UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported) May 31, 2011 (May 26, 2011)

 

HERTZ GLOBAL HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

DELAWARE

(State or other jurisdiction of
incorporation)

 

001-33139

(Commission File Number)

 

20-3530539

(I.R.S. Employer Identification
Number)

 

225 Brae Boulevard

Park Ridge, New Jersey 07656-0713

(Address of principal executive
offices, including zip code)

 

(201) 307-2000

(Registrant’s telephone number,
including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17-CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.07  Submission of Matters to a Vote of Security Holders

 

(a)          On May 26, 2011, the Registrant held the annual meeting of its stockholders.

 

(b)         The final results of voting for each matter submitted to a vote of stockholders at the meeting are set forth below.

 

(i)  The following directors were elected at the meeting and the voting for each director was as follows:

 

Nominee

 

For

 

Withheld

 

Broker Non-Votes

 

Michael J. Durham

 

351,734,758

 

33,991,311

 

11,651,466

 

Mark P. Frissora

 

349,518,934

 

36,207,135

 

11,651,466

 

David H. Wasserman

 

335,538,670

 

50,187,399

 

11,651,466

 

Henry C. Wolf

 

351,857,399

 

33,868,670

 

11,651,466

 

 

(ii) The advisory vote on executive compensation was approved by the following vote:

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

Advisory Vote on Executive Compensation

 

350,637,338

 

34,992,080

 

96,651

 

11,651,466

 

 

(iii)  The advisory vote on the frequency of the advisory vote on executive compensation was as follows:

 

 

 

1 Year

 

2 Years

 

3 Years

 

Abstain

 

Broker
Non-Votes

 

Advisory vote on the frequency of the advisory vote on executive compensation

 

151,829,649

 

29,055

 

233,767,271

 

100,094

 

11,651,466

 

 

(iv) PricewaterhouseCoopers LLP was approved as the Registrant’s independent auditors for the year 2011 by the following vote:

 

 

 

For

 

Against

 

Abstain

 

PricewaterhouseCoopers LLP

 

397,066,654

 

301,884

 

8,997

 

 

(d)         As set forth in (b)(iii) above, a majority of the votes cast by stockholders voted, on an advisory basis, to hold the advisory vote on executive compensation every 3 years.  As such, the Registrant’s Board of Directors has decided that it will hold such advisory vote on executive compensation every 3 years until the next required advisory vote on the frequency of the advisory vote on executive compensation, which will occur no later than the annual meeting of stockholders held in 2017.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

HERTZ GLOBAL HOLDINGS, INC.

 

(Registrant)

 

 

 

 

Date: May 31, 2011

By:

/s/ J. Jeffrey Zimmeman

 

Name:

J. Jeffrey Zimmerman

 

Title:

Senior Vice President, General Counsel & Secretary

 

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