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Notice of Annual Meeting of Stockholders and Proxy Statement May 31, 2017

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Notice of Annual Meeting of Stockholders and Proxy Statement May 31, 2017 Notice of Annual Meeting of Stockholders and Proxy Statement May 31, 2017 Hertz Global Holdings, Inc. 8501 Williams Road Estero, FL 33928 April 13, 2017 Dear Stockholder: You are cordially invited to attend our annual meeting of stockholders to be held at 10:30 a.m. (Eastern Time) on May 31, 2017, via the Internet at www.virtualshareholdermeeting.com/HTZ2017. We will be using the “Notice and Access” method of providing proxy materials to you via the Internet at www.proxyvote.com, instead of by mail. On or about April 18, 2017, 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 2016 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 via the Internet or not, you may vote by following the instructions set forth in the Notice, this proxy statement or as set forth in the proxy card. If you attend the annual meeting via the Internet, you may vote your shares online. Log-in for the annual meeting will begin at 10:00 a.m. (Eastern Time). In order to vote and participate at the annual meeting, a stockholder must be a stockholder as of the close of business on the record date, April 3, 2017. Sincerely, /s/ Henry R. Keizer Henry R. Keizer Independent Non-Executive Chair NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF HERTZ GLOBAL HOLDINGS, INC. Time and Date: 10:30 a.m. (Eastern Time), May 31, 2017. Place: Via the Internet at www.virtualshareholdermeeting.com/HTZ2017. Proposals: 1. Election of the seven nominees identified in the accompanying proxy statement to serve as directors until the next annual meeting of stockholders; 2. Approval, by a non-binding advisory vote, of the named executive officers’ compensation; 3. Approval, by a non-binding advisory vote, on the frequency of future votes on the named executive officers’ compensation; 4. Approval of the Hertz Global Holdings, Inc. 2016 Omnibus Incentive Plan; 5. Approval of the Hertz Global Holdings, Inc. Senior Executive Bonus Plan; 6. Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered certified public accounting firm for the year 2017; and 7. Transaction of any other business that may properly be brought before the annual meeting. The Board of Directors of the Company recommends a vote FOR each of Proposals 1, 2, 4, 5 and 6 and 1 year on Proposal 3. Who Can Vote: Only holders of record of the Company’s common shares at the close of business on April 3, 2017 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”) or through the procedures described in this proxy statement. Date of Mailing: This proxy statement and accompanying materials were filed with the Securities and Exchange Commission on April 13, 2017, and we expect to first send the Notice to stockholders on or about April 18, 2017. /s/ Richard J. Frecker Richard J. Frecker Executive Vice President, General Counsel and Secretary Estero, Florida April 13, 2017 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held May 31, 2017 The Notice of the 2017 Annual Meeting and Proxy Statement and the 2016 Annual Report on Form 10-K are available at www.proxyvote.com Table of Contents Section/Proposal Page PROXY PROCEDURES AND INFORMATION ABOUT THE ANNUAL MEETING ...................... 1 CORPORATE GOVERNANCE ............................................................. 4 ELECTION OF DIRECTORS ............................................................... 10 COMPENSATION DISCUSSION AND ANALYSIS: EXECUTIVE SUMMARY.......................... 17 COMPENSATION DISCUSSION AND ANALYSIS............................................... 20 COMPENSATION COMMITTEE REPORT . 36 SUMMARY COMPENSATION TABLE ........................................................ 37 EXECUTIVE COMPENSATION ............................................................. 39 DIRECTOR COMPENSATION.............................................................. 51 ANNUAL MEETING PROPOSALS: SAY ON PAY . 53 ANNUAL MEETING PROPOSALS: SAY ON FREQUENCY ....................................... 54 ANNUAL MEETING PROPOSALS: APPROVAL OF THE HERTZ GLOBAL HOLDINGS, INC. 2016 OMNIBUS INCENTIVE PLAN .............................................................. 55 ANNUAL MEETING PROPOSALS: APPROVAL OF THE HERTZ GLOBAL HOLDINGS, INC. SENIOR EXECUTIVE BONUS PLAN ........................................................ 63 ANNUAL MEETING PROPOSALS: AUDITOR APPROVAL........................................ 66 AUDITOR INFORMATION ................................................................. 