What changed in this filing

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Item 9A. Controls and Procedures

2022-02-25 compared with 2021-02-26 · 33 added, 61 removed, 121 unchanged (44% of the section changed)

13 unchanged sentences

Based on that assessment, the Company's management believes that, as of December 31, 2021, the Company's ICFR was effective based on those criteria.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2020 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report appearing below, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020.

Changes in Internal Control over Financial Reporting

As discussed in Note 2 to the consolidated financial statements included in this annual report on Form 10-K, the Company completed the Merger with Mobile Mini on July 1, 2020.

As permitted by interpretive guidance for newly acquired businesses issued by the SEC Staff, management has excluded the ICFR of Mobile Mini from the evaluation of the Company's effectiveness of its ICFR as of December 31, 2020.

Total assets and revenues of Mobile Mini that were excluded from management’s assessment constitu te 26% of the C ompany’s consolidated total assets as of December 31, 2020 and 23% of consolidated total revenues for the year ended December 31, 2020.

The Company is engaged in the process of integrating policies, processes, people, technology and operations for the post-acquisition combined company, and it will continue to evaluate the impact of any related changes to ICFR.

Other than the items discussed above, there were no changes in our ICFR that occurred during the year ended December 31, 2020 that materially affected, or are reasonably likely to materially affect, our ICFR.

The effectiveness of the Company’s ICFR as of December 31, 2021 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report appearing below, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021 .

Changes in Internal C ontrol over Financial Reporting

There were no changes in our ICFR that occurred during the quarter ended December 31, 2021 that materially affected, or are reasonably likely to materially affect, our ICFR.

Report of Independent Registered Public Accounting Firm

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(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Mobile Mini, Inc., which is included in the 2020 consolidated financial statements of WillScot Mobile Mini Holdings Corp.

and constituted 26% of the Company's consolidated total assets as of December 31, 2020 and 23% of consolidated total revenues for the year ended December 31, 2020.

Our audit of internal control over financial reporting of WillScot Mobile Mini Holdings Corp.

also did not include an evaluation of the internal control over financial reporting of Mobile Mini, Inc.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2021 consolidated financial statements of the Company and our report dated February 25, 2022 expressed an unqualified opinion thereon.

19 unchanged sentences

Other Information

Transition of President and Chief Operating Officer

On February 25, 2021, the Company announced that Kelly Williams, its President and Chief Operating Officer, will leave the Company on July 31, 2021.

The Company and Mr.

Williams entered into a transition, separation and release agreement on February 25, 2021 (the "Williams Separation Agreement") relating to his transition and ultimate departure from the Company pursuant to which, among other things, in connection with his termination (i) Mr.

Williams will receive a lump-sum cash payment, (ii) Mr.

Williams' time-based equity will vest, and (iii) Mr.

Williams' performance-based equity will vest or not vest depending upon performance targets.

Williams will support the Company in all matters relating to the orderly transition of his duties and responsibilities and will be available to consult with the Company after his termination date.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the William Separation Agreement, which is filed as Exhibit 10.16 to this Annual Report on Form 10-K and incorporated herein by reference.

Adoption of Second Amended and Restated Bylaws

On February 24, 2021, the Board of Directors unanimously approved and adopted the Second Amended and Restated Bylaws of the Company (the "Second A&R Bylaws").

The bylaws of the Company were amended and restated to remove the requirement that the Company "shall" have a President and Chief Operating Officer, providing instead that the Company "may" appoint either of these roles.

The foregoing description of the Second A&R Bylaws is not complete and is subject to, and qualified in its entirety by reference to the full text of the Second A&R Bylaws, which are filed as Exhibit 3.2 of this Annual Report on Form 10-K and incorporated herein by reference.

Annual Executive Compensation Review

Pursuant to their Employment Agreements, the Compensation Committee of the Board has performed an annual review of executive compensation and made adjustments to the compensation of Mr.

Soultz and Mr.

Soutlz’ base salary was increased from $850,000 to $900,000, his annual target bonus was moved from 125% of base salary to 150% and his annual long-term incentive grant will be increased from $2,600,000 to $3,500,000.

Boswell’s base salary was increased from $525,000 to $600,000, his annual target bonus was moved from 75% of base salary to 125% and his annual long-term incentive grant will be increased from $1,050,000 to $1,400,000.

No amendments or modifications were made to their Employment Agreements.

Directors, Executive Officers and Corporate Governance

The information to be included under the captions “Proposal 1 – Election of Directors,” “Codes of Business Conduct and Ethics,” and “Audit Committee,” if applicable, in the Company’s definitive proxy statement for the 2021 annual meeting of stockholders, to be filed with the Securities and Exchange Commission, is hereby incorporated by reference in answer to this item.

