Hertz Global Holdings, Inc
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15JAN201314280238 Notice of Annual Meeting of Stockholders and Proxy Statement May 15, 2013 15JAN201314280238 Hertz Global Holdings, Inc. 225 Brae Boulevard Park Ridge, NJ 07656 March 28, 2013 Dear Stockholder: You are cordially invited to attend our annual meeting of stockholders to be held at 10:30 a.m. (Park Ridge time) on Wednesday, May 15, 2013, at our Corporate Offices, 225 Brae Boulevard, Park Ridge, New Jersey 07656. We will be using the ‘‘Notice and Access’’ method of providing proxy materials to you via the Internet at www.hertz.com/stockholdermeeting, instead of by mail. On April 3, 2013, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials (the ‘‘Notice’’) containing instructions on how to access our proxy statement and annual report to stockholders for 2012 and how to vote. The Notice also contains instructions on how to receive a paper copy of your proxy materials. Your vote is important. Please vote as promptly as possible. Whether you plan to attend the annual meeting or not, you may vote by following the instructions set forth in the Notice. If you attend the annual meeting, you may vote in person. Registration and seating will begin at 10:00 a.m. (Park Ridge time). In order to be admitted to the annual meeting, a stockholder must present proof of stock ownership as of the close of business on the record date, March 25, 2013, which can be the Notice, a proxy card, or a brokerage statement reflecting stock ownership as of March 25, 2013. Stockholders will be asked to sign an admittance card and must also present a form of photo identification such as a driver’s license. Cameras and recording devices will not be permitted at the annual meeting. Sincerely, 31MAR200819220452 Mark P. Frissora Chairman and Chief Executive Officer NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF HERTZ GLOBAL HOLDINGS, INC. Time and Date: 10:30 a.m. (Park Ridge time), Wednesday, May 15, 2013 Place: Hertz Corporate Offices, 225 Brae Boulevard, Park Ridge, New Jersey 07656 Proposals: 1. Election of the three nominees identified in the accompanying proxy statement to serve as directors for three-year terms; 2. Approval, by a non-binding advisory vote, of the named executive officers’ compensation; 3. Approval of the Amended and Restated Hertz Global Holdings, Inc. Employee Stock Purchase Plan; 4. Ratification of the selection of PricewaterhouseCoopers LLP as the Corporation’s independent registered public accounting firm for the year 2013; and 5. Transaction of any other business that may properly be brought before the annual meeting. The Board of Directors of the Corporation recommends a vote FOR each of Proposals 1-4. Who Can Vote: Only holders of record of the Corporation’s common shares at the close of business on March 25, 2013 will be entitled to vote at the meeting. You may vote with respect to the matters described in the proxy statement by following the instructions set forth in the Notice of Internet Availability of Proxy Materials (the ‘‘Notice’’). Date of Mailing: This proxy statement and accompanying materials were filed with the Securities and Exchange Commission on March 28, 2013, and we expect to first send the Notice to stockholders on April 3, 2013. 5APR201010553519 J. Jeffrey Zimmerman Executive Vice President, General Counsel and Secretary Park Ridge, New Jersey March 28, 2013 Table of Contents Section/Proposal Page Proxy Procedures, Corporate Governance and Information About Our Directors Important Information about Annual Meeting and Proxy Procedures ................. 1 Corporate Governance and General Information Concerning the Board and its Committees 4 Proposal 1: Election of Directors ........................................... 12 Compensation Discussion and Analysis, Compensation Tables and Compensation Committee Report Compensation Discussion and Analysis ...................................... 19 Executive Summary: Our Performance, Our Pay in 2012 .......................... 19 Compensation Committee Report .......................................... 40 2012 Summary Compensation Table ........................................ 41 Annual Meeting Proposals: Say on Pay, ESPP and Auditor Approval Proposal 2: Approval by a Non-Binding Advisory Vote, of the Named Executive Officers’ Compensation ...................................................... 56 Proposal 3: Approval of the Amended and Restated Hertz Global Holdings, Inc. Employee Stock Purchase Plan .................................................. 58 Proposal 4: Ratification of the Selection of the Corporation’s Independent Registered Public Accounting Firm ................................................ 61 Auditor Information Independent Registered Public Accounting Firm Fees ........................... 