Welcome to the United Rentals twenty twenty one stockholder meeting. Speaking for the company is Michael Neland, Chairman of the Board. Please go ahead.
Good morning. I'm Michael Neehlen, chairman of the board of directors of United Rentals, and I hereby call this meeting to order. Welcome to our twenty twenty one annual meeting of stockholders. Given the need for ongoing safety measures during COVID-nineteen, we're using a virtual format again for this year's annual meeting. The agenda will follow the same format as in the past with our in person meetings.
Before I begin, I wanna acknowledge the more than 18,000 employees who are the lifeblood of United Rentals. Throughout 2020 and now in 2021, our employees have continued to provide critical support to our customers and communities. They work productivity and they work safely and they make a great care of each other, take great care of each other. And so on behalf of our leadership and board, I want to thank the team united for doing an exceptional job under difficult circumstances. You have our deep appreciation.
Now moving on to the agenda. First, we'll conduct the formal business portion of the meeting. Next, our President and CEO, Matt Flattery, will provide a brief business update followed by a general question and answer session. I will chair the meeting and Joly Gross, the company's general counsel and corporate secretary will serve as secretary. You'll find the agenda on the portal welcome screen and the rules of conduct that are at the bottom right under meeting materials.
The polls for each matter will be voted on at the twenty twenty one United Rentals Annual Meeting of Stockholders, and we are now open as of 09:02 a. M. Eastern Standard Time on 05/06/2021. And to place your vote, click on the voting button on the web portal and follow the instructions. You can vote until the polls are officially closed later in the meeting.
At this time, I would like to acknowledge the board members who are joining us virtually today. In addition to Matt Flattery, our directors are Jose Alvarez, Mark Bruno, Bobby Griffin, Kim Harris Jones, Terry Kelly, Gracia Latour, Filippo Pasarini, Don Rueh and Shiv Singh. I also want to acknowledge Carrie Marshall and Steve Kahutic, who are with us today from Ernst and Young, our independent auditors. And finally, we have Kathryn Lien, a representative of Broadridge Financial Solutions, who has been designated to act as Inspector of Elections. Thank you, Kathryn, for joining us.
As of 03/09/2021, the record of date, the total number of issued and outstanding shares of common stock of the company entitled to vote at this meeting was 72,330,146 shares. Now under our bylaws, the holders of the majority of shares entitled to vote constitutes a quorum. The inspector has determined that based on the number of shares represented at this meeting, a quorum is present. Therefore, this meeting is fully constituted. As you will see from our proxy statement, there are four proposals to be voted on by stockholders.
These will also appear on the meeting agenda. They are proposal number one, the election of 11 directors proposal number two, ratification of the appointment of Ernest and Young, our independent registered public accounting firm and proposal number three, an advisory vote on executive compensation and proposal number four, the stockholder proposal to improve shareholder written consent, if such proposal is properly presented at this meeting. A question and comment period limited to these proposals will follow the presentation of the agenda items. After the question and comment period ends, there will be a voting on all agenda matters. If there's any questions that are unrelated to the agenda, please hold them for the general question and answer session later on.
The first proposal of the election of the Board of eleven directors, as more fully described in proposal one, the nominees named the proxy are Jose Alvarez, Mark Bruno, Matthew Flattery, Bobby Griffin, Tim Harris Jones, Terry Kelly, Michael Nealon, Gracie Mator, Filippo Pastorini, Don Rueh, and Shiv Singh. Any other nominations for directors were required to have been submitted in proper written form on a timely basis to the secretary as more fully described in our bylaws. And having received no other nominations, the nomination process is closed. Under our bylaws, all of our directors are elected for a period of one year by a majority of votes cast. The next proposal is to ratify the appointment of Ernest Young, our independent registered public accounting firm, for the fiscal year ending 12/31/2021.
Our audit committee, which is comprised of independent directors, is charged with the responsibility under its charter, has reappointed Ernest and Young subject to stockholder ratification. Our board, upon the recommendation of the Audit Committee, recommends that you vote for this proposal. The next proposal is an advisory vote on the executive compensation. At our twenty seventeen annual meeting, our stockholders voted in favor of holding an advisory vote on executive compensation every year. Accordingly, we are holding an advisory vote on the compensation of the company's named executive office this year.
Our board recommends that you vote for this proposal. The final proposal is to consider a stockholder proposal to improve shareholder written consent if properly presented. Our Board recommends you vote against this proposal. Pursuant to the rules of conduct, the shareholder proponent or his qualified representative will have three minutes to present proposal four. Operator, if the stockholder proponent or his qualified representative has dialed in to present the proposal, will you please open that line now?
