WillScot Holdings Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Misc Corporate Leasing Services
Industrials
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): June 9, 2025 (June 6, 2025 )
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
The | ||||||||
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 5.07 | Submission of Matters to a Vote of Security Holders | ||||
At the annual meeting of stockholders of WillScot Holdings Corporation (the "Company"), held on June 6, 2025, stockholders voted on three proposals. The voting results for each proposal, including the votes for and against, and any abstentions or broker non-votes, are described below.
Proposal 1: Election of Directors
The stockholders voted for all ten of management’s nominees for election as directors to serve for a term that shall expire at the 2026 annual meeting of stockholders or until their successors are elected and qualified. The results of the vote taken are as follows:
| Nominee | For | Against | Abstain | Broker Non-Vote | ||||||||||||||||||||||
| Mark S. Bartlett | 163,294,118 | 2,830,593 | 1,825,055 | 6,122,232 | ||||||||||||||||||||||
| Erika T. Davis | 165,290,177 | 793,398 | 1,866,191 | 6,122,232 | ||||||||||||||||||||||
| Gerard E. Holthaus | 161,427,538 | 4,695,450 | 1,826,778 | 6,122,232 | ||||||||||||||||||||||
| Worthing Jackman | 165,969,032 | 141,979 | 1,823,778 | 6,122,232 | ||||||||||||||||||||||
| Natalia Johnson | 165,575,066 | 548,971 | 1,825,729 | 6,122,232 | ||||||||||||||||||||||
| Rebecca L. Owen | 164,847,902 | 1,235,719 | 1,866,145 | 6,122,232 | ||||||||||||||||||||||
| Jeff Sagansky | 164,456,988 | 1,668,618 | 1,824,160 | 6,122,232 | ||||||||||||||||||||||
| Bradley L. Soultz | 165,589,176 | 520,089 | 1,840,501 | 6,122,232 | ||||||||||||||||||||||
| Michael W. Upchurch | 165,273,747 | 825,802 | 1,850,217 | 6,122,232 | ||||||||||||||||||||||
| Dominick Zarcone | 165,445,260 | 657,508 | 1,846,998 | 6,122,232 | ||||||||||||||||||||||
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the selection, by the Audit Committee of the Board, of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the vote taken are as follows:
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 171,987,751 | 405,720 | 1,678,527 | — | |||||||||||||||||
Proposal 3: Approval, by Advisory Vote, of the Compensation of the Company’s Named Executive Officers
The stockholders approved, on an advisory and non-binding basis, the compensation of the named executive officers of the Company. The results of the vote taken are as follows:
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 163,889,123 | 2,413,805 | 1,646,838 | 6,122,232 | |||||||||||||||||
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: June 9, 2025 | By: | /s/ Hezron Timothy Lopez | ||||||
| Name: Hezron Timothy Lopez | ||||||||
| Title: Executive Vice President, Chief Legal & Compliance Officer & ESG | ||||||||