62 Audit Committee Report ................................................. 63 Other Matters Security Ownership of Certain Beneficial Owners, Directors and Officers .............. 64 Section 16(a) Beneficial Ownership Reporting Compliance ........................ 67 Certain Relationships and Related Party Transactions ............................ 67 Other Business ....................................................... 69 IMPORTANT INFORMATION ABOUT ANNUAL MEETING AND PROXY PROCEDURES The Board of Directors of Hertz Global Holdings, Inc. is soliciting proxies to be used at the annual meeting of stockholders to be held on Wednesday, May 15, 2013, beginning at 10:30 a.m. (Park Ridge time) at our Corporate Offices, 225 Brae Boulevard, Park Ridge, New Jersey 07656. This proxy statement and accompanying materials were filed with the Securities and Exchange Commission (the ‘‘SEC’’) on March 28, 2013, and we expect to first send the Notice of Internet Availability of Proxy Materials (the ‘‘Notice’’) to stockholders on April 3, 2013. Unless the context otherwise requires, in this proxy statement (i) the ‘‘Corporation’’ means Hertz Global Holdings, Inc., our top level holding company, (ii) ‘‘Hertz’’ means The Hertz Corporation, our primary operating company and a direct wholly-owned subsidiary of Hertz Investors, Inc., which is wholly owned by the Corporation, (iii) ‘‘we,’’ ‘‘us’’ and ‘‘our’’ mean the Corporation and its consolidated subsidiaries, (iv) ‘‘our Board’’ or ‘‘the Board’’ means the Board of Directors of the Corporation and (v) ‘‘our common stock’’ means the common stock of the Corporation. Purpose of the Annual Meeting At the annual meeting, stockholders will act upon the matters set forth in the Notice, including: 1. Election of the three nominees identified in this proxy statement to serve as directors for three-year terms; 2. Approval, by a non-binding advisory vote, of the named executive officers’ compensation; 3. Approval of the Amended and Restated Hertz Global Holdings, Inc. Employee Stock Purchase Plan; 4. Ratification of the selection of PricewaterhouseCoopers LLP as the Corporation’s independent registered public accounting firm for the year 2013; and 5. Transaction of any other business that may properly be brought before the annual meeting. The Corporation’s senior management will also present information about the Corporation’s performance during 2012 and will answer questions from stockholders. Stockholders Entitled to Vote at the Annual Meeting Our Board has established the record date for the annual meeting as March 25, 2013. Only holders of record of the Corporation’s common stock at the close of business on the record date are entitled to receive the Notice and to vote at the annual meeting. On March 25, 2013, the Corporation had 399,584,017 shares of common stock outstanding. Voting Procedures; Quorum If you are a stockholder of record, you may submit a proxy in two ways. First, you may follow the instructions on your Notice to vote by Internet or by telephone. Second, if you requested printed proxy materials, you may complete, sign, date and return the proxy card in the envelope enclosed with your printed proxy materials, which requires no postage stamp if mailed in the United States, so that it is received prior to our annual meeting. Finally, while we encourage voting in advance by proxy, stockholders of record also have the option of voting their shares in person at our annual meeting. The presence, in person or by proxy, of the holders of a majority of the shares entitled to vote at the annual meeting is necessary to constitute a quorum. Abstentions and ‘‘broker non-votes’’ are counted as present and entitled to vote for purposes of determining a quorum. A broker non-vote occurs when a nominee, such as a broker holding shares in ‘‘street name’’ for a beneficial owner, does not vote on a 1 particular proposal because that nominee does not have discretionary voting power with respect to a proposal and has not received instructions from the beneficial owner. Each share of common stock is entitled to one vote and stockholders do not have the right to cumulate their votes for the election of directors or any other matter. Directors are elected by the affirmative vote of a majority of the shares of common stock present and validly cast in the election in person or by proxy. Under applicable Delaware law, abstentions will have no effect in determining the outcome of this vote. Broker non-votes will also have no effect in determining the outcome of this vote. Approval of the non-binding, advisory vote of the named executive officers’ compensation, approval of the Amended and Restated Hertz Global Holdings, Inc. Employee Stock Purchase Plan, and ratification of the selection of PricewaterhouseCoopers LLP