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Get filing alertsWillScot shareholders approve 2026 equity plan authorizing 5.7M shares for compensation
Filed June 8, 2026 · Period ending June 5, 2026 · ~1 min read
Key Changes
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Shareholders approved new 2026 Incentive Award Plan authorizing 5,705,781 shares for equity compensation, replacing the 2020 plan for all future awards with 99.0% support (164.8M for, 1.7M against).
Item 5.02 verify on EDGAR → -
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All nine directors elected with 94.9%–99.9% support; Gerard Holthaus received lowest approval at 94.9% (158.0M for, 8.5M against), Rebecca Owen 96.1% (160.0M for, 6.5M against).
Item 5.07 verify on EDGAR → -
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Say-on-pay approved with 97.5% support (162.3M for, 4.2M against); shareholders voted 98.5% for annual frequency (163.9M for 1 year, 2.6M for 3 years).
Item 5.07 verify on EDGAR → -
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Ernst & Young ratified as auditor with 99.7% support (172.7M for, 0.4M against).
Item 5.07 verify on EDGAR →
Summary
WillScot's June 5, 2026 annual meeting produced routine governance outcomes. The primary business was approving a new equity compensation plan: shareholders authorized 5.7 million shares under the 2026 Incentive Award Plan, which replaces the 2020 plan for all future equity grants to employees and directors. The share pool represents the company's refreshed capacity to issue stock-based compensation going forward.
All director elections and advisory votes passed with healthy margins. The nine-member board was re-elected with support ranging from 94.9% to 99.9%, well within normal bounds for uncontested slates. Executive compensation received 97.5% approval, and shareholders chose annual say-on-pay votes by 98.5%. The auditor ratification passed with 99.7% support. These results reflect standard shareholder alignment with management on compensation and governance matters, with no material opposition or concerns flagged.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The 2026 Plan authorizes the issuance of up to 5,705,781 shares of the Company’s common stock (5,750,000 shares less 44,219 shares of restricted common stock issued to the Company’s non-employee directors on June 4, 2026 under the 2020 Plan). No additional awards will be made under the 2020 Plan.
The new plan authorizes up to 5,705,781 shares for equity awards, calculated as 5,750,000 shares minus 44,219 shares already issued to directors under the old plan. The 2020 Plan is now closed to new awards. This share pool will be used for future employee and executive compensation.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
At the 2026 Annual Meeting of Stockholders of WillScot Holdings Corporation (the “Company”), held on June 5, 2026 (the “Annual Meeting”), the stockholders approved the WillScot Holdings Corporation 2026 Incentive Award Plan (the “2026 Plan”), which had been previously approved by the Company’s Board of Directors subject to stockholder approval.
Shareholders approved a new equity compensation plan at the annual meeting. The 2026 Plan replaces the prior 2020 plan as the source for all equity awards granted going forward. This is a routine governance action to refresh the company's equity compensation capacity.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
WillScot's 2026 annual meeting: all 9 directors elected, auditor ratified, say-on-pay approved, annual vote frequency chosen, 2026 incentive plan approved.
Show 3 minor / wording changes
Added in current filing · verify on EDGAR →
NomineeForAgainstAbstainBroker Non-Vote Timothy D. Boswell 166,304,397151,018105,8936,676,367 Erika T. Davis 163,808,4572,676,28576,5666,676,367 Gerard E. Holthaus 158,017,7338,483,96559,6106,676,367 Worthing F. Jackman 165,331,4731,181,79548,0406,676,367 Natalia N. Johnson 165,817,765672,35471,1896,676,367 Rebecca L. Owen 159,973,2686,512,04775,9936,676,367 Jeff Sagansky 160,087,4076,425,50548,3966,676,367 Michael W. Upchurch 163,103,4593,393,97163,8786,676,367 Dominick Zarcone 166,291,633210,54959,1266,676,367
All nine director nominees were elected with support ranging from 94.9% to 99.9% of votes cast. The lowest support went to Gerard E. Holthaus (94.9% for, 5.1% against) and Rebecca L. Owen (96.1% for, 3.9% against), while the highest went to Timothy D. Boswell and Dominick Zarcone (each 99.9% for). These are routine, healthy approval levels for uncontested director elections.
Added in current filing · view on EDGAR →
ForAgainstAbstainBroker Non-Vote 162,254,2224,185,472121,6146,676,367
Executive compensation received 97.5% approval (162.3 million for, 4.2 million against, 0.1 million abstain). The 2.5% opposition is well below typical thresholds for concern and represents routine, strong shareholder support for the compensation program.
Added in current filing · verify on EDGAR →
1 Year2 Years3 YearsAbstainBroker Non-Vote 163,926,82016,0322,562,96455,4926,676,367
Shareholders voted 98.5% in favor of holding say-on-pay votes annually (163.9 million for 1 year, 16,032 for 2 years, 2.6 million for 3 years). The company will conduct annual advisory votes on executive compensation going forward.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify