McGrath RentCorp (MGRC) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on December 12, 2024, to elect six directors, ratify the appointment of Grant Thornton LLP as independent auditors, and approve, in a non-binding vote, executive compensation.

• Shareholders can vote online, by phone, or by mail, and must register in advance to attend the virtual meeting.

• The record date for voting is October 22, 2024, with 24,551,184 shares of common stock outstanding.

Voting matters and shareholder proposals

• Shareholders will vote on electing six directors, ratifying Grant Thornton LLP as auditors, and approving executive compensation in a say-on-pay advisory vote.

• The board recommends voting “FOR” all proposals.

• Shareholder proposals for the 2025 meeting must comply with SEC rules and be submitted by a reasonable time before proxy materials are printed.

Board of directors and corporate governance

• The board consists of six directors, five of whom are independent; two are women and two are from underrepresented communities.

• The board has an independent chairman and conducts annual self-assessments.

• Committees include Audit, Compensation, and Corporate Governance and Nominating, all with independent members.

• No shareholder rights plan or supermajority voting provisions are in place.