McGrath RentCorp (MGRC) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 4, 2025, 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 April 17, 2025, with 24,611,329 shares of common stock outstanding.

• The company uses a Notice and Access model for proxy materials, providing documents online and by request.

Voting matters and shareholder proposals

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

• The board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be received by December 26, 2025, for inclusion in proxy materials.

• Advance notice and universal proxy rules apply for director nominations.

Board of directors and corporate governance

• The board consists of six directors, five of whom are independent; the CEO is not independent.

• The board is led by an independent chairman, with separate CEO and chairman roles.

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

• Directors are elected annually, and the board emphasizes diversity and regular self-assessment.

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