Welcome to the United Rentals 2026 stockholder meeting. Speaking for the company is Michael J. Kneeland, Chair of the Board.
Good morning. I'm Michael Kneeland, Chairman of United Rentals' Board of Directors, and I hereby call this meeting to order. Welcome to our 2026 annual meeting of stockholders. You'll find the agenda on the portal welcome screen, and the rules of conduct are at the bottom right under meeting materials. I'll chair the meeting, and Joli Gross, the company's Chief Legal & Sustainability Officer, Corporate Secretary, will serve as secretary. First, we'll conduct a formal business portion of the meeting. Next, our President and Chief Executive Officer, Matthew Flannery, will provide a brief business update, followed by a general question and answer session. The polls for each proposal to be voted on at the 2026 United Rentals Annual Meeting of Stockholders now open. 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 our board members who are joining us virtually today. I also want to acknowledge Steve Kuhutik, who is with us from EY, our independent auditors. Finally, we have Katherine Wheaton, representative of Broadridge Financial Solutions, who has been designated to act as Inspector of Elections. Thank you all for joining us. As of March 9, 2026, the record date, the total number of issued and outstanding shares of common stock of the company entitled to vote at this meeting was 62,886,315 shares. 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 duly constituted. As you will see from our proxy statement, there are 4 proposals to be voted on by stockholders. These proposals also appear on the meeting agenda. Proposal number 1 is the election of 11 directors to the board. The nominees are Julie Brandt, Marc A. Bruno, Larry De Shon, Matthew Flannery, Kim Harris-Jones, Terri Kelly, Michael J. Kneeland, Francisco Lopez-Balboa, Gracia C. Martore, Shiv Singh, and Alexander Taussig. Any other nominations for director were required to have been submitted in proper written form on a timely basis to the secretary, as more fully described in our bylaws. Having received no other nominations, the nomination process is closed. Under our bylaws, all of our directors are elected for a period of 1 year by a majority of votes cast. Our board recommends that you vote for the election of all 11 nominees recommended by the board.
Proposal number 2 is to ratify the appointment of EY, our independent registered public accounting firm, for the fiscal year ending December 31, 2026. Our audit committee, which is comprised of independent directors and is charged with this responsibility under its charter, has reappointed EY, subject to stockholder ratification. Our board, upon the recommendation of the audit committee, recommends that you vote for this proposal. Proposal number 3 is an advisory vote on executive compensation. Based on stockholder feedback, we hold an advisory vote on executive compensation every year. Our board recommends that you vote for this proposal. Proposal number 4 is to consider a stockholder proposal on directors who fail to obtain a majority vote if such proposal is properly presented at this meeting. Our board recommends that you vote against this proposal.
Pursuant to the rules of conduct, the stockholder proponent or the qualified representative will have 3 minutes to present proposal 4. Operator, if the stockholder proponent or the qualified representative has dialed in to present the proposal, please open that line now.
Hello, this is John Chevedden. Proposal 4, directors who fail to obtain a majority vote. Shares requested the board of directors take the necessary steps to ensure that directors who fail to obtain a majority vote in a future uncontested election shall leave the board as soon as possible. In no case shall such directors serve more than 9 months on the board after such failed election. A vote of rejection by United Rentals shareholders needs to be respected. United Rentals shareholders often only vote on 3 company items in a year. The least that United Rentals can do is to respect all shareholder votes. If United Rentals accepts shareholder approval of its executive pay, United Rentals should be prepared to accept shareholder rejection of a director. 9 months is adequate time for United Rentals to find a highly qualified replacement director.
This proposal will give United Rentals directors more of an incentive to perform. If United Rentals underperforms in the future, United Rentals shareholders may believe that board refreshment is the way to address underperformance. United Rentals shareholders' effort at board refreshment could be thwarted if United Rentals can ignore United Rentals shareholders when United Rentals shareholders reject a director. Please vote for proposal four to make sure that United Rentals respects shareholder votes.
