U-haul Holding Co

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect seven directors (Edward J. Shoen, James E. Acridge, John P. Brogan, James J. Grogan, Richard J. Herrera, Karl A. Schmidt, Roberta R. Shank) to hold office 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 the Company’s Named Executive Officers as disclosed in the Proxy Statement (CD&A, compensation tables, and narrative).

   More detail

   This proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s disclosed executive compensation for its Named Executive Officers (NEOs), including the Compensation Discussion and Analysis, tabular disclosures, and narrative. Management frames pay as focused on pay-for-performance principles and aligned with long-term shareholder interests, describing objectives to retain executives, encourage development and loyalty, and to tie compensation to responsibilities and President’s assessments rather than formal benchmarking. The advisory vote is required by Section 14A of the Exchange Act and provides shareholders an opportunity to express their view on overall NEO compensation; while non-binding, the Board and Compensation Committee state they will consider the outcome when reviewing future compensation. Contextually, the Company is a controlled company with compensation largely determined with involvement of management and with limited use of third‑party benchmarking or formal performance targets; in Fiscal 2026 discretionary bonuses and ESOP allocations were primary variable elements. The Compensation Committee highlights substantial historical shareholder support (over 98% in 2023) and indicates no material changes were recommended following those prior results. A vote FOR sustains the current executive pay approach; a vote AGAINST would signal shareholder dissatisfaction and could prompt the Compensation Committee and Board to review practices despite the non-binding nature of the vote. For institutional and governance-focused investors, key analytical considerations include the absence of standardized benchmarking or robust performance-based metrics, the Company’s controlled ownership structure (which can influence governance and pay-setting), and the Compensation Committee’s limited formal authority under the controlled-company exemption. Overall, management seeks shareholder endorsement of its existing pay practices and emphasizes alignment with long-term value creation while acknowledging the advisory nature of the vote.

3. 3

   Advisory Vote on Frequency of Future Say-on-Pay Votes

   ManagementBoard: FOR

   Advisory vote for shareholders to choose whether future advisory votes on executive compensation should occur every one, two, or three years; the Board recommends a three-year frequency.

   More detail

   This advisory proposal asks shareholders to indicate how often the Company should hold non-binding advisory votes on NEO compensation — annually, biennially, or triennially — with the Board recommending a three-year interval. The Company frames the three-year option as consistent with its long-term strategic horizon and investment approach, arguing that less frequent votes better reflect multi-year business cycles and reduce short-term pressure on compensation design. The vote is required at least every six years and is non-binding; the Board and Compensation Committee will consider the stockholder preference when setting future frequency but retain ultimate discretion. For investors, the tradeoff is between more frequent shareholder engagement on pay (annual) and management flexibility to implement multi-year compensation structures without annual shareholder noise (three-year). The Company’s status as a controlled company and its historical practice of multi-year cycles (it last sought such a vote in 2020) provide context for management’s recommendation. Institutional investors who prioritize frequent governance oversight may prefer annual votes; long-term focused investors and management prefer triennial to align compensation with strategic outcomes. The Board’s recommendation highlights its belief that multi-year evaluation better supports long-term value creation and reduces administrative burden. Given the advisory nature, stockholder sentiment matters symbolically and may influence future compensation committee deliberations but will not automatically change governance rules.

4. 4

   Ratification of Appointment of Independent Registered Public Accounting Firm (Deloitte & Touche LLP

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027.

5. 5

   Stockholder Proposal to Ratify and Affirm the Decisions and Actions of the Board and Executive Officers for Fiscal 2026

   ShareholderBoard: FOR

   Stockholder proponents request that shareholders ratify and affirm all decisions and actions made by the Board and executive officers relating to the Company, its subsidiaries, and constituencies for the fiscal year ended March 31, 2026.

