Form 8-K - Current report

McGRATH RENTCORP

Dated: August 2, 2024

/s/ Gilda Malek

Gilda Malek

Vice President, General Counsel and Corporate Secretary

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): August 2, 2024

McGRATH RENTCORP

(Exact name of registrant as specified in its Charter)

California

000-13292

94-2579843

(State or other jurisdiction
of incorporation)

(Commission

File Number)

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

5700 Las Positas Road, Livermore, CA 94551-7800

(Address of principal executive offices)

(925) 606-9200

(Registrant’s Telephone Number, Including Area Code)

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

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Common Stock

MGRC

NASDAQ Global Select Market

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 (see General Instruction A.2. below):

☐

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))

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 Security 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.

(b)

On August 1, 2024, Elizabeth A. Fetter, a member of the board of directors (the “Board”) of McGrath RentCorp (the “Company”) resigned from the Board, and all other positions she held as a member of any committee of the Board, effective immediately. In consideration of Ms. Fetter’s long service on the Board, the compensation committee of the Board approved (1) the accelerated vesting of 1,000 shares of restricted stock units, previously granted to Ms. Fetter on February 23, 2024 which would have otherwise vested on April 1, 2025, and (2) a cash payment to Ms. Fetter in the amount of approximately $51,000 in respect of Board and committee retainers for the remainder of calendar year 2024.

Item 7.01.

Regulation FD Disclosure.

On August 2, 2024, the Company issued a press release announcing the matters described in Item 5.02 hereof. A copy of the press release is attached hereto and filed as Exhibit 99.1 and incorporated in this Item 7.01 by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, is being “furnished” herewith and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that section, or incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits


Exhibit No.		Description

99.1		Press release, dated August 2, 2024, issued by McGrath RentCorp.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Exhibit 99.1

PRESS RELEASE

FOR RELEASE August 2, 2024

Board Leadership Update

Livermore, CA – August 2, 2024 – McGrath RentCorp (“McGrath”) (Nasdaq: MGRC), a leading business-to-business rental company in North America, today announced that Elizabeth A. Fetter resigned from the McGrath board of directors on August 1, 2024, for personal reasons after serving over ten years on the board.

“Liz was the first female independent director of the McGrath board and her insights as an experienced CEO brought fresh perspective to board discussions. She served as chair of the compensation committee for many years, actively worked to further diversify our board and contributed to the HR and compensation functions of our board. On behalf of the board and the company, I would like to thank Liz for her long service to McGrath and we wish her the best in her future pursuits,” said Bradly M. Shuster, chairman of the board.

Ms. Fetter said, “I am proud to have served as a director of McGrath for more than a decade while working to help grow the company alongside my respected board peers, talented management team and dedicated employees. I have witnessed the company’s remarkable achievements and am excited for its future.”

ABOUT MCGRATH:

McGrath RentCorp (Nasdaq: MGRC) is a leading business-to-business rental company in North America with a strong record of profitable business growth. Founded in 1979, McGrath’s operations are centered on modular solutions through its Mobile Modular and Mobile Modular Portable Storage businesses. In addition, its TRS-RenTelco business offers electronic test equipment rental solutions. The Company’s rental product offerings and services are part of the circular supply economy, helping customers work more efficiently, and sustainably manage their environmental footprint. With over 40 years of experience, McGrath’s success is driven by a focus on exceptional customer experiences. This focus has underpinned the Company’s long-term financial success and supported over 30 consecutive years of annual dividend increases to shareholders, a rare distinction among publicly listed companies.

McGrath is headquartered in Livermore, California. Additional information about McGrath and its businesses is available at mgrc.com and investors.mgrc.com.

Document and Entity Information	Aug. 02, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0000752714
Document Type	8-K
Document Period End Date	Aug. 02, 2024
Entity Registrant Name	McGRATH RENTCORP
Entity Incorporation State Country Code	CA
Entity File Number	000-13292
Entity Tax Identification Number	94-2579843
Entity Address, Address Line One	5700 Las Positas Road
Entity Address, City or Town	Livermore
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94551-7800
City Area Code	(925)
Local Phone Number	606-9200
Security 12b Title	Common Stock
Trading Symbol	MGRC
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false