Holdings, a Delaware Corporation; Brunello Sub Merger I, Inc., a California Corporation and a direct wholly owned subsidiary of WillScot Mobile Mini; and Brunello Merger Sub II, a Delaware limited liability company and direct wholly owned subsidiary of WillScot Mobile Mini. We refer to this proposal as the Merger Proposal. Two, a proposal to approve a nonbinding advisory proposal to approve the compensation that will or may become payable by McGrath to its named executive officers in connection with the transaction. We refer to this proposal as the Merger-Related Compensation Proposal. Three, a proposal to approve the adjournment of this meeting to another time and place to solicit additional proxies, if necessary or appropriate, if there are insufficient votes to approve the merger proposal. We refer to this proposal as the Adjournment Proposal. I will now allow shareholders to commence voting. Please submit your vote electronically, and I'm going to pause for about 30 seconds. [Voting]

The time is now 2:06 p.m. Pacific Time, and the polls are now closed for voting. I will now announce the results. The results of today's vote are that a majority of the shares have voted for the adoption of the Merger Proposal or the approval of the Merger-Related Compensation Proposal and for the approval of the Adjournment Proposal. The final results on all proposals will be subsequently announced in a current report on Form 8-K filed with the Securities and Exchange Commission. The final results on all proposals will also be filed with the minutes of this meeting. I would like to express my sincere appreciation to our guests, the shareholders who attended this meeting as well as those who submitted their proxies but were not able to be present virtually. It is now 2:07 p.m., and this meeting is now adjourned. Thank you. The special meeting of McGrath has now come to an end. Thank you for attending. You may now disconnect.

Ladies and gentlemen, this concludes today's meeting, and we thank you for your participation. You may now disconnect.