HTZ Hertz Global Holdings Inc

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) April 3, 2015 (March 31, 2015)

HERTZ GLOBAL HOLDINGS, INC.

THE HERTZ CORPORATION

(Exact name of registrant as specified in its charter)

999 Vanderbilt Beach Road, 3rd Floor

Naples, Florida 34108

999 Vanderbilt Beach Road, 3rd Floor

Naples, Florida 34108

(Address of principal executive offices,
including zip code)

(239) 552-5800

(239) 552-5800

(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:

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

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

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

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

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(e)

Letter Agreement with John P. Tague

On March 31, 2015, Hertz Global Holdings, Inc. (“Holdings”) entered into a letter agreement (the “Letter Agreement”) with John P. Tague, the Chief Executive Officer of Holdings and The Hertz Corporation (“Hertz”), concerning previously-approved equity award agreements and the performance goals applicable to equity award agreements contemplated by Mr. Tague’s Employment Agreement, dated as of November 21, 2014.  The Letter Agreement amends the (i) Employee Stock Option Agreement—Performance Options between Holdings and Mr. Tague dated as of November 21, 2014 (the “Option Agreement”) and (ii) form of Performance Stock Unit Agreement between Holdings and Mr. Tague dated as of November 21, 2014 (the “PSU Agreement”) to provide that the performance goal related to revenue efficiency metrics for the period from January 1, 2015 to December 31, 2017, applicable to each of the Option Agreement and the PSU Agreement, shall be determined by the Compensation Committee of Holdings with Mr. Tague’s input, and communicated to Mr. Tague, by no later than April 30, 2015.

In addition, the Letter Agreement amends the PSU Agreement to provide that a second performance goal must be achieved in order for Mr. Tague to earn any of the performance stock units to be awarded under the PSU Agreement.  The Compensation Committee of Holdings separately approved the second performance goal at its meeting on March 31, 2015.

The summary of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to full terms of the Letter Agreement, included as Exhibit 10.1 hereto, which is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits. The following Exhibit is filed as part of this report:

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Exhibit 10.1

Hertz Global Holdings, Inc.

999 Vanderbilt Beach Road—3rd Floor

Naples, FL 34108

March 31, 2015

Dear John,

This letter agreement (this “Letter Agreement”) memorializes our discussions and agreement concerning the performance goals applicable to certain equity-based awards contemplated by the Employee Stock Option Agreement — Performance Options, dated as of November 21, 2014, between Hertz Global Holdings, Inc. (the “Company”) and you (the “Option Agreement”), and the form of Performance Stock Unit Agreement, between the Company and you (the “PSU Agreement”), attached to the Employment Agreement, dated as of November 21, 2014, between the Company and you (the “Employment Agreement”), reflecting performance stock units to be granted thereunder (the “PSUs”).

1.                                  Definitions.  Unless otherwise defined in this Letter Agreement, capitalized terms used herein shall have the meanings assigned to them in the Option Agreement or the PSU Agreement, as applicable.

2.                                  Determination of Performance Goal

a.              Option Agreement.  Notwithstanding the terms of Section 2(b) of the Option Agreement, the Performance Goal shall be determined by the Committee with your input, and communicated to you, no later than April 30, 2015.

b.              PSU Agreement.  Notwithstanding the terms of Section 2(b) of the PSU Agreement, the Performance Goal shall be determined by the Committee with your input, and communicated to you, no later than April 30, 2015.

3.                                  Additional Performance Goal for PSUs.  You consent to the addition of a second performance goal in respect of the PSUs, in addition to the Performance Goal referenced in the PSU Agreement.  Such second performance goal is that adopted by action of the Committee at a meeting held on March 31, 2015, prior to your execution of this Letter Agreement.

4.                                  Miscellaneous.  This Letter Agreement shall constitute an amendment of the Option Agreement and the form of the PSU Agreement attached to the Employment Agreement.  Except as otherwise provided herein, the Employment Agreement, Option Agreement and PSU Agreement shall remain unaltered and of full force and effect.

[Signature Page Follows]

Please indicate your agreement with the foregoing terms of this Letter Agreement by signing where indicated below.