What changed in this filing

/stocks — the workspaceLOADING

Item 3. Legal Proceedings

2023-02-07 compared with 2022-02-23 · 25 added, 84 removed, 49 unchanged (69% of the section changed)

LEGAL PROCEEDINGS

Information related to the Chapter 11 Cases that were filed on May 22, 2020 is included in Note 1, "Background," to the Notes to our consolidated financial statements in this 2021 Annual Report under the caption Item 8, "Financial Statements and Supplementary Data."

For a description of certain pending legal proceedings, see Note 15, "Contingencies and Off-Balance Sheet Commitments," to the Notes to our consolidated financial statements in this 2022 Annual Report under the caption Item 8, "Financial Statements and Supplementary Data."

MINE SAFETY DISCLOSURES

Not applicable.

HERTZ GLOBAL HOLDINGS, INC.

2 unchanged sentences

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The table below sets forth the names, ages, number of years employed by the Company as of February 17, 2022 and positions of our executive officers.

On February 4, 2022, we announced that Hertz Global's Board of Directors appointed Stephen M.

Scherr as Chief Executive Officer, effective February 28, 2022.

Mr Scherr will also serve as a member of the Board of Directors.

Fields will step down from his role as Interim Chief Executive Officer on such date, and will continue to serve as a member of the Board of Directors.

The table below sets forth, as of January 26, 2023, the names, ages, number of years employed by the Company and positions of our executive officers.

Name Age Number of Years Employed Position

Mark Fields 61 — Interim Chief Executive Officer

Scherr 58 — Chief Executive Officer

Stone 52 4 President and Chief Operating Officer

Cheung 40 4 Executive Vice President and Chief Financial Officer

Arrington 45 10 Executive Vice President, Revenue Management and Fleet Operations

David Galainena 64 2 Executive Vice President, General Counsel and Secretary

McPherson 55 35 Executive Vice President, North America Operations

Langley-Hawthorne 53 — Executive Vice President and Chief Information Officer

Smith 44 19 Executive Vice President, Sales, Marketing and Customer Experience

Batcheler 49 — Executive Vice President, General Counsel and Secretary

Leef 49 2 Executive Vice President and Chief Human Resources Officer

Brav 59 2 President - Hertz International

Brooks 52 2 Senior Vice President and Chief Accounting Officer

Fields has served as Interim Chief Executive Officer since October 2021.

Fields has served as a director of Hertz Global since June 2021.

Scherr has served as Chief Executive Officer and a member of the Company's Board of Directors since February 2022.

Scherr was appointed Chairperson of the Board of Directors in January 2023.

Prior to joining the Company, Mr.

Fields served as a Senior Advisor at TPG Capital LP, a global alternative asset firm beginning in October 2017.

Prior to that role, Mr.

Fields was president and CEO of Ford Motor Company from 2014 to 2017 and chief operating officer from 2012 to 2014.

Fields joined Ford in 1989 and progressed through a number of leadership positions in the U.S., South America, Asia and Europe.

He was executive vice president and president of the Americas from 2005 to 2012;

executive vice president and CEO of the Premier Automotive Group and Ford Europe from 2004 to 2005;

chairman and CEO of the Premier Automotive Group from 2002 to 2004;

and president and CEO of Mazda Motor Corporation from 2000 to 2002.

Scherr spent nearly three decades at Goldman Sachs, leading a range of strategic and operational functions.

He most recently served as Chief Financial Officer of Goldman Sachs from 2018 through 2021, and CEO of Goldman Sachs Bank USA and Head of the Consumer & Commercial Bank Division from 2016 to 2018.

Prior to joining Goldman Sachs, Mr.

Scherr practiced law.

Scherr holds a J.D.

from Harvard Law School and an A.B.

from the Woodrow Wilson School of Public and International Affairs at Princeton University.

Stone has served as President and Chief Operating Officer of the Company since October 2021.

14 unchanged sentences

Cheung worked for General Electric Company, a multinational conglomerate, in various roles across Supply Chain, Operations and Financial Planning & Analysis.

