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

Date of Report (Date of earliest event reported): June 5, 2025

McGRATH RENTCORP

(Exact name of registrant as specified in its Charter)

California

(State or other jurisdiction of incorporation)

0-13292

94-2579843

(Commission

File Number)

(I.R.S. Employee

Identification No.)

5700 Las Positas Road, Livermore, CA 94551-7800

(Address of principal executive offices)

(925) 606-9200

(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 (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	MGRC	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

On June 4, 2025, McGrath RentCorp (the “Company”) held its 2025 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the following proposals were voted on by the Company’s shareholders, and the voting results are set forth below. The proposals are described in detail in the proxy statement for the Annual Meeting that the Company filed with the Securities and Exchange Commission on April 22, 2025.

Proposal 1. Election of Directors.


Name of Nominee	Votes For		Votes Withheld		Broker Non-Votes
Nicolas C. Anderson		20,813,037		80,861		950,703
Kimberly A. Box		20,406,135		487,763		950,703
Smita Conjeevaram		19,906,171		987,727		950,703
William J. Dawson		20,629,470		264,428		950,703
Joseph F. Hanna		20,814,162		79,736		950,703
Bradley M. Shuster		19,951,628		942,270		950,703

Proposal 2. To ratify the appointment of Grant Thornton LLP as the independent auditors for the Company for the year ending December 31, 2025.


Votes For	Votes Against	Abstain	Broker Non-Votes
21,270,528	557,972	16,101	None

Proposal 3. To approve on a non-binding, advisory basis, the compensation of the Company’s named executive officers.


Votes For	Votes Against	Abstain	Broker Non-Votes
20,167,710	690,472	35,715	950,703

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.


		McGRATH RENTCORP

Dated: June 5, 2025

	By:	/s/ Gilda Malek
		Gilda Malek
		Senior Vice President, Chief Legal Officer and Corporate Secretary

MCGRATH RENTCORP 8-K