Hertz Global Holdings Enters Amended Voting Agreement with CK Amarillo

What Happened
Hertz Global Holdings, Inc. announced on August 20, 2026 that it entered into an Amended and Restated Voting Agreement (A&R Voting Agreement) with CK Amarillo LP as part of the settlement in Cascia v. Farmer, et al. The A&R Voting Agreement replaces the prior voting agreement dated March 24, 2025 and sets terms for how CK Amarillo will vote its substantial stake and certain payment obligations if it sells a controlling block.

Key Details

• Date: A&R Voting Agreement executed August 20, 2026 (filed on Form 8-K).
• Voting mechanics: CK Amarillo agreed that the shares it (together with affiliates) beneficially owns that, in aggregate, exceed 45% of the company’s voting power (the “Excess Voting Securities”) will be voted on each shareholder matter in the same proportion as the votes cast by other stockholders — calculated excluding CK Amarillo’s own votes and excluding non-votes or broker non-votes. Shares below the 45% threshold may be voted at CK Amarillo’s discretion.
• Sale-of-control payment: If CK Amarillo sells 50% or more of Hertz’s total outstanding common stock to a third party (subject to exceptions) and the sale price exceeds a defined “Market Price,” CK Amarillo must pay holders of Hertz common stock an amount equal to (1 − fraction of outstanding shares sold) × (per-share amount by which the purchase price exceeds Market Price) × (number of shares sold).
• Termination triggers: The A&R Voting Agreement ends when (1) CK Amarillo and affiliates cease to beneficially own 45% or more of voting securities AND (2) the earlier of (a) the Company has spent all funds authorized under its 2021/2022 stock repurchase programs or (b) the Company has terminated those repurchase programs.

Why It Matters
This agreement limits how CK Amarillo can use a large voting position and creates a structured payment obligation if it sells a controlling block, which can affect control dynamics and potential takeover outcomes. For investors, the deal reduces the risk of CK Amarillo unilaterally directing votes on shareholder matters while preserving some of its voting discretion for shares below the 45% threshold. The termination conditions tie the agreement’s lifespan to both CK Amarillo’s ownership level and the status of Hertz’s stock repurchase programs, which investors should monitor as those conditions change.