2019 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT HERTZ GLOBAL HOLDINGS, INC. May 24, 2019 at 10:30 AM Hertz Worldwide Headquarters 8501 Williams Road Estero, Florida 33928 Hertz Global Holdings, Inc. 8501 Williams Road Estero, FL 33928 April 5, 2019 Dear Fellow Stockholders: You are cordially invited to attend our 2019 annual meeting of stockholders (the "2019 Annual Meeting") to be held at 10:30 AM (Eastern Time) on May 24, 2019, at our Hertz Worldwide Headquarters, located at 8501 Williams Road, Estero, Florida 33928. We will be using the “Notice and Access” method of providing proxy materials to you via the Internet at www.proxyvote.com instead of providing the proxy materials by mail. On or about April 10, 2019, 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 2018 and how to vote. The Notice also contains instructions on how to receive a paper copy of your proxy materials. Your vote is important and we encourage you to vote as promptly as possible. Whether you plan to attend the 2019 Annual Meeting 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 2019 Annual Meeting, you may vote in person. Registration and seating will begin at 10:00 AM (Eastern Time). In order to be admitted to the 2019 Annual Meeting, a stockholder must present proof of stock ownership as of the close of business on the record date, April 1, 2019, which can be the Notice, a proxy card or a brokerage statement reflecting stock ownership as of April 1, 2019. Stockholders will be asked to sign an attendance 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 2019 Annual Meeting. Thank you for considering the matters presented in the proxy statement. Sincerely, Henry R. Keizer Independent Non-Executive Chair NOTICE OF 2019 ANNUAL MEETING OF STOCKHOLDERS The Board of Directors of Hertz Global Holdings, Inc. (the "Company") is soliciting proxies to be used at the 2019 annual meeting of stockholders (the "2019 Annual Meeting") to be held on the following date, at the following time and location, and with the following record date: Time and Date: 10:30 AM (Eastern Time), on Friday, May 24, 2019 Location: Hertz Worldwide Headquarters, located at 8501 Williams Road, Estero, Florida 33928 Record Date: April 1, 2019 Proposals 1. Election of the eight nominees identified in the accompanying proxy statement to serve as directors until the next annual meeting of stockholders; 2. Approval of the amended and restated Hertz Global Holdings, Inc. 2016 Omnibus Incentive Plan, including an increase in the number of shares reserved for issuance by 2,490,000; 3. Ratification of the selection of Ernst & Young LLP as the Company’s independent registered certified public accounting firm for 2019; 4. Approval, by a non-binding advisory vote, of the named executive officers’ compensation; and 5. Transaction of any other business that may properly be brought before the 2019 Annual Meeting. The Board of Directors recommends a vote "FOR" each of Proposals 1, 2, 3 and 4. Who Can Vote Only holders of record of the Company’s common stock at the close of business on April 1, 2019 will be entitled to vote at the 2019 Annual 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 5, 2019, and we expect to first send the Notice to stockholders on or about April 10, 2019. M. David Galainena Executive Vice President, General Counsel and Secretary Estero, Florida April 5, 2019 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held May 24, 2019 The Notice of the 2019 Annual Meeting and Proxy Statement and the 2018 Annual Report to Stockholders are available at www.proxyvote.com CONTENTS AND DEFINED TERMS Contents Election of Directors (Proposal 1) 1 2018 Say-on-Pay Advisory Vote on Executive Compensation . 36 How We Evaluate Director Nominees . 1 Key Features of Our Executive Compensation Program. 37 Director Nominees . 1 2018 Target Pay Mix for NEOs . 37 Director Election Standards . 1 Summary of Annual Compensation Decision-Making Process . 38 Corporate Governance 8 Components of Our Executive Compensation Program . 40 Director Independence. 8 Other Compensation Elements . 49 Board Evaluation Process . 8 Clawback Policy . 49 Director Orientation and Education . 9 Stock Ownership Guidelines and Hedging Policy . 50 Meetings and Committees of the Board of Directors . 9 Policies on Timing of Equity Awards . 50 Roles and Responsibilities of the Board Committees . 10 Tax and Accounting Considerations . 50 Risk Oversight . 11 Compensation Committee Report 52 Stockholder Communications with the Board. 12 Summary Compensation Table 53 Director Nominations . 12 2018 Grants of Plan-Based Awards 55 Policy on Diversity . 12 Outstanding Equity Awards at Fiscal Year-End 2018 57 Director Search . 