Hi there. Good morning. Can I be heard?
You can.
Okay. Proposal number four, improve shareholder written consent. Shareholders request that our board of directors take the steps necessary to enable 10% of shares to request a record date to initiate written consent. If you have voted against this proposal, please consider changing your vote before the polls close in a few minutes. Currently, it takes the formal backing of one third of all shares that normally cast ballots at the annual meeting to do so.
Little ask for a record date for written consent. Plus any action taken by written consent would still need 65% approval from the shares that normally cast ballots at the annual meeting. This 65% vote requirement gives overwhelmingly super majority protection to management that will remain unchanged. Enabling 10% of shares to apply for a record date for written consent is reasonable because scores of companies do not even require 01% of stock ownership to do so little as request a record date. This proposal topic just won majority support at BorgWarner.
Our current version of written consent is useless and would not be used by any group of shareholders in their right mind. Why would any group owning 25% of shares decide to do so little as to ask management to look at a calendar and name at date for written consent when the same group of shareholders could compel management to hold a special meeting on a topic of their choosing. This proposal will convert our current useless right to act by written consent into a useful right to help us hold management accountable. Taking action by written consent is a means shareholders can use to raise important matters outside the normal annual meeting cycle like the election of a new director. For instance, shareholders might determine that a poorly performing director is in need of replacement.
Mr. Bobby Griffin, lead director, received the most negative votes at our twenty twenty annual meeting. Mr. Griffin received more negative votes than even the executive pay of United Rentals Management. Now more than ever, shareholders need a more viable option to take action outside of a shareholder meeting since online shareholder meetings are a shareholder engagement and a management transparency wasteland.
With the near universal use of online annual shareholder meetings, which can be only ten minutes of stilted formalities, shareholders no longer have the right for engagement with other shareholders, management and directors at a shareholder meeting. Management promotes the fallacy that shareholders should be distracted from improving our corporate governance with this proposal simply because we are some good existing governance practices. We have some good existing governance practices similar to most other companies. Please vote yes. Proposal four, improve shareholder written consent, John Chavezin.
Thank you very much for your time.
Well, that completes the presentation of the agenda items. The floor is now open for questions related to the proposals. If any stockholder would like to ask a question regarding any of the proposals, please submit your question to the web portal. Joe Lee will read any question aloud and ask the appropriate company representative to answer it. I will pause for a moment as the team reviews any questions that may have come in.
Michael, we have not received Oh,
sorry. Go ahead.
I was gonna say, there any stockholder questions for the proposals?
No. We have not received any questions related to the proposal.
Okay. If there are no additional questions on the proposals, we will proceed with voting. Please vote and you must have signed in as a stockholder with a valid control number to vote during the meeting. Any person signed in as a stockholder who hasn't yet voted or who wishes to change their vote may do so now. Click on the voting button on the web portal and follow the instructions on the screen.
Stockholders who are sent in proxies or voted via telephone or online and do not want to change their vote, you do not need to take any further action. Now that everyone has had the opportunity to vote, I declare the polls for the twenty twenty one United Rentals Annual Meeting of Stockholders closed as of 09:13 Eastern Standard Time, 05/06/2021. I will now ask Jolie to report the preliminary voting results. Jolie?
Thank you, Michael. Based on the preliminary results reported by the inspector of elections, it appears that the stockholders have voted to elect by a majority of votes cast each of the 11 director nominees named in the proxy statement to hold office until the twenty twenty two annual meeting and until his or her successor is duly elected and qualified. It appears that the stockholders have voted to ratify the appointment of Ernst and Young as the company's independent registered public accounting firm. It appears that the stockholders have voted to approve the executive compensation of the company's named executive officers. And finally, it appears that the stockholders have voted against the stockholder proposal to improve shareholder written consent.
Thank you, Chole. The results reported today are preliminary. The final tally remains subject to verification and will be provided by the company in a Form eight ks that will be filed with the SEC within four business days. With the formal portion of our annual meeting concluded, I declare the meeting adjourned, and we would like to now proceed with an update for Matt, followed by a general question and answer. Matt?
Thank you, Michael, and good morning, everyone. Nothing about 2020 was business as usual, but we executed well in a difficult year, drawing on the disciplines we've engineered into our business for more than a decade. We managed through the turmoil by taking a balanced short term and long term view.