That completes the presentation of the agenda items. The floor is now open for questions and comments related to the proposals. If any stockholder would like to ask a question regarding any of the proposals, please submit your questions through the web portal. I will read your question aloud and ask the appropriate company representative to answer it. I'll pause for a moment as we review any questions that may have come in. There are no questions related to proposals. We will now proceed with voting. Please note that 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 have sent in proxies or voted by telephone or online and do not wanna change their vote do not need to take any further action. We will take a short pause now to allow for final voting. Now that everyone has had the opportunity to vote, the polls for the 2026 United Rentals Annual Meeting of Stockholders are closed. I will now report the preliminary voting results. 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 2027 annual meeting and until their successor is duly elected and qualified. It appears that the stockholders have voted to ratify the appointment of EY 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. Finally, it appears that the stockholders have voted against the stockholder proposal on directors who fail to obtain a majority vote. The results reported today are preliminary. The final tally remains subject to verification and will be provided by the company in a Form 8-K that will be filed with the SEC within 4 business days. With the formal portion of the annual meeting concluded, the meeting is now adjourned. We will now proceed with an update from Matt, followed by a general question and answer session. Matt?
Thank you, Joli. Hello, everyone. In 2025, we again committed to doubling down on being our customers' partner of choice. This translated into working with our customers to provide an unmatched experience across our one-stop shop of general rental and specialty products and services, coupled with industry-leading technology and a world-class team. Our team's steadfast dedication to this commitment, in addition to an unwavering focus on safety and operational excellence, resulted in another year of record revenue and Adjusted EBITDA. Additionally, we generated $2.2 billion in Free Cash Flow, drove a return on invested capital of 11.7%, and increased our quarterly dividend for the third consecutive year. Notably, after supporting strong rental growth, we still return nearly $2.4 billion of cash to our shareholders through share repurchases and our dividend.
Looking forward, 2026 is off to a strong start. We expect another year of profitable growth supported by the momentum we're carrying into our busy season, our customers' own confidence, and the growth opportunities they see on the horizon, particularly within large projects and key verticals. Longer term, we remain confident that our steadfast focus on improving our customers' efficiency and productivity keeps us positioned to outperform the market and generate shareholder value. Furthermore, we believe the secular shift towards renting equipment, combined with reshoring in North America and the significant investments being made across infrastructure, manufacturing, technology, and power all continue to look favorable for our industry. Critical to our ability to serve the customer is our team of approximately 28,000 employees who lead our people-centric culture. Their commitment to our strategy is a differentiator in the industry.
Last year, they delivered another exceptional safety record and once again earned national accolades for our strong culture, and I would expect nothing less in 2026. In addition to investing in our exceptional team, we continue to invest in the other foundations of our business through fleet purchases, opening new specialty branch locations, and augmenting our technology. This, when combined with our profitability, capital efficiency, and the flexibility of our business model, enables us to generate meaningful Free Cash Flow throughout the cycle and, in turn, allocate that capital in ways that allow us to create long-term shareholder value. In closing, we remain focused on what we do best, being the best equipment rental company in the industry for our customers, our employees, and our investors.
Our unique corporate strategy, combined with our capital discipline, gives me confidence we're well-positioned to win in the marketplace and for our shareholders for the long term. Now I'll hand the meeting back to Joli, and we'll take your questions.
Thank you, Matt. Any stockholder who wishes to ask a question should do so by submitting it through the web portal. I will read your 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 are germane to today's meeting. The first stockholder question asks: Has the lawsuit been dismissed? The lawsuit filed accusing United Rentals, along with other major firms like Sunbelt Rentals and Herc Rentals of participating in a conspiracy to fix, raise, and maintain rental prices through a shared data platform. Matt?
Thanks, Joli. No, this has not been dismissed yet. We've reviewed the allegations and the complaint and are confident that they are wholly without merit.
Thank you, Matt. The next question is: Are there signs of a construction market recovery that could benefit United Rentals?
In short, yes. We certainly feel good about the market, and have for quite a bit now. We continue to see strong demand. As we've discussed publicly in previous quarters, the local market has stabilized, and we continue to see strong growth from large projects.
Great. Thank you, Matt. That concludes the general question and answer portion. Thank you all for your support and for attending our 2026 Annual Meeting of Stockholders. We will now close the meeting.