Batcheler has served as Executive Vice President, General Counsel and Secretary of the Company since May 2022.

Batcheler has more than 15 years of experience as a general counsel and senior leader of publicly-traded companies, and more than 20 years of experience practicing law.

Prior to joining the Company, Ms.

Batcheler served as Executive Vice President, General Counsel and Corporate Secretary at Conagra Brands, Inc., one of North America's leading branded food companies, from September 2009 to April 2022.

Prior to that, she served in other senior management roles at Conagra since June 2006.

Prior to joining Conagra, Ms.

Batcheler served as Vice President and Corporate Secretary at Albertson's, Inc., Associate Counsel with The Cleveland Clinic Foundation and as an Associate with the law firm of Jones Day.

She earned her J.D.

from Case Western Reserve School of Law, and a Bachelor of Arts degree in political science from the State University of New York College at Fredonia.

Leef has served as Executive Vice President and Chief Human Resources Officer of the Company since February 2021 and previously served as Senior Vice President and Chief Human Resources Officer beginning

HERTZ GLOBAL HOLDINGS, INC.

2 unchanged sentences

INFORMATION ABOUT OUR EXECUTIVE OFFICERS (Continued)

Arrington has served as Executive Vice President, Revenue Management & Fleet Operations of the Company since September 2020.

He previously served as Senior Vice President - Fleet Management and Operations of the Company beginning in October 2013.

From 2000 to 2013, Mr.

Arrington was in a variety of leadership roles, including revenue management, operations and fleet planning, at Dollar Thrifty Group, which was purchased by the Company in 2012.

Galainena has served as Executive Vice President, General Counsel and Secretary of the Company since April 2019.

Prior to joining the Company, Mr.

Galainena was in private practice as a Partner at Winston & Strawn LLP, an international law firm, which he joined in 1995.

Galainena has more than thirty years of private practice experience concentrating in structured finance, capital markets and general financing matters.

McPherson has served as Executive Vice President, North America Operations of the Company since May 2020.

McPherson previously served as Regional Vice President Operations for the Company’s U.S.

Southwest Region between May 2018 and May 2020 and as Vice President Operations for Hertz Local Edition from January 2016 to May 2018.

McPherson began his career at the Company in 1986 and has held a variety of positions and leadership roles in Operations.

Langley-Hawthorne has served as Executive Vice President and Chief Information Officer of the Company since October 2021.

Prior to joining the Company, Mr.

Langley-Hawthorne served as Senior Vice President, Chief Information Officer at Hitachi Vantara, a hi-tech subsidiary of Hitachi Ltd.

operating in more than 100 countries, from January 2020 to October 2021 and as Vice President, Technology Operations and Business Management from May 2018 to December 2019.

Before joining Hitachi Vantara, Mr.

Langley-Hawthorne served as Senior Vice President, Technology Operations at Western Union from April 2017 to April 2018 and as Senior Vice President, Global Customer Care Operations and Technology from January 2015 to March 2017 and as Vice President, Technology Governance from October 2012 to December 2014.

Prior to that, Mr.

Langley-Hawthorne spent 20 years in various information technology, consulting and commercial roles at Information Services Group, Electronic Data Systems, and IBM Australia.

Smith has served as Executive Vice President, Sales, Marketing and Customer Experience of the Company since December 2020 and previously served as Executive Vice President, Global Marketing and Customer Experience of the Company beginning June 2020.

Smith previously served as Senior Vice President, Customer Experience of the Company from August 2019 to June 2020.

Prior to this, Ms.

Smith served as Vice President, Customer Experience of the Company from October 2017 to August 2019 and as Senior Director, Customer Service Excellence from February 2016 to September 2017.

Smith began her career at the Company in 2002 and has held a variety of leadership positions in Operations and Marketing.

September 2020.

Prior to joining the Company, Mr.

