UNITED RENTALS, INC.

The proposal requests that the Board adopt a policy ensuring that any incumbent director who fails to receive a majority of votes cast in an uncontested election must leave the Board as soon as possible and in all events within nine months of that failed election. The proponent argues that shareholder rejection should be respected and contends nine months provides adequate time to identify and appoint a qualified replacement. The submission frames the measure as a mechanism to promote board accountability and to prevent the Board from retaining directors who lack majority shareholder support. It also notes the sponsor’s view that such a policy would discourage director underperformance and facilitate board refreshment if needed.