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•	Clarify that the Board and, in the absence thereof, the Chair of the Board or the Chief Executive Officer, may postpone or reschedule any previously scheduled special meeting of the stockholders.

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•	Clarify that, in the absence of a quorum at a meeting of stockholders, the meeting may be adjourned by the chair of the meeting as well as by a majority in voting power of the stockholders so present.

•	Clarify that stockholder proxies can be authorized by an instrument in writing or by an electronic transmission permitted by law filed in accordance with the procedure established for the meeting, and that proxies can be revoked in accordance with the procedure established for the meeting.

•	Specify that the notice to be given to Board members of the place, date and time of Board meetings (including special meetings) be at least 24 hours in advance.

•	Specify that special meetings of the Board can be called by the Chair of the Board, the Chief Executive Officer or a majority of the total authorized membership of the Board.

•	Provide the Chief Executive Officer with the authority to (i) fill vacancies occurring in any Board-appointed office of the Company with the approval of the Chair of the Board, and (ii) appoint certain subordinate officers of the Corporation and prescribe their respective authorities and duties.

•	Specify that the shares of the Company shall be uncertificated, except to the extent that the Board may otherwise provide.

•	Specify that the Company must respond within 30 days to a written request for indemnity.

•	Clarify that the Company has the power to, but is not required to, maintain certain insurance on behalf of its directors and officers.

•	Added an exclusive forum provision in Article VIII. The description of this provision contained below in Item 8.01 is incorporated herein by reference.

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1.	Election of Directors. The eleven director nominees identified below were elected to serve for a one-year term expiring at the 2019 Annual Meeting of Stockholders. Voting results were as follows:

2.	Advisory Vote on Executive Compensation. Stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, with the following vote:

3.	Vote on the Herc Holdings Inc. 2018 Omnibus Incentive Plan. Stockholders approved the Herc Holdings Inc. 2018 Omnibus Incentive Plan, with the following vote:

4.	Vote on the Amended and Restated Herc Holdings Inc. Employee Stock Purchase Plan. Stockholders approved the Amended and Restated Herc Holdings Inc. Employee Stock Purchase Plan, with the following vote:

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5.	Ratification of the Selection of Independent Public Accountants. Stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018, with the following vote:

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authorize the Board, without the vote of or other action by the Company’s stockholders, to cause the issuance of preferred stock in one or more series and to fix the number of shares constituting any such series and the preferences, limitations and relative rights, including dividend rights, voting rights, redemption rights, conversion rights and liquidation preferences of the shares constituting any series;

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•	provide that vacancies on the Board or newly created directorships may be filled only by the Board;

•	provide that the number of directors constituting the Board shall be fixed from time to time exclusively by resolution of the Board;

•	establish advance notice procedures and other requirements for stockholders to submit nominations of candidates for election to the Board and other proposals to be brought before a stockholders meeting;

•	do not give the holders of Company common stock cumulative voting rights with respect to the election of directors, which means that the holders of a majority of outstanding shares of Company common stock can elect all directors standing for election;

•	provide that special meetings of stockholders may be called only by or at the direction of the Board, and stockholders may not take action by written consent; and

•	require the vote of at least two-thirds of the shares then entitled to vote at an election of directors to amend certain provisions of the Certificate of Incorporation and By-Laws, which exceeds the majority vote of the outstanding stock that would otherwise be required by the DGCL for the repeal or amendment of such provisions of certificates of incorporation.

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