2 unchanged sentences

Leef served as Executive Director, HR Client Support for GE and GE Appliances, a Haier Company, from 2013 to September 2019 and held various other HR roles for GE Appliances since 2003.

Brav has served as President - Hertz International for the Company since November 2019.

Prior to joining the Company, Ms.

Brav served as Principal and Owner at AB Consulting & Advisors, a hospitality and entrepreneurial consulting firm she founded in January 2018.

From August 2011 to December 2017, Ms.

Brav served as Chief Executive Officer, Europe and Northern Africa for InterContinental Hotels Group ("IHG"), a multinational hospitality company.

From January 2001 to August 2011, Ms.

Brav held multiple operational and strategic roles in the U.S.

and Europe for IHG, including Chief Operating Officer, North America and other senior executive positions.

HERTZ GLOBAL HOLDINGS, INC.

AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

INFORMATION ABOUT OUR EXECUTIVE OFFICERS (Continued)

Brooks has served as Senior Vice President, Chief Accounting Officer of the Company since October 2020.

11 unchanged sentences

THE HERTZ CORPORATION AND SUBSIDIARIES

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

As of February 17, 2022, there were 971 holders of record of Hertz Holdings common stock.

Hertz Holdings paid no cash dividends on its common stock in 2021 or 2020, and it does not expect to pay dividends on its common stock for the foreseeable future.

Since Hertz Holdings does not conduct business itself, it primarily funds dividends on, and repurchases of, its common stock using dividends from Hertz or amounts borrowed under a master loan agreement with Hertz.

The credit agreements governing Hertz's First Lien Credit Facilities restrict Hertz's ability to make dividends and certain payments, including payments to Hertz Holdings for dividends on Hertz Holdings' common stock or for share repurchases.

NYSE Delisting and Nasdaq Listing

As a result of the filing of the Chapter 11 Cases, the New York Stock Exchange (the "NYSE") suspended trading of Hertz Global common stock after the market close on October 29, 2020.

On October 30, 2020, Hertz Global common stock began trading exclusively on the over-the-counter ("OTC") market under the symbol "HTZGQ," and was delisted from the NYSE on November 10, 2020.

Upon deregistration of Hertz Global common stock under Section 12(b) of the Exchange Act, Hertz Global common stock remained registered under Section 12(g) of the Exchange Act.

On the Effective Date, all of the Hertz Global common stock then existing was cancelled and Hertz Global issued 471,102,462 shares of its new common stock pursuant to the Plan of Reorganization.

On November 8, 2021, reorganized Hertz Global successfully completed the registration of its new common stock and Public Warrants with the SEC for a public offering by certain selling stockholders pursuant to a Registration Statement on Form S-1.

On November 9, 2021, reorganized Hertz Global's common stock and Public Warrants began trading on The Nasdaq Global Select Market ("Nasdaq") under the trading symbols "HTZ" and "HTZWW," respectively.

In conjunction with the Nasdaq listing, certain selling stockholders offered and sold 44,520,000 shares of Hertz Global's common stock to the public.

Of these shares, Hertz Global repurchased from the underwriters 10,344,828 shares for an aggregate purchase price of $300 million.

This amount is included in treasury stock in the accompanying Hertz Global consolidated balance sheet as of December 31, 2021 under the caption Item 8, "Financial Statements and Supplementary Data” included in this 2021 Annual Report.

Repurchases of Equity Securities

Share Repurchase Program for Common Stock

In November 2021, Hertz Global's Board of Directors approved a share repurchase program that authorizes the repurchase of up to $2.0 billion worth of shares of Hertz Global's outstanding common stock.

Any repurchases will be made at the discretion of management through a variety of methods, such as open-market transactions (including pre-set trading plans pursuant to Rule 10b5-1 of the Exchange Act), privately negotiated transactions, accelerated share repurchases, and other transactions in accordance with applicable securities laws.

The share repurchase authorization has no initial time limit, does not obligate us to acquire any particular amount of common

HERTZ GLOBAL HOLDINGS, INC.

AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 3. Legal Proceedings