Sunbelt Rentals Holdings Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect the ten nominees named in the proxy statement to serve as directors until the 2027 annual meeting.

2. 2

   Advisory Vote to Approve Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation paid to Sunbelt’s named executive officers, as disclosed in the proxy statement.

   More detail

   This proposal asks stockholders to cast a non-binding advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management frames the compensation program as designed to support the Company’s strategy, align pay with corporate performance, attract and retain key talent following the redomiciliation and U.S. listing, and transition executive pay toward U.S.-aligned practices. The Board and Compensation Committee emphasize multi-year incentive structures (RSUs and PSUs), annual cash bonuses tied to financial metrics and cash flow, and share ownership requirements to align management and shareholder interests. Notable context includes the recent redomiciliation to the U.S. and assumption/modification of outstanding Ashtead awards, including deeming prior PSU performance at 85.5% upon assumption, which affects expected long-term payouts and accounting treatment. The vote is advisory and non-binding, but the Board has committed to consider the outcome and shareholder feedback in setting future compensation and program design, making this an important governance signal. Management recommends a vote FOR, arguing that the disclosed disclosures and changes (including Clawback Policy adoption and alignment to U.S. market practice) improve transparency and risk management. Potential controversies include the large quantum of long-term incentive opportunities for senior executives (notably CEO target levels), the modification of previously granted performance conditions upon the U.S. listing, and the transition from U.K. to U.S. compensation norms which may affect perceived alignment with legacy shareholder expectations. Analysts should weigh historical pay-for-performance, the Compensation Committee’s rationale for the 85.5% deemed PSU achievement, and the company’s record of financial performance, free cash flow generation, and governance enhancements when assessing merits of the recommendation.

3. 3

   Advisory Vote on Frequency of Say-on-Pay Votes

   ManagementBoard: FOR

   Non-binding, advisory vote to select the frequency (1, 2, or 3 years) at which the Company will hold future advisory votes on executive compensation; the Board recommends an annual vote (1 year).

   More detail

   This proposal asks stockholders to state, on a non-binding basis, whether future advisory votes on named executive officer compensation should occur every one, two, or three years. Management and the Compensation Committee advocate for an annual vote, claiming annual feedback gives the Board timely and broad input on compensation policies and practices and better aligns with active engagement with shareholders after the Company’s redomiciliation and U.S. listing. An annual frequency also allows the Company to respond more rapidly to investor concerns about program design, governance changes (such as the Clawback Policy), and changes resulting from the assumption and modification of legacy equity awards. The vote is advisory and will be determined by plurality; the choice that receives the most votes will be deemed the stockholders’ preference. While many institutional investors prefer triennial or biennial votes to reduce administrative burden and emphasize long-term compensation outcomes, Sunbelt’s emphasis on transition to U.S. market practices and ongoing investor outreach informs its recommendation for annual voting. Analysts should consider trade-offs: annual votes increase governance responsiveness but can encourage short-termism in compensation discussions, while less frequent votes provide longer-term stability in compensation design. The Board has committed to consider the outcome but is not bound by it; stockholders should view this as a mechanism to guide the Compensation Committee’s cadence of engagement and potential program changes.

4. 4

   Ratification of Appointment of Independent Registered Public Accounting Firm (PwC

   ManagementBoard: FOR

   Ratify the appointment of PricewaterhouseCoopers LLP as Sunbelt’s independent registered public accounting firm for fiscal 2027.

5. 5

   Transact Any Other Business Properly Brought Before the Meeting

   Management

   Authorize the proxies to transact any other business that may properly be brought before the meeting and any adjournments or postponements thereof.

   More detail

   This catch-all proposal asks stockholders to empower the named proxies to vote on any additional matters that are properly presented at the Annual Meeting but are not described in the proxy statement. It is standard procedural language enabling the meeting to address unforeseen or procedural items arising at the meeting and ensures that proxies have authority to vote on such matters in the event they arise. From a governance perspective, this item rarely involves substantive policy changes and is typically exercised at the discretion of management and the board, subject to fiduciary duties and applicable law. Analysts should note that broker non-votes and abstentions are treated differently depending on the nature of the matter; however, the proxy card indicates the named proxies will use their discretion on any such matters. Though usually noncontroversial, the item can in rare cases be used to introduce late-filed proposals or to adopt procedural motions; hence it has minimal but non-zero governance significance. The Board did not provide an explicit recommendation for this catch-all item in the proxy materials and instead empowered proxies to act in the best judgment of the Company’s interests. Stockholders concerned about potential unexpected actions should engage proactively ahead of the meeting rather than relying on this discretionary authority.

Upcoming shareholder meetings at Sunbelt Rentals Holdings Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Sunbelt Rentals Holdings Inc 2026 annual meeting?

Sunbelt Rentals Holdings Inc (SUNB) holds its 2026 annual shareholder meeting on Tuesday, September 1, 2026.

What is the record date for the Sunbelt Rentals Holdings Inc 2026 meeting?

The record date for the Sunbelt Rentals Holdings Inc 2026 meeting is Monday, July 6, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 10 director nominees at the Sunbelt Rentals Holdings Inc 2026 meeting, listed with their independence status and background.

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

Shareholders will vote on 5 proposals at the Sunbelt Rentals Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.