67 AUDIT COMMITTEE REPORT ............................................................. 68 BENEFICIAL OWNERSHIP . 69 OTHER MATTERS ....................................................................... 72 ANNEX A: NON-GAAP MEASURES . A-1 ANNEX B: HERTZ GLOBAL HOLDINGS, INC. 2016 OMNIBUS INCENTIVE PLAN . B-1 ANNEX C: HERTZ GLOBAL HOLDINGS, INC. SENIOR EXECUTIVE BONUS PLAN................... C-1 PROXY PROCEDURES AND INFORMATION ABOUT THE ANNUAL MEETING IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND PROXY PROCEDURES The Board of Directors of Hertz Global Holdings, Inc. 4. Approval of the Hertz Global Holdings, Inc. is soliciting proxies to be used at the annual meeting 2016 Omnibus Incentive Plan; of stockholders to be held on May 31, 2017, beginning at 10:30 a.m. (Eastern Time) via the Internet at 5. Approval of the Hertz Global Holdings, Inc. www.virtualshareholdermeeting.com/HTZ2017. This Senior Executive Bonus Plan; proxy statement and accompanying materials were 6. Ratification of the selection of filed with the Securities and Exchange Commission PricewaterhouseCoopers LLP as the (the “SEC”) on April 13, 2017, and we expect to Company’s independent registered certified first send the Notice of Internet Availability of Proxy public accounting firm for the year 2017; and Materials (the “Notice”) to stockholders on or about April 18, 2017. 7. Transaction of any other business that may properly be brought before the Unless the context otherwise requires, in this proxy annual meeting. statement (i) the “Company” means Hertz Global Holdings, Inc., which was formerly known as Hertz The Company’s senior management will Rental Car Holding Company, Inc. until June 30, 2016, answer questions submitted in advance (ii) “Hertz” means The Hertz Corporation, our primary from stockholders via the Internet at operating company, (iii) “we,” “us” and “our” mean the www.virtualshareholdermeeting.com/HTZ2017. Company and its consolidated subsidiaries, (iv) “our Board” or “the Board” means the Board of Directors Stockholders Entitled to Vote at the Annual Meeting of the Company, (v) “our common stock” means the Our Board has established the record date for the common stock of the Company, (vi) “former Hertz annual meeting as April 3, 2017. Only holders of Holdings” means Hertz Global Holdings, Inc., which record of the Company’s common stock at the close was renamed Herc Holdings Inc. on June 30, 2016 in of business on the record date are entitled to receive connection with the Spin-Off, and (vii) the “Spin-Off” the Notice and vote at the annual meeting. On April 3, means the separation of former Hertz Holdings’ car 2017, the Company had approximately 83,706,286 rental business from the equipment rental business shares of common stock outstanding. through a reverse spin-off, which was completed on June 30, 2016. Voting Procedures Purpose of the Annual Meeting If you are a stockholder of record, you may vote as set forth in the Notice, or as follows: At the annual meeting, stockholders will act upon the matters set forth in the Notice, including: • Voting by Internet: Follow the instructions on www.proxyvote.com or at 1. Election of the seven nominees identified in www.virtualshareholdermeeting.com/HTZ2017. this proxy statement to serve as directors until the next annual meeting of stockholders; • Voting by Telephone: Call 1-800-690-6903 and follow the instructions provided by the 2. Approval, by a non-binding advisory vote, of recorded message. the named executive officers’ compensation; • Voting by Mail: Complete, sign and date 3. Approval, by a non-binding advisory vote, on the proxy card included in the printed the frequency of future votes on the named proxy materials. executive officers’ compensation; Hertz Global Holdings, Inc. 2017 Proxy Statement 1 PROXY PROCEDURES AND Information ABOUT THE ANNUAL MEETING Notice of Internet Availability of Proxy Materials We are permitted to furnish proxy materials, including this proxy statement and our annual report to stockholders for 2016, to our stockholders by providing access to such documents on the Internet at www.proxyvote.com instead of mailing printed copies. Our stockholders will not receive printed copies of the proxy materials unless they are requested. Instead, the Notice will instruct you as to how you may access and review all of the proxy materials on the Internet. It will also instruct you as to how you may submit your proxy on the Internet. If you would like to receive a paper or e-mail copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice.
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