   More detail

   This shareholder proposal asks stockholders to ratify and affirm all decisions and actions taken by the Board and executive officers for Fiscal 2026. The proponent’s core argument is straightforward: to publicly endorse and support the Board and management by formally ratifying actions taken during the specified twelve‑month period, asserting that the Company is headed in a positive direction under current leadership. Historically the proposal dates back to 2008 and was approved by shareholders in 2009, and additional proponents joined in 2025, indicating a recurring procedural practice and some level of stockholder engagement with this motion. Management and the Board support the proposal and recommend a vote FOR, referring investors to the Company’s Form 10‑K and other SEC filings for comprehensive disclosures about fiscal‑year actions; the Company also notes procedural compliance by the proponents under Rule 14a-8 and offers to provide proponent identities upon request. For governance analysts, key considerations include the non-substantive nature of the motion (ratification of past actions rather than a forward-looking governance change), its historical precedent, and the symbolic signal a FOR vote conveys about stockholder confidence in leadership. Because the Board itself recommends FOR, the practical impact on corporate decision‑making is limited; the resolution functions primarily as a stockholder expression of support rather than a binding governance reform. Evaluate this proposal in light of the Company’s controlled ownership structure, prior shareholder approval history, and the absence of any requested change to governance or operating policy. Given management endorsement, a FOR vote aligns with the Board’s stated view that its actions merit shareholder affirmation.

6. 6

   Stockholder Proposal Requesting an Annual Report Disclosing Fleet GHG Emissions and Reduction Targets

   ShareholderBoard: AGAINST

   Stockholder proponents request the Company prepare an annual report disclosing current greenhouse gas (GHG) emissions associated with its fleet and any targets for measurably reducing them, with the report to be updated annually, prepared at reasonable cost, and omit proprietary information.

   More detail

   This shareholder proposal requests an annual report disclosing the Company’s current greenhouse gas (GHG) emissions associated with its fleet and any measurable targets to reduce those emissions, citing climate-related physical and transition risks, competitor actions, and anticipated regulatory developments as drivers for the request. The proponent argues that climate change poses material macroeconomic and enterprise risks (supply chain disruption, asset loss from extreme weather, regulatory transition costs) that could negatively affect U-Haul’s operations and long-term returns, and notes competitors are beginning to disclose emissions and set fleet electrification targets. The requested report is framed as a risk‑management and competitive disclosure tool, and the supporting statement suggests use of established frameworks (e.g., SBTi, TCFD) and allows for reasonable estimations to address data gaps. Management’s response in the proxy is limited: the filing reproduces the proponent’s text verbatim, notes the authorship and ownership eligibility of the proponents, and the Board recommends a vote AGAINST the proposal; the filing does not include an extended substantive rebuttal or alternative plan in this section. For analysts, critical factors include the Company’s large fleet scale, concentration of operations in climate‑vulnerable states, potential regulatory exposure (including state-level reporting mandates), and peers’ moves toward electrification and disclosure — all of which increase the proposal’s material relevance to operational risk and transition strategy. The Board’s opposition, without a detailed explanation in the proxy, may reflect concerns about duplicative reporting, cost, operational complexity of estimating fleet emissions, commercial sensitivity, or a preference to address emissions through other channels; however, such rationale is not articulated in the filing. Investors should weigh the informational benefits of standardized emissions reporting and targets for long-term risk mitigation and capital planning against the Company’s governance structure, disclosure practices to date, and any incremental costs or competitive harms the Company might claim. A FOR vote would push U-Haul toward greater transparency and potential target-setting aligned with industry transition trends; an AGAINST vote (as recommended by the Board) preserves management discretion and current disclosure practices in the absence of a mandated framework.

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When is the U-haul Holding Co 2026 annual meeting?

U-haul Holding Co (UHAL) holds its 2026 annual shareholder meeting on Thursday, August 20, 2026.

What is the record date for the U-haul Holding Co 2026 meeting?

The record date for the U-haul Holding Co 2026 meeting is Tuesday, June 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for U-haul Holding Co's 2026 meeting?

The board is presenting 7 director nominees at the U-haul Holding Co 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the U-haul Holding Co 2026 meeting?

Shareholders will vote on 6 proposals at the U-haul Holding Co 2026 meeting, each tagged with who proposed it and the board's recommendation.