The information to be included under the captions “Director Nominee Biographies & Qualifications,” “Codes of Business Conduct and Ethics,” and “Audit Committee,” in the Company’s definitive proxy statement for the 2022 annual meeting of stockholders, to be filed with the Securities and Exchange Commission, is hereby incorporated by reference in answer to this item.

Executive Compensation

The information to be included under the captions “Executive Compensation,” “Compensation Committee Interlocks and Insider Participation,” and “Compensation Committee Report,” if applicable, in the Company’s definitive proxy statement for the 2021 annual meeting of stockholders, to be filed with the Securities and Exchange Commission, is hereby incorporated by reference in answer to this item.

The information to be included under the captions “Executive Compensation,” “Compensation Committee Interlocks and Insider Participation,” and “Compensation Committee Report,” in the Company’s definitive proxy statement for the 2022 annual meeting of stockholders, to be filed with the Securities and Exchange Commission, is hereby incorporated by reference in answer to this item.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information to be included under the captions “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management,” if applicable, in the Company’s definitive proxy statement for the 2021 annual meeting of stockholders, to be filed with the Securities and Exchange Commission, is hereby incorporated by reference in answer to this item.

The information to be included under the captions “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management,” in the Company’s definitive proxy statement for the 2022 annual meeting of stockholders, to be filed with the Securities and Exchange Commission, is hereby incorporated by reference in answer to this item.

Certain Relationships and Related Transactions, and Director Independence

The information to be included under the captions “Certain Relationships and Related Party Transactions” and “Director Independence,” if applicable, in the Company’s definitive proxy statement for the 2021 annual meeting of stockholders, to be filed with the Securities and Exchange Commission, is hereby incorporated by reference in answer to this item.

The information to be included under the captions “Certain Relationships and Related Party Transactions” and “Director Independence,” in the Company’s definitive proxy statement for the 2022 annual meeting of stockholders, to be filed with the Securities and Exchange Commission, is hereby incorporated by reference in answer to this item.

Principal Accounting Fees and Services

3 unchanged sentences

Consolidated Financial Statements

Reports of Independent Registered Public Accounting Firm 74

Reports of Independent Registered Public Accounting Firm ( Ernst & Young, LLP , Baltimore, MD , PCAOB ID:

Consolidated Balance Sheets as of December 31, 2021 and December 31, 2020

16 unchanged sentences

Amended and Restated Certificate of Incorporation of WillScot Mobile Mini Holdings Corp (incorporated by reference to Exhibit 3.1(b) to the Current Report on Form 8-K of WillScot Corporation, filed July 1, 2020).

Second Amended and Restated Bylaws of WillScot Mobile Mini Holdings Corp.

Certificate of Amendment of Certificate of Incorporation, filed June 15, 2021 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed June 16, 2021)

Fourth Amended and Restated Bylaws of WillScot Mobile Mini Holdings Corp.

(incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed November 3, 2021).

Specimen Common Stock Certificate

Warrant Agreement dated as of September 10, 2015 between Double Eagle Acquisition Corp.

and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 of WillScot Corporation's Current Report on Form 8-K, filed September 16, 2015).

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 of WillScot C orporation ’s Registration Statement on Form S-1, filed August 13, 2015).

Warrant Agreement between WillScot Corporation and Continental Stock Transfer & Trust Company, dated as of August 15, 2018 (incorporated by reference to Exhibit 4.1 to WillScot Corporation's Current Report on Form 8-K, filed August 16, 2018).

3 unchanged sentences

Supplemental Indenture, dated July 1, 2020, to the Indenture dated June 15, 2020, by and among Williams Scotsman International, Inc.

(“WSII”) (as successor to Picasso Finance Sub, Inc.), the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to WillScot Corporation’s Current Report on Form 8-K, filed July 1, 2020).

(as successor to Picasso Finance Sub, Inc.), the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to WillScot Corporation’s Current Report on Form 8-K, filed July 1, 2020).

Indenture, dated as of August 25, 2020, by and between Williams Scotsman International, Inc., the guarantors named therein, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to WillScot Corporation’s Current Report on Form 8-K, filed on August 27, 2020.

1 unchanged sentence

and TDR Capital, L.L.P (incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K, filed July 1, 2020).

Second Supplemental Indenture, dated December 23, 2021, to the Indenture dated June 15, 2020, by and among Williams Scotsman, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee and collateral agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed December 27, 2021).

First Supplemental Indenture, dated December 23, 2021, to the Indenture dated August 25, 2020, by and among Williams Scotsman, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee and collateral agent (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K, filed December 27, 2021).

Description of Registered Securities

Private Placement Warrant Purchase Agreement dated September 10, 2015 among Double Eagle Acquisition Corp., Double Eagle Acquisition LLC, Harry E.

Sloan, Dennis A.

Miller, James M.

McNamara, Fredric D.

Rosen, the Sara L.

Rosen Trust, the Samuel N.

