MCGRATH RENT (MGRC)
Sector: Industrials
2026 Annual Meeting Analysis
MCGRATH RENT · Meeting: June 3, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Seven Directors
Director since December 2022 (within 24-month exemption window); no overboarding, attendance, or independence concerns; strong financial and private equity background relevant to the company.
Director since 2018 with no overboarding, attendance, or independence concerns; the 3-year TSR gap versus the peer group median is +3.0pp, well within the 65pp underperformance threshold for a strong-positive TSR company, so no TSR trigger applies.
Director since 2021 with strong CPA and CFO background; no overboarding, attendance, or independence concerns; TSR trigger does not apply given MGRC outperformed its peer group median over three years.
Long-tenured director since 1998 with deep CFO and financial expertise; no attendance or independence concerns; TSR trigger does not apply as MGRC's 3-year TSR exceeds the peer median by +3.0pp, far inside the 65pp threshold.
Recently retired CEO (April 2026) serving as director for continuity; TSR trigger does not apply given positive peer-relative performance; no attendance, overboarding, or independence concerns flagged beyond standard non-independence classification.
Appointed to the board in April 2026 as incoming CEO, within the 24-month new-director exemption period; no overboarding, attendance, or independence concerns applicable at this stage.
Board Chairman since 2021 with extensive public company and financial services experience; no attendance or independence concerns; TSR trigger does not apply given MGRC's peer-relative outperformance over three years.
All seven director nominees pass the policy screens. MGRC's 3-year total return of +36.7% outpaces the compensation peer group median by +3.0 percentage points, well below the 65pp underperformance threshold that would apply to a company with a strong positive absolute return. No overboarding, attendance failures, or independence violations were identified. Nicolas Anderson and Philip Hawkins are both within the 24-month new-director exemption window. All seven nominees receive a FOR vote.
Say on Pay
✓ FORCEO
Philip B. Hawkins
Total Comp
$1,718,813
Prior Support
97%%
The CEO (Philip Hawkins, serving in that role from April 2026 but compensated as COO for 2025) received total compensation of approximately $1.72 million for fiscal 2025, which is well within a reasonable range for a senior operating executive at a $2.9 billion industrial company — no individual pay threshold is breached. Pay mix is strong: roughly 47% of his 2025 pay came from long-term equity awards and another 22% from a performance-based annual bonus, meaning well over 50% of total pay was variable and tied to outcomes. The annual bonus plan uses a clear financial metric (Adjusted EBITDA) with defined thresholds and caps, and long-term awards use three-year ROIC and revenue targets — both are meaningful, measurable performance conditions. The company received 97% shareholder support on Say on Pay in 2025, and no governance deterioration has occurred since then.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
$2,162,395
Non-Audit Fees
$54,570
Non-audit fees (audit-related fees of $54,570) represent only about 2.5% of core audit fees ($2,162,395), well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire under policy — no negative inference is drawn. Grant Thornton is a large national firm fully adequate for a $2.9 billion company.
Actual Vote Results
Meeting held June 3, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Philip B. Hawkins | 99.5% | 20.1M | 103,645 | ✓ Elected |
| Joseph F. Hanna | 98.8% | 19.9M | 236,710 | ✓ Elected |
| Nicolas C. Anderson | 98.0% | 19.8M | 410,147 | ✓ Elected |
| William J. Dawson | 97.1% | 19.6M | 579,758 | ✓ Elected |
| Kimberly A. Box | 97.0% | 19.6M | 600,315 | ✓ Elected |
| Bradley M. Shuster | 93.8% | 18.9M | 1.2M | ✓ Elected |
| Smita Conjeevaram | 91.7% | 18.5M | 1.7M | ✓ Elected |
Say on Pay
For 19.5M · Against 392,629 · Abstain 285,048
Auditor Ratification
For 20.6M · Against 942,106 · Abstain 13,065
Other Proposals
Proposal 2
To approve the amendment and restatement of the Company's 2016 Stock Incentive Plan as the Amended and Restated 2026 Stock Incentive Plan
Overall Assessment
The 2026 McGrath RentCorp annual meeting ballot is straightforward: all seven director nominees pass the TSR, overboarding, attendance, and independence screens, and the full slate receives a FOR vote. The auditor ratification and Say on Pay proposals also pass cleanly — non-audit fees are negligible, CEO pay is well-structured with strong performance linkage, and shareholder support last year was 97%. The equity plan amendment (Proposal 2) falls outside this policy's current coverage and does not receive a vote determination.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing