UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
August 27 , 201 5 |
Date of Report (Date of earliest event reported) |
AMERCO |
(Exact name of registrant as specified in its charter) |
Nevada |
1-11255 |
88-0106815 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
5555 Kietzke Lane , Ste. 100 Reno, Nevada 895 11 |
(Address of Principal Executive Offices) |
(775) 688-6300 |
(Registrant’s telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders
On August 27 , 201 5 , AMERCO (the “Company”) held its 201 5 Annual Meeting of Stockholders. At such meeting our stockholders voted upon and approved: (i) the election of Edward J. Shoen , James E. Acridge, Charles J. Bayer, John P. Brogan, John M. Dodds, Michael L. Gallaghe r, Daniel R. Mullen and Samuel J. Shoen as directors of the Company, to serve until the 201 6 Annual Meeting of Stockholders of the Company (“Proposal 1”); (ii) an advisory vote on the approval of compensation paid to the Company’s named executive officers (“Proposal 2”); ( iii ) the ratification of the appointment of BDO US A , LLP as the Company’s independent registered public accounting firm for fiscal 201 6 (“Proposal 3”), ( iv ) a proposal received from Company stockholder proponents to ratify and affirm the d ecisions and actions taken by the Board of Directors (the “Board”) and e xecutive o fficers of the Company , with respect to AMERCO and its subsidiaries, for the time frame of April 1, 20 14 and March 31, 201 5 (“Proposal 4”), (v) an advisory proposal received from a Company stockholder proponent to recommend the Board and management act expeditiously to effectuate an IPO and subsequent REIT conversion of the real estate and self-storage businesses and (vi) an advisory proposal received from a Company stockholde r proponent for the Board and management to declare and issue a dividend of seven shares of nonvoting common stock for each common share held to all AMERCO shareholders.
The following table sets forth the votes cast for, against or withheld, as well as the number of abstentions and broker non-votes with respect to each matter voted on at the 201 5 Annual Meeting of Stockholders of AMERCO.
|
Votes Cast For |
Votes Cast Against |
Votes Withheld |
Abstentions |
Broker Non-votes |
Proposal 1 |
|
|
|
|
|
Edward J. Shoen |
15,065,288 |
- |
1,999,330 |
- |
533,428 |
James E. Acridge |
16, 806,737 |
- |
257,881 |
- |
533,428 |
Charles J. Bayer |
16,995,975 |
- |
68,643 |
- |
533,428 |
John P. Brogan |
16, 996 , 199 |
- |
68,419 |
- |
533,428 |
John M. Dodds |
16, 781,241 |
- |
283,377 |
- |
533,428 |
Michael L. Gallagher |
16, 710,411 |
- |
354,207 |
- |
533,428 |
Daniel R. Mullen |
16, 812,057 |
- |
252,561 |
- |
533,428 |
Samuel J. Shoen |
15,079,677 |
- |
1,984,941 |
- |
533,428 |
|
|
|
|
|
|
Proposal 2 |
16, 983,476 |
41,028 |
- |
40,114 |
533,428 |
|
|
|
|
|
|
Proposal 3 |
17, 557,971 |
17,971 |
- |
22,104 |
- |
|
|
|
|
|
|
Proposal 4 |
13, 710,211 |
3, 312,411 |
- |
41,996 |
533,428 |
|
|
|
|
|
|
Proposal 5 |
398,363 |
16,484,761 |
- |
181,494 |
533,428 |
|
|
|
|
|
|
Proposal 6 |
12,648,546 |
4,042,959 |
- |
260,737 |
645,763 |
Item 8 .0 1 Other Items
On August 31, 2015, the Company announced that its Board declared a special cash dividend on its Common Stock of $3.00 per share payable to all shareholders of record of the Company’s Common Stock as of close of business on September 16, 2015. The payment date for t he special cash dividend will be October 2, 2015.
The Company’s press release regarding the special cash dividend is included as Exhibit 99.1.
Item 9.01. Fi nancial Statements and Exhibits
(d) Exhibits.
Exhibit No. |
Description |
99.1 |
Press release dated August 31, 2015 . |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 31 , 201 5
AMERCO
/s/ Jason A. Berg
Jason A. Berg,
Principal Financial Officer and
Chief Accounting Officer
Exhibit Index
Exhibit No. |
Description |
99.1 |
Press release dated August 31, 2015 . |
Sebastien Reyes
Director of Investor Relations
AMERCO
(602) 263-6601
sebastien_reyes@uhaul.com
AMERCO Announces Special Cash Dividend
Reno, Nev. ( Aug 31 , 2015) AMERCO (Nasdaq: UHAL), the parent of U-Haul International, Inc., Oxford Life Insurance Company, Repwest Insurance Company and Amerco Real Estate Company, on August 2 8 , 2015, declared a special cash dividend on its Common Stock of $ 3 .00 per share. The d ividend will be payable October 2 , 2015 to holders of record on September 16 , 2015.
About AMERCO
AMERCO is the parent company of U-Haul International, Inc., Oxford Life Insurance Company, Repwest Insurance Company and Amerco Real Estate Company. U-Haul is in the shared use business and was founded on the fundamental philosophy that the division of use and specialization of ownership is good for both U-Haul customers and the environment.
About U-Haul
Since 1945, U-Haul has been the choice for the do-it-yourself mover. U-Haul customers' pat ronage has enabled the Company to maintain the largest rental fleet in the do-it-yourself moving industry which includes a fleet of trucks, trailers and towing devices. U-Haul also offers storage throughout North America. U-Haul is the consumer's number on e choice as the largest installer of permanent trailer hitches in the automotive aftermarket industry. The Company supplies alternative-fuel for vehicles and backyard barbecues as one of the nation's largest retailers of propane.