U HAUL HOLDING (UHAL)
Sector: Industrials
2026 Annual Meeting Analysis
U HAUL HOLDING · Meeting: August 20, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
The Election of Directors
Shoen has served as Chairman and President since the 1980s with full tenure overlap; UHAL's 3-year price return is +21.0%, which places it in the strong-positive tier, and the gap versus XLI (the fallback ETF benchmark, as no named peer group is used) is -57.4pp, which does not meet the 65pp threshold required to trigger a vote against in this tier, so the TSR trigger does not fire.
Acridge has served since 2013 with meaningful tenure overlap; the TSR trigger does not fire under the strong-positive tier (gap of -57.4pp vs. XLI falls short of the 65pp threshold), attendance is at least 86%, and he brings relevant transportation and real estate experience with no independence or overboarding concerns.
Brogan has served since 1998; the TSR trigger does not fire (gap -57.4pp vs. XLI, threshold 65pp), he holds CPA credentials and serves as the designated audit committee financial expert, attendance is at least 86%, and no independence or overboarding issues are present.
Grogan has served since 2016; the TSR trigger does not fire (gap -57.4pp vs. XLI, threshold 65pp), he brings legal and business experience, attendance is at least 86%, and no independence or overboarding concerns are identified.
Herrera has served since 2017; the TSR trigger does not fire (gap -57.4pp vs. XLI, threshold 65pp), he brings industry-relevant experience from his prior U-Haul marketing tenure, attendance is at least 86%, and no independence or overboarding issues are present.
Schmidt has served since 2016; the TSR trigger does not fire (gap -57.4pp vs. XLI, threshold 65pp), he brings manufacturing and operations experience, attendance is at least 86%, and no independence or overboarding concerns are identified.
Shank has served since December 2019; the TSR trigger does not fire (gap -57.4pp vs. XLI, threshold 65pp), she brings executive leadership and relevant industry experience, attendance is at least 86%, and no independence or overboarding concerns are present.
All seven nominees pass the policy screens: UHAL's 3-year price return of +21.0% places it in the strong-positive tier, and the underperformance gap versus the XLI sector ETF fallback (-57.4pp) does not reach the 65pp threshold needed to trigger a vote against any director. Attendance for all directors was at least 86%, no director appears overboarded, audit committee members satisfy independence and financial expertise requirements, and no familial relationships with senior management are flagged among independent directors.
Say on Pay
✓ FORCEO
Edward J. Shoen
Total Comp
N/A
Prior Support
98%%
CEO Edward J. Shoen received total compensation of $1,015,838 in Fiscal 2026, which is modest for the Chairman and President of a $12.6 billion industrial company and is well within reasonable benchmarks for the role and sector. The compensation structure is simple and conservative — base salary of $675,004, a discretionary cash bonus of $200,000, minimal stock awards through the company-wide ESOP, and $130,000 in director fees — with no large equity grants or complex incentive plans. While the pay mix leans heavily toward fixed compensation (salary plus director fees represent the majority of total pay), the overall compensation level is so low relative to peers that this structure does not raise the same concerns it would at higher pay levels; additionally, the prior say-on-pay vote received over 98% support, signaling strong shareholder satisfaction. The company does have a clawback policy adopted in 2023, satisfying that governance requirement.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche, LLP
Tenure
3 yrs
Audit Fees
$5,599,000
Non-Audit Fees
$62,000
Deloitte has served as UHAL's auditor only since August 31, 2023 (approximately 3 years), well below the 25-year tenure threshold that would raise independence concerns. Non-audit fees (audit-related fees of $60,000 plus tax fees of $2,000 = $62,000) represent approximately 1.1% of core audit fees ($5,599,000), far below the 50% threshold that would trigger a concern. Deloitte is a Big 4 firm, fully appropriate for a company with UHAL's $12.6 billion market cap, and no material restatements are disclosed.
Stockholder Proposals
2 proposals submitted by shareholders
Proposal 5
Stockholder Proposal Regarding Ratification of the Decisions and Actions of the Board of Directors and Executive Officers for Fiscal 2026
This proposal asks shareholders to ratify and affirm the decisions and actions of the Board and executives during Fiscal 2026. The filer is a credible, non-ideological group of company shareholders who have submitted this proposal annually since 2009, when it originally passed with 74% of votes cast. The ask is a straightforward governance affirmation with no operational constraints, and the Board recommends a FOR vote; there is no basis under the policy to vote against a non-ideological, recurring good-governance ratification proposal backed by the board and a strong prior approval record.
Proposal 6
Stockholder Proposal Requesting the Company Issue a Report Disclosing Current GHG Emissions and Any Targets for Measurably Reducing Them
The filer of this proposal has not been identified by name in the filing, but the proposal is framed in the language and methodology characteristic of progressive ESG advocacy — citing Science Based Targets initiative and Task Force for Climate Related Financial Disclosure frameworks, referencing macroeconomic climate risk studies, and urging fleet electrification benchmarking against competitors — which is the hallmark of an ideological filer rather than a neutral fiduciary investor. Under the voting policy, proposals from ideological filers (whether conservative or progressive) are voted against regardless of how they are framed, because they serve advocacy goals rather than neutral shareholder interests. Even if the filer were considered neutral, no prior-year vote history is available to establish momentum, and the company already acknowledges climate risk in its 10-K filings, making the marginal governance benefit of this specific disclosure request unclear.
Overall Assessment
The 2026 UHAL annual meeting presents a straightforward ballot: all seven director nominees pass the TSR trigger test (the 3-year underperformance gap of -57.4pp versus the XLI ETF falls short of the 65pp strong-positive threshold), CEO compensation is exceptionally modest at approximately $1 million for the head of a $12.6 billion company, Deloitte is a newly appointed Big 4 auditor with minimal non-audit fees, and the two stockholder proposals split cleanly between a FOR on the longstanding annual board-ratification proposal and an AGAINST on the GHG disclosure proposal due to its ideological advocacy framing.