Each
time action, we considered all the implications of that decision. We wanted to avoid acting in ways that could impact our long term earnings power or slow us down in the recovery. Now we're in the up cycle. And our strategy of keeping the key in the ignition on service capacity has turned out to be the right decision. Demand is continuing to recover.
And while visibility is still imperfect, the current trends in our end markets are decidedly encouraging. Earlier, Michael expressed how much we appreciate our employees. I'd like to add that we deeply admire them as well. The silver lining to 2020 was that it showed us how resilient we are as a company and how purposeful our people can be in the face of challenges. I'm very proud of the team for that.
Now I'll hand the meeting back to Michael, and we'll take your questions.
Well, thank you, Matt. We will now proceed to the general question and answer session. Any stockholder who wishes to ask a question should do so by submitting it through the web portal. JoLee will read any question aloud and ask the appropriate company representative to answer it. Please note that we will attempt to answer as many questions as time allows and only questions that germane to today's meeting.
So I'll pause for a moment as the team reviews any questions that may have come in. Jolee, are there any general stockholder questions?
Yes, Michael. We received the following questions. The first question is, will profit margins be flat in the year ahead? And Matt Flannery will answer that.
Yes. Our current guidance contemplates a wide range of outcomes. I would largely say we expect margins to hold in line, but we will find out once we update everybody as we go through each quarter. I would also add that with the general finance deal still in regulatory approval situation. Once we close that deal, we'll update our guidance in regards to the general finance impact on the business as well.
Thank you. The second question is who are some of the largest customers? And Matt Flannery will answer that as well.
Without getting into specific competitive details, I would say think about the largest companies and several contractors out there, and those would be the people that would obviously have the largest need and be towards the largest customers that we have.
Thank you. The next question is Mr. Chairman, the Carpenter Pension Fund holds a total of 184,200 shares of the company's stock. As long term investors, strongly believe that the company's executive compensation plan should be designed primarily to drive the successful execution of the Board's long term strategic business plan. Today's public company executive compensation plans are largely formulaic peer related plans with simplistic annual say on pay voting reinforcing plan homogeny.
Would you or the Chair of the Compensation Committee speak to whether United Rentals might be better served by an executive compensation plan tailored specifically to the company's particular circumstances and its unique long term strategic business plan? Thank you. Craig Pintok, would you please answer that?
Yes. Thank you, Julie, and thank you for the question. We also firmly agree that our compensation plans for our executives should be very closely tied to the company's strategy and what are the key leading indicators and actions we can take to be successful in our strategy and be in this aligned with shareholder interests. And so with that in mind, our programs are not peer related as described in the question. We focus on key drivers of success, in particular, drivers such as growth, profitability and returns given our capital focused business.
And in addition, when the compensation committee of the Board was reviewing our programs at the beginning of last year, we put in place additional scorecards that specifically tied to our strategy, things like our human capital scorecard that focuses on diversity and employee safety and employee engagement, our digital growth and transformation scorecard that focuses on digital success as well as our customer service scorecard, each of which we believe firmly tied to our strategy and our components of our annual bonus plan. So I hope that answers the question, and we agree with the spirit of the question. Thank you.
Thank you. The final question comes is as follows: Mr. Chairman, the topic of the stakeholder capitalism as an alternative to shareholder capitalism has received considerable attention recently. As long term pension fund investors, the Carpenter Funds, appreciate the sentiments embodied in the stakeholder capitalism perspective, but feel that execution could be complicated. Could you discuss the Board's perspective on the concept of stakeholder capitalism and what principles the Board would use to balance the interests of varied stakeholders as it develops and implements the company's long term business strategy?
Thank you. Jessica will answer those questions. Good morning. This is Jessica Graziano, Chief Financial Officer of United Rentals. Thank you for the question.
We believe our short and long term strategies are aligned with increasing value for all of our primary stakeholders, and that includes not only our investors, but also our customers and our employees as well as the broader communities in which we do business. These strategies manifest through our operational execution and our disciplined approach to capital allocation to serve all of these stakeholders and deliver both profitable growth and accretive returns. Thank you, Jessica. Mr. Chairman, there are no additional questions.
Okay. So if there are no additional questions, we will now close the meeting. I want to thank everybody for your support and for attending the twenty twenty one Annual Meeting of Stockholders and person who actually spoke on behalf of proposal number four. Thank you for your representation, and, this concludes the meeting. Thank you.
Thank you. The United Rentals twenty twenty one stockholder meeting has now come to an end. Thank you for attending. You may now disconnect.