Rosen 2015 Trust and the Fredric D.

Rosen IRA, (incorporated by reference to Exhibit 10.3 of WillScot C orpor ation ’s Current Report on Form 8-K, filed September 16, 2015) .

Amended and Restated Registration Rights Agreement dated November 29, 2017 by and among WillScot Corporation, Sapphire Holding S.á r.l., Algeco/Scotsman Holdings S.á r.l., Double Eagle Acquisition LLC and the other parties named therein (incorporated by reference to Exhibit 10.8 of WillScot Corporation ’s Current Report on Form 8-K, filed December 5, 2017) .

Registration Rights Agreement between WillScot Corporation and each of the ModSpace Investors defined therein (incorporated by reference to Exhibit 10.1 to WillScot Corporation’s Form 8-K filed August 16, 2018).

5 unchanged sentences

Form of Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K, filed July 1, 2020).

Employment Agreement, dated as of March 1, 2020, by and between WillScot Corporation and Bradley Soultz (incorporated by reference to Exhibit 10.1 of WillScot Corporation’s Current Report on Form 8-K, filed March 5, 2020).

Amended and Restated Employment Agreement, dated as of September 7, 2021, by and between WillScot Corporation and Bradley Soultz (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed September 8, 2021).

Employment Agreement, dated as of March 1, 2020, by and between WillScot Corporation and Kelly Williams (incorporated by reference to Exhibit 10.2 of WillScot Corporation’s Current Report on Form 8-K, filed March 5, 2020).

Employment Agreement, dated as of March 1, 2020, by and between WillScot Corporation and Timothy Boswell (incorporated by reference to Exhibit 10.3 of WillScot Corporation’s Current Report on Form 8-K, filed March 5, 2020).

Amended and Restated Employment Agreement, dated as of September 7, 2021, by and between WillScot Corporation and Timothy Boswell (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed September 8, 2021).

Employment Agreement, dated as of March 1, 2020, by and between WillScot Corporation and Christopher Miner (incorporated by reference to Exhibit 10.4 of WillScot Corporation’s Current Report on Form 8-K, filed March 5, 2020).

2 unchanged sentences

Amended Employment Letter with Sally Shanks dated March 18, 2019 (incorporated by reference to Exhibit 10.1 to WillScot Corporation’s Current Report on Form 8-K, filed March 21, 2019).

Separation and Release Agreement, dated as of February 25, 2021, by and between WillScot M obile Mini Holdings Corp.

Separation and Release Agreement, dated as of February 25, 2021, by and between WillScot Mobile Mini Holdings Corp.

and Kelly Williams.

Form of Performance-Based Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed September 8, 2021).

First Amendment to the ABL Credit Agreement, dated December 2, 2020, among Williams Scotsman International, Inc.

and Bank of America, N.A., as Administrative Agent

LIBOR Transition Amendment, dated December 6, 2021, among Williams Scotsman International, Inc.

and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed December 13, 2021).

Third Amendment to the ABL Credit Agreement, dated December 16, 2021, by and among Williams Scotsman International, Inc., the other loan parties party thereto and Bank of America, N.A., as administrative agent and collateral agent for itself and the other secured parties (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed December 16, 2021).

Code of Ethics for the Chief Executive Officer and Senior Financial Officers, effective November 14, 2019 (incorporated by reference to Exhibit 14.1 of WillScot Corporation’s Current Report on Form 8-K, filed November 15, 2019).

3 unchanged sentences

Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act

Certification of Chief Executive Officer Pursuant to 18 USC.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act

Certification of Chief Financial Officer Pursuant to 18 USC.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act

Certification of Chief Executive Officer Pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act

Certification of Chief Financial Officer Pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act

101** Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.

104** Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set.

* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company hereby undertakes to furnish copies of any of the omitted schedules upon request by the Securities and Exchange Commission.

** Filed herewith

Pursuant to the requirements of the Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

8 unchanged sentences

/s/ TIMOTHY D.

BOSWELL Chief Financial Officer (Principal Financial Officer) February 26, 2021

SHANKS Chief Accounting Officer (Principal Accounting Officer) February 26, 2021

BOSWELL President and Chief Financial Officer (Principal Financial Officer) February 25, 2022

SHANKS Chief Accounting Officer

(Principal Accounting Officer) February 25, 2022

/s/ ERIK OLSSON Chairman of the Board February 25, 2022

5 unchanged sentences

HOLTHAUS Director February 25, 2022

/s/ GARY LINDSAY Director February 26, 2021

/s/ REBECCA L.

OWEN Director February 25, 2022

/s/ KIMBERLY J.

MCWATERS Director February 25, 2022

/s/ STEPHEN ROBERTSON Director February 26, 2021

Stephen Robertson

/s/ JEFF SAGANSKY Director February 25, 2022

3 unchanged sentences

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 9A. Controls and Procedures