12 2018 Option Exercises and Stock Vested 59 Corporate Governance Guidelines. 13 Pension Benefits 60 Our Board Leadership . 13 2018 Pension Plan Table. 60 Certain Relationships and Related Party Transactions . 13 2018 Non-Qualified Deferred Compensation Benefits 61 Indemnification Agreements. 15 Potential Payments on Termination or Change in Control 62 Corporate Responsibility . 16 Severance Plan and Employment, Separation and Change 2018 Director Compensation 18 in Control Agreements 64 Determination of Non-Employee Director Compensation . 18 CEO Pay Ratio 68 Annual Non-Employee Director Compensation . 18 Ownership of Our Common Stock 69 Approval of Amended and Restated Hertz Global Proxy Procedures and Information About the Annual Holdings, Inc. 2016 Omnibus Incentive Plan (Proposal 2) 20 Meeting 72 Required Vote to Approve the Proposal . 21 Stockholders Entitled to Vote at the Annual Meeting. 72 Summary of the Amended Plan . 21 Voting Procedures . 72 Ratification of Appointment of Independent Registered Procedures for Attending and Voting at the 2019 Annual Accounting Firm (Proposal 3) 28 Meeting . 72 Required Vote to Approve the Proposal . 29 Notice of Internet Availability of Proxy Materials . 72 Audit Committee Report 30 Voting Options; Quorum . 72 Audit and Other Fees 32 Revocation of Proxies . 73 Advisory Approval of Executive Compensation (Proposal Solicitation of Proxies . 73 4) 33 Additional Information . 73 Effect of Proposal . 33 Other Business . 73 Required Vote to Approve the Proposal . 33 Important Notice Regarding the Availability of Proxy Materials Compensation Discussion and Analysis 34 for the Annual Meeting. 74 Executive Summary . 34 Proposals for 2020 Annual Meeting of Stockholders. 74 2018 Financial and Operational Highlights. 34 2018 Annual Report. 74 Key Features of 2018 Executive Compensation Program . 36 Annex A - Non-GAAP Measures 75 Compensation Philosophy . 36 Annex B - Amended and Restated Hertz Global Holdings, Stockholder Input on Our Compensation Programs. 36 Inc. 2016 Omnibus Incentive Plan 78 Defined Terms Unless the context otherwise requires in this proxy statement, we use the following defined terms: • “2018 Annual Report” means the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018. • "2019 Annual Meeting" means the 2019 annual meeting of our stockholders. • “Adjusted Corporate EBITDA” is a non-GAAP measure. For the definition of "Adjusted Corporate EBITDA" and its reconciliation to its most comparable GAAP measure see Annex A to this proxy statement. i Hertz Global Holdings, Inc. 2019 Proxy Statement Contents and Defined Terms • "Adjusted Corporate EBITDA Margin" is a non-GAAP measure. For the definition of “Adjusted Corporate EBITDA Margin” see Annex A to this proxy statement. • “Adjusted Net Income (Loss)” is a non-GAAP measure. For the definition of "Adjusted Net Income (Loss)" and its reconciliation to its most comparable GAAP measure see Annex A to this proxy statement. • "All Other Operations" means the reportable segment comprised primarily of the Company's Donlen business and the Company's other business activities, which comprise less than 1% of revenues and expenses of the segment. • “Board” means the Board of Directors of the Company. • “common stock” means the common stock of the Company. • "Code" means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. • “Company” means Hertz Global Holdings, Inc., which was formerly known as Hertz Rental Car Holding Company, Inc. until June 30, 2016, and “we,” “us” and “our” mean the Company and its consolidated subsidiaries. • "Donlen" means Donlen Corporation, a consolidated subsidiary of the Company. Donlen conducts our vehicle leasing and fleet management services. • “former Hertz Holdings” means Hertz Global Holdings, Inc., which was renamed Herc Holdings Inc. on June 30, 2016 in connection with the Spin-Off. • "GAAP" means accounting principles generally accepted in the U.S. • “Gross EBITDA” is a non-GAAP measure. For for the definition of "Gross EBITDA" and its reconciliation to its most comparable GAAP measure see Annex A to this proxy statement. • “Hertz” means The Hertz Corporation, our primary operating company. • "International RAC" means our international rental car reportable segment. • "NYSE" means the New York Stock Exchange. • "Options" shall have the meaning assigned to it in the Amended Plan attached as Annex B hereto. • "Performance Stock Units" shall have the meaning assigned to it in the Amended Plan attached as Annex B hereto. • "Restricted Stock Units" shall have the meaning assigned to it in the Amended Plan attached as Annex B hereto. • "SEC" means the U.S.