hri-20230314

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): March 14, 2023

HERC HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware

001-33139

20-3530539

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S Employer Identification No.)

27500 Riverview Center Blvd.

Bonita Springs, Florida 34134

(Address of principal executive offices and zip code)

(239) 301-1000

(Registrant's telephone number,

including area code)

N/A

(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 Symbol(s)

Name of exchange on which registered

Common Stock, par value $0.01 per share

HRI

New York Stock Exchange

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 14, 2023, Mr. Steven D. Miller and Mr. Hunter C. Gary resigned as members of the Board of Directors (the “Board”) of Herc Holdings Inc. (the “Company”).

Mr. Miller and Mr. Gary resigned pursuant to the Nomination and Standstill Agreement executed between the Company and Mr. Carl C. Icahn and certain of his affiliates (collectively, the “Icahn Group”) on September 15, 2014 (such agreement, together with all subsequent joinders, the “Nomination Agreement”) and as a result of the Icahn Group holding a Net Long Position (as defined in the Nominating Agreement) of less than 1,520,000 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”), and 1,266,667 shares of Common Stock, respectively.

As a result of the resignations of Mr. Miller and Mr. Gary, neither the Icahn Group nor the Company have any further duties or obligations under the Nomination Agreement.

SIGNATURE

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.


			HERC HOLDINGS INC.
			(Registrant)


			By:			/s/ S. Wade Sheek
			Name:			S. Wade Sheek
			Title:			Senior Vice President, Chief Legal Officer and Secretary

Date: March 16, 2023

Herc Holdings Inc. filed SEC Form 8-K: Leadership Update