MGRC Shareholder/Stockholder Letter Transcript:
2024 Annual Meeting of Shareholders
Notice and Proxy Statement
2023 Annual Report on Form 10-K
McGRATH RENTCORP
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held December 12, 2024
To the Shareholders of McGrath RentCorp:
NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Shareholders (the Annual Meeting ) of McGrath
RentCorp, a California corporation (the Company ), will be held virtually only at www.proxydocs.com/MGRC, on
Thursday, December 12, 2024, at 2:00 p.m., PST. Shareholders will be able to listen, vote, and submit questions from any
remote location that has internet connectivity. There will be no physical location for shareholders to attend. The Annual
Meeting will be held for the following purposes:
1. To elect six (6) directors of the Company, as specifically set forth in the attached proxy statement, to serve until the
2025 Annual Meeting of Shareholders or until their successors are elected and qualified;
2. To ratify the appointment of Grant Thornton LLP as the independent auditors for the Company for the year ending
December 31, 2024;
4. To transact such other business as may properly come before the Annual Meeting and any adjournment or
postponement thereof.
The foregoing items of business are more fully described in the proxy statement which is attached and made a part
hereof (the Proxy Statement ).
The Board of Directors of the Company has fixed the close of business on October 22, 2024, as the record date for
determining the shareholders entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement
thereof.
IMPORTANT
We are holding the Annual Meeting as a virtual meeting (via live audio webcast) format only. On behalf of the
Board of Directors and management of the Company, we cordially invite you to attend the Annual Meeting by virtual
presence by logging into our live webcast at: www.proxydocs.com/MGRC. Through this webcast, shareholders and
proxyholders will be deemed to be present in person for purposes of conducting a vote at such meeting. In order to
attend this webcast, you must register in advance at www.proxydocs.com/MGRC prior to the deadline of Thursday,
December 12, 2024, at 1:00 p.m. Pacific Time, as more fully described in the accompanying Proxy Statement.
In accordance with rules established by the Securities and Exchange Commission, we are providing you access
to our proxy materials over the Internet. Accordingly, we plan to mail a Notice of Internet Availability of Proxy
Materials (the Notice ) to our shareholders on or about October 31, 2024. The Notice will describe how to access and
review our proxy materials, including our Proxy Statement and Annual Report on Form 10-K for the fiscal year ended
December 31, 2023. The Notice, as well as our proxy card, will also describe how you may submit your proxy
electronically. If you received just a Notice by mail and would like to receive a printed copy of our proxy materials,
you should follow the instructions for requesting such materials included in the Notice.
Whether or not you expect to attend the Annual Meeting via virtual presence, please vote your shares by
following the instructions on the Notice, your proxy card or your voting instruction form, as applicable, as promptly as
possible in order to ensure your representation at the Annual Meeting. Even if you have voted by proxy, you may still
vote online if you attend the Annual Meeting via virtual presence. Please note, however, that if your shares are held of
record by a broker, bank, or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy card
issued in your name from such broker, bank, or other nominee and register for the Annual Meeting in advance
through our transfer agent, Computershare Trust Company, N.A. Once proof of your proxy power (legal proxy) has
been obtained, send the proof reflecting your holdings along with your name and email address to
legalproxy@betanxt.com to obtain your 12-digit control number. Registration must be received no later than 5:00
p.m., Eastern time, on Friday, December 6, 2024.
If you hold your shares in a brokerage account, your shares will not be voted in the election of directors or the
non-binding, advisory vote on the compensation of the Company s named executive officers unless you provide explicit
instructions to your broker as to how you wish to vote your shares. Under the NASDAQ Stock Market rules governing
discretionary voting of proxies by the exchange s members, your broker is not permitted to vote shares with respect to
non-routine matters such as the election of directors or the vote on compensation without voting instructions from the
beneficial owner of such shares.
By Order of the Board of Directors,
Gilda Malek
Vice President, General Counsel and Corporate
Secretary
Livermore, California
October 30, 2024
Proxy Statement
3. To approve, in a non-binding vote, the compensation of the Company s named executive officers; and
[THIS PAGE INTENTIONALLY LEFT BLANK]
McGRATH RENTCORP
5700 Las Positas Road
Livermore, California 94551
PROXY STATEMENT
FOR 2024 ANNUAL MEETING OF SHAREHOLDERS
General Information
This year, we are using the Internet as the primary means of delivery of proxy materials to our
shareholders. We are sending a Notice of Internet Availability of Proxy Materials (the Notice ) to our
shareholders of record with instructions on how to access the proxy materials online at www.proxydocs.com/
MGRC. The Company expects to mail the Notice to shareholders on or about October 31, 2024.
The rules of the Securities and Exchange Commission (the SEC ) require us to notify our shareholders of
the availability of our proxy materials through the Internet.
Important Notice Regarding the Availability of Proxy Materials
for the Shareholder Meeting to be held on Thursday, December 12, 2024
Our Proxy Statement and 2023 Annual Report to Shareholders are available at
www.proxydocs.com/MGRC
The following questions and answers provide important information about the Annual Meeting and this
Proxy Statement:
When is the Annual Meeting?
The Annual Meeting will be held on Thursday, December 12, 2024, at 2:00 p.m., PST, via virtual meeting
only. There will be no physical meeting to attend. All of the members of the Board of Directors and our entire
management team will participate via virtual presence only.
How do I participate in the virtual Annual Meeting?
You will not be able to attend the Annual Meeting physically. You or your proxyholder may participate,
vote, and ask questions at the Annual Meeting by visiting www.proxydocs.com/MGRC and using your 12-digit
control number found on your Notice.
To be admitted to the virtual Annual Meeting, you will need the 12-digit control number included on your
Notice, or the instructions that accompanied your proxy materials, as applicable. The Annual Meeting will begin
promptly at 2:00 p.m., PST. Online check-in will begin at 1:00 p.m., PST, and you should allow ample time for
the online check-in procedures. If you have difficulty accessing the virtual Annual Meeting, please follow the
instructions from your registration confirmation email.
1
Proxy Statement
This proxy statement (this Proxy Statement ) is made available to the shareholders of McGrath RentCorp,
a California corporation (the Company, we, us, or our ), in connection with the solicitation by the Board
of Directors of the Company (the Board of Directors or the Board ) of proxies in the accompanying form for
use in voting at the 2024 Annual Meeting of Shareholders of the Company (the Annual Meeting ) to be held on
Thursday, December 12, 2024, at 2:00 p.m., PST, via virtual meeting only at www.proxydocs.com/MGRC, and
any adjournment or postponement thereof. There will be no physical location for shareholders to attend. The
shares represented by the proxies received, properly marked, dated, executed, and not revoked will be voted at
the Annual Meeting.
10/30/2024 Letter Continued (Full PDF)