Business Context and Reporting Period
This Form 8-K filing by Hertz Global Holdings, Inc. (HERC) covers events occurring on April 6, 2010, with the report filed on April 9, 2010. The filing addresses changes to the Board of Directors for both Hertz Global Holdings, Inc. and its wholly-owned subsidiary, The Hertz Corporation.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report is a current report regarding corporate governance changes and does not contain financial performance data.
Material Changes
- Resignation: J. Travis Hain resigned from the boards of directors of both Hertz Global Holdings, Inc. and The Hertz Corporation, effective immediately on April 6, 2010.
- Reason for Resignation: Mr. Hain stated his resignation is for personal reasons and is not related to any disagreement with the Companies regarding operations, policies, or practices.
- Election of New Director: On April 9, 2010, Angel L. Morales was elected to fill the board vacancies created by Mr. Hain's resignation, effective immediately.
Outlook, Commentary, and Risks
Management Commentary: The new director, Angel L. Morales, is a Managing Director and Head of the Industrial Group at BAML Capital Partners (Bank of America's private equity division). He was previously a founding member of Merrill Lynch Global Private Equity. His election was nominated by Merrill Lynch Global Private Equity Fund, L.P., pursuant to the Amended and Restated Stockholders Agreement dated November 20, 2006.
Compensation and Agreements: Mr. Morales will receive compensation in accordance with the Company's previously reported director compensation policy and the Amended and Restated 2008 Omnibus Incentive Plan. He is also expected to enter into an Indemnification Agreement with Hertz Holdings.
Risks and Contingencies: The filing notes that relationships between Hertz Holdings and entities affiliated with Merrill Lynch Global Private Equity are described in the Company's Proxy Statement under "Certain Relationships and Related Party Transactions."
Key Facts for Investor Verification
- Verify the specific terms of the Amended and Restated Stockholders Agreement regarding board seat allocations among private equity affiliates.
- Review the Proxy Statement filed on April 9, 2010, for details on the 2008 Omnibus Incentive Plan and director compensation policies applicable to Mr. Morales.
- Confirm the extent of related party transactions between Hertz Holdings and Bank of America/Merrill Lynch affiliates as disclosed in the Proxy Statement.
- Assess the strategic implications of having a representative from BAML Capital Partners on the board given the Company's private equity ownership structure.