What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-02-22 compared with 2022-02-25 · 48 added, 29 removed, 125 unchanged (38% of the section changed)

48 unchanged sentences

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,” 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.

The information to be included under the captions “Security Ownership of Certain Beneficial Owners and Management,” in the Company’s definitive proxy statement for the 2023 annual meeting of stockholders, to be filed with the Securities and Exchange Commission, is hereby incorporated by reference in answer to this item.

Securities Authorized for Issuance under Equity Compensation Plans

On February 5, 2018, we filed a registration statement on Form S-8, registering 4,000,000 shares of Common Stock, relati ng to awards to be undertaken in the future, with such vesting conditions, as applicable, to be determined in accordance with the WillScot Corporation 2017 Incentive Award Plan (the "2017 Incentive Award Plan").

On July 2, 2020, we filed a registration statement on Form S-8 registering 6,488,988 shares of Common Stock (including 1,488,988 shares that remained available under the 2017 Incentive Award Plan), relating to awards to be undertaken in the future, with such vesting conditions, as applicable, to be determined in accordance with the WillScot Mobile Mini 2020 Incentive Award Plan (the "2020 Incentive Plan").

The following types of awards can be issued under the 2020 Incentive Plan:

non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance compensation awards and stock bonus awards.

See Note 16 in Part II, Item 8 herein for additional information.

The following table sets forth information as of December 31, 2022 with respect to compensation plans under which equity securities are authorized for issuance:

Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants, and rights

Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected the first column)

Equity compensation plans approved by security holders

3,344,121 (1) $ 13.60 (2) 3,999,228

Equity compensation plans not approved by security holders

Total 3,344,121 $ 13.60 3,999,228

(1) Includes (a) 0.5 million stock options, (b) 0.8 million restricted stock units and 2.0 million performance-based restricted stock units based on relative total stockholder return ("TSR") attainment levels at December 31, 2022, and (c) 0.04 million restricted stock awards issued to non-employee directors.

(2) The weighted-average exercise price is reported for the outstanding stock options reported in the first column.

There are no exercise prices for the restricted stock units, performance-based restricted stock units or restricted stock awards in the first column.

In connection with the Merger, on July 2, 2020, we converted Mobile Mini's outstanding fully vested stock options to 7,361,516 WillScot Mobile Mini stock options using a conversion ratio of 2.405.

As of December 31, 2022, 864,276 options were outstanding and exercisable;

each option is exercisable for one share of Common Stock.

The weighted average exercise price of the outstanding options was $12.91 as of December 31, 2022.

These options are not included in the table above as they were not issued under the incentive award plans.

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,” 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.

The information to be included under the captions “Director Independence,” in the Company’s definitive proxy statement for the 2023 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

6 unchanged sentences

Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021 and 2020

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2021, 2020 and 2019

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 2021 and 2020

Consolidated Statements of Changes in Equity for the Years Ended December 31, 2022, 2021 and 2020

6 unchanged sentences

Exhibit Description

Agreement and Plan of Merger, dated as of March 1, 2020, by and among WillScot Corporation, Picasso Merger Sub, Inc.

and Mobile Mini, Inc.

(incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of WillScot Corporation, filed March 5, 2020).

Amendment to Agreement and Plan of Merger, dated May 28, 2020, by and among WillScot Corporation, Mobile Mini, Inc.

and Picasso Merger Sub, Inc.

(incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of WillScot Corporation, filed June 2, 2020).

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).

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.

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

Certificate of Amendment of Certificate of Incorporation of WillScot Mobile Mini Holdings Corp (incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K, filed June 3, 2022)

Fifth 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 2, 2022).

Specimen Common Stock Certificate

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).

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.5 of WillScot Corporation's Registration Statement on Form S-3.

filed January 24, 2019).

Indenture, dated as of June 15, 2020, by and between Picasso Finance Sub, Inc., and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 of WillScot Corporation’s Report on Form 8-K, filed June 16, 2020).

7 unchanged sentences

Description of Registered Securities

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).

ABL Credit Agreement, dated July 1, 2020, by and among Williams Scotsman Holdings Corp., WSII, the guarantors party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed July 1, 2020).

4 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).

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).

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).

Amended and Restated Employment Agreement, dated as of September 7, 2021, by and between WillScot Mobile Mini Holdings Corp.

and Bradley Soultz (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed September 8, 2021).

Amended and Restated Employment Agreement, dated as of September 7, 2021, by and between WillScot Mobile Mini Holdings Corp.

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).

Employment Agreement, dated as of March 1, 2020, by and between WillScot Corporation and Hezron Lopez (incorporated by reference to Exhibit 10.5 of WillScot Corporation’s Current Report on Form 8-K, filed March 5, 2020).

Amended and Restated Employment Agreement, dated as of June 3, 2022, by and between WillScot Mobile Mini Holdings Corp.

and Hezron Lopez (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed June 7, 2022).

Employment Letter with Sally Shanks dated August 23, 2017 (incorporated by reference to Exhibit 10.17 of WillScot Corporation’s Annual Report on Form 10-K, filed March 16, 2018).

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 Mobile Mini Holdings Corp.

and Kelly Williams.

Transition, Separation and Release Agreement, dated as of April 21, 2022, by and between WillScot Mobile Mini Holdings Corp.

and Christopher J.

Miner (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed April 26, 2022).

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

and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.16 of the Company’s Annual Report on Form 10-K, filed February 25, 2022).

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

1 unchanged sentence

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).

Fourth Amendment to the ABL Credit Agreement, dated June 30, 2022, by and among Williams Scotsman, Inc., Williams Scotsman Holdings Corp., the other Loan Parties thereto and Bank of America, N.A.

as administrative agent, collateral agent and swingline lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed July 1, 2022).

Amended and Restated Employment Agreement with Graeme Parkes dated February 16, 2023

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).

7 unchanged sentences

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

1 unchanged sentence

WillScot Mobile Mini Holdings Corp.

/s/ CHRISTOPHER J.

February 25, 2022 Christopher J.

Executive Vice President & Chief Legal Officer

/s/ Hezron Timothy Lopez

February 22, 2023 Name:

Hezron Timothy Lopez

Executive Vice President, Chief Legal & Compliance Officer & ESG

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

8 unchanged sentences

BARTLETT Director February 22, 2023

/s/ ERIKA DAVIS Director February 22, 2023

DIAL Director February 22, 2023

3 unchanged sentences

HOLTHAUS Director February 22, 2023

/s/ REBECCA L.

OWEN Director February 25, 2022

/s/ KIMBERLY J.

MCWATERS Director February 22, 2023

/s/ REBECCA L.

OWEN Director February 22, 2023

/s/ JEFF SAGANSKY Director February 22, 2023

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