Form 8-K - Current report

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): October 22, 2024

WILLSCOT HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)


Delaware	001-37552	82-3430194
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

4646 E Van Buren St., Suite 400

Phoenix, Arizona 85008

(Address, including zip code, of principal executive offices)

(480) 894-6311

(Registrant’s telephone number, including area code)

(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 each exchange on which registered
Common stock, par value $0.0001 per share	WSC	The Nasdaq Capital Market

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 October 22, 2024, the Board of Directors (the “Board”) of WillScot Holdings Corporation acted to increase the size of the Board from 9 to 10 members and appointed Worthing Jackman to serve as a member of the Board to fill the vacancy created by that increase, effective immediately. Mr. Jackman most recently served as Chief Executive Officer and a Director of Waste Connections, Inc. (NYSE/TSX: WCN) from July 2019 to April 2023, and since May 2005, he has served on the board of directors of Quanta Services, Inc. (NYSE: PWR), where he currently serves as Chairman of the Audit Committee and a member of the Investment Committee. Mr. Jackman has been appointed to the Audit Committee of the Board and no other committee.

Mr. Jackman will receive compensation from the Company as a non-employee director. For his initial partial year of service, he will receive a restricted stock award with a value of $150,000 and a $60,000 cash award.


Item 9.01			Financial Statements and Exhibits

(d) Exhibits


Exhibit No.						Exhibit Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


	WillScot Holdings Corporation

Dated: October 22, 2024	By:	/s/ Hezron Timothy Lopez
		Name: Hezron Timothy Lopez
		Title: Executive Vice President, Chief Legal & Compliance Officer & ESG

Cover	Oct. 22, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 22, 2024
Entity Registrant Name	WILLSCOT HOLDINGS CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37552
Entity Tax Identification Number	82-3430194
Entity Address, Address Line One	4646 E Van Buren St.
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Phoenix
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85008
City Area Code	480
Local Phone Number	894-6311
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	WSC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001647088