Hertz (HTZ) investors approve directors, auditor and say-on-pay at 2026 meeting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Hertz Global Holdings held its 2026 Annual Meeting of Stockholders on May 28, 2026. Stockholders elected two directors to serve until the 2029 annual meeting: Lucy Clark Dougherty received 230,551,398 votes for and 2,505,973 withheld, and Evangeline Vougessis received 207,688,995 votes for and 25,368,376 withheld, with 35,901,397 broker non-votes for each nominee.

Stockholders also ratified Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2026, with 266,186,337 votes for, 2,332,765 against, and 439,666 abstaining. In addition, they approved, on a non-binding advisory basis, the compensation of named executive officers, with 228,337,281 votes for, 3,869,272 against, 850,818 abstentions, and 35,901,397 broker non-votes.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Annual meeting date: May 28, 2026 Lucy Clark Dougherty votes for: 230,551,398 votes Evangeline Vougessis votes for: 207,688,995 votes +3 more

6 metrics

Annual meeting date May 28, 2026 2026 Annual Meeting of Stockholders

Lucy Clark Dougherty votes for 230,551,398 votes Director election at 2026 annual meeting

Evangeline Vougessis votes for 207,688,995 votes Director election at 2026 annual meeting

Auditor ratification votes for 266,186,337 votes Ratification of Ernst & Young LLP for FY 2026

Say-on-pay votes for 228,337,281 votes Advisory approval of executive compensation

Broker non-votes on director elections 35,901,397 votes For each director nominee at 2026 meeting

Key Terms

Annual Meeting of Stockholders, broker non-votes, independent auditor, non-binding, advisory basis

4 terms

Annual Meeting of Stockholders regulatory

"held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”)."

broker non-votes regulatory

"The voting results were as follows Nominee | For | Withheld | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent auditor financial

"ratified the appointment of Ernst & Young LLP as the Company’s independent auditor"

An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.

non-binding, advisory basis regulatory

"approved, on a non-binding, advisory basis, a resolution approving the Company’s named executive officers’ compensation."

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

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Understanding 8-K Material Events →

05/29/2026 - 04:31 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 28, 2026

HERTZ GLOBAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-37665

61-1770902

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

8501 Williams Road

Estero, Florida 33928

(Address of principal executive offices, including zip code)

(239) 301-7000

(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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbols

Name of Each Exchange on which Registered

Common Stock, par value $0.01 per share

HTZ

The Nasdaq Stock Market LLC

Warrants to Purchase Common Stock

HTZWW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 28, 2026, Hertz Global Holdings, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). The final voting results for each matter submitted to a vote of stockholders at the 2026 Annual Meeting are set forth below.

1. Election of the Company’s Two Director Nominees.

The Company’s stockholders elected the two director nominees noted below to the Board of Directors, each to hold office until the Company’s 2029 Annual Meeting of Stockholders. The voting results were as follows:



Nominee	For	Withheld	Broker Non-Votes
Lucy Clark Dougherty	230,551,398	2,505,973	35,901,397
Evangeline Vougessis	207,688,995	25,368,376	35,901,397

2. Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Auditor for Fiscal Year Ending December 31, 2026.

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending December 31, 2026. The voting results were as follows:



For	Against	Abstain
266,186,337	2,332,765	439,666

3. Approval, on an Advisory Basis, of the Company’s Named Executive Officers’ Compensation.

The Company’s stockholders approved, on a non-binding, advisory basis, a resolution approving the Company’s named executive officers’ compensation. The voting results were as follows:




For	Against	Abstain	Broker Non-Votes
228,337,281	3,869,272	850,818	35,901,397

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.


			By:			/s/ Piero Bussani
			Name:			Piero Bussani
			Title:			Executive Vice President, Chief Legal Officer and Corporate Secretary

Date: May 29, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Hertz (HTZ) stockholders decide at the 2026 annual meeting?

Hertz stockholders elected two directors, ratified Ernst & Young LLP as independent auditor, and approved executive compensation on an advisory basis. These votes confirm the board slate, auditor choice, and current pay practices for named executive officers for the coming year.

Which directors were elected at Hertz’s 2026 Annual Meeting of Stockholders?

Stockholders elected Lucy Clark Dougherty and Evangeline Vougessis to the Hertz board, each to serve until the 2029 annual meeting. Dougherty received 230,551,398 votes for, while Vougessis received 207,688,995 votes for, with additional withheld votes and broker non-votes recorded.

How did Hertz (HTZ) investors vote on the independent auditor for 2026?

Investors ratified Ernst & Young LLP as Hertz’s independent auditor for the fiscal year ending December 31, 2026. The auditor proposal received 266,186,337 votes for, 2,332,765 against, and 439,666 abstentions, indicating strong support for retaining Ernst & Young LLP.

Was Hertz’s executive compensation approved at the 2026 annual meeting?

Yes. Stockholders approved Hertz’s named executive officers’ compensation on a non-binding, advisory basis. The say-on-pay resolution received 228,337,281 votes for, 3,869,272 against, 850,818 abstentions, and 35,901,397 broker non-votes, signaling general support for the company’s pay programs.

What are broker non-votes in Hertz’s 2026 annual meeting results?

Broker non-votes are shares held in street name where brokers did not receive voting instructions on certain proposals. Hertz reported 35,901,397 broker non-votes for the director elections and say-on-pay item, meaning those shares were not counted as for or against on those matters.

Filing Exhibits & Attachments

4 documents