Business Context and Reporting Period
This Form 8-K filing by Hertz Global Holdings, Inc. (HERC) reports a corporate governance update. The report date is November 16, 2009, covering an event that occurred on November 12, 2009.
Key Financial Metrics
This filing does not contain financial performance data. There are no disclosures regarding revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
The Board of Directors approved an amended and restated Standards of Business Conduct (the "Code") applicable to all employees, including the CEO, CFO, and Controller. The primary material change is the inclusion of a "claw back" policy effective January 1, 2010.
Guidance, Outlook, and Management Commentary
The filing details the design aspects of the new claw back policy:
- Repayment is triggered if compensation was awarded based on financial results later subject to a restatement.
- The Compensation Committee must determine that gross negligence, fraud, or misconduct by the executive caused or contributed to the restatement.
- The policy applies prospectively to executive officers.
- The Compensation Committee retains discretion on whether to enforce the claw back.
- Restatements must be identified within 3 years of the initial public issuance of financial statements for recovery to be permitted.
The adoption of this revised Code did not result in any waiver of provisions from the previous Code.
Important Facts for Investors to Verify
- Verify the full text of the revised Code of Ethics on the company's Investor Relations website.
- Confirm the effective date of the claw back policy is January 1, 2010.
- Note that enforcement of the policy is discretionary with the Compensation Committee.