Herc Holdings Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of eight nominees named in the proxy statement to serve as directors until the next annual meeting of stockholders.

2. 2

   Advisory Vote To Approve Executive Compensation

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the Compensation Discussion and Analysis, Summary Compensation Table and related disclosures in the proxy statement.

   More detail

   This proposal requests a non-binding, advisory endorsement of the Company’s executive compensation disclosures and programs as presented in the Compensation Discussion and Analysis and related tables. Management seeks shareholder approval to validate its pay-for-performance philosophy, which the Compensation Committee says is intended to align named executive officers’ incentives with short- and long-term Company objectives. In 2025 the Company completed a major acquisition (H&E) and the Compensation Committee modified the EICP metrics and reduced the maximum EICP payout from 200% to 100% to better align incentives with post-acquisition objectives; PSUs were also amended to an annual measurement framework to address volatility and to preserve a long-term perspective. The Compensation Committee emphasizes a compensation mix heavily weighted toward performance-based and equity awards (PSUs and RSUs) to reinforce alignment with stockholder value creation and retention. Management frames the approval as important feedback from investors and notes that the vote is advisory and non‑binding, but that the Board and Compensation Committee will consider the results when setting future compensation. The Board recommends a FOR vote, citing the program’s alignment with Company strategy, market practices, and governance safeguards such as clawback and stock ownership guidelines. Company context—recent acquisition, adjustments to performance metrics, and prior strong say-on-pay support—frames the decision and may influence investor evaluation of program design and responsiveness to shareholder concerns.

3. 3

   Ratification of the Appointment of PricewaterhouseCoopers LLP

   ManagementBoard: FOR

   Ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.

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When is the Herc Holdings Inc 2026 annual meeting?

Herc Holdings Inc (HRI) holds its 2026 annual shareholder meeting on Thursday, May 14, 2026.

What is the record date for the Herc Holdings Inc 2026 meeting?

The record date for the Herc Holdings Inc 2026 meeting is Monday, March 16, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Herc Holdings Inc's 2026 meeting?

The board is presenting 8 director nominees at the Herc Holdings Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Herc Holdings Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Herc Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.