Proxy Statement (definitive) (def 14a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-12

GENERAL FINANCE CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):



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LOGO

October 18, 2019

Dear fellow stockholders,

The General Finance Corporation team continues to deliver great results in executing our long-term growth strategy. We continue to execute our growth strategy with our specialty rental services business model.

Our business model has several key features: an attractive asset class of long-lived assets that offer rapid payback periods and low maintenance costs, a diversified customer base and storage products adoptable to a wide variety of uses. We continue to manage our business model to deliver organic growth, recurring leasing revenue, superior customer service, product innovation, operational excellence and disciplined acquisitions.

GROWTH MILESTONES

Through our team’s dedication and commitment to our long-term growth strategies, we reached important growth milestones in fiscal year ended June 30, 2019, or fiscal year 2019:


		Branch Network and Lease Fleet Growth. Our branch network has grown from 15 branches at June 2007 to 101 branches at June 30, 2019, and from June 2008 to June 2019 our lease fleet grew at a compound annual growth rate of 12%.

		Revenue, Leasing Revenue and EBITDA Growth. Fiscal year 2019 revenues, leasing revenue and Adjusted EBITDA increased by 8.9%, 12% and 21.9%, respectively, over the prior fiscal year.

		EBITDA Margin Growth. Our EBITDA margins have increased from 17% in June 2007 to 28% at June 30, 2019.

		Large and Loyal Customer Base. Outstanding customer service, as evidenced by Pac-Van’s fiscal year 2019 net promoter score of 84, has fueled the growth of our customer base from 12,000 customers at June 2007 to over 50,000 customers at June 30, 2019.

		Disciplined and Accretive Acquisitions. In fiscal year 2019 we continued our long-term strategy of completing disciplined acquisitions, entering five new markets in North America and the Asia-Pacific region via six acquisitions in fiscal year 2019, and from July 1, 2007 to June 30, 2019 we completed 57 accretive acquisitions.

		Product Innovation. Customers have embraced the safety and convenience of the locking system featured in our U.S. PV3 Safety Containers, Canadian CK3 Safety Containers and Asia-Pacific Wolf Lock Premium Containers, and as of June 30, 2019 U.S customers had leased nearly 4,000 PV3 Safety Containers.

LEASE FLEET

During fiscal year 2019 our combined North America and Asia-Pacific lease fleet units increased 16.2% as we continued to carefully allocate capital to organic growth via capital expenditures and to accretive acquisitions. In fiscal year 2019 we invested $38.5 million in net lease fleet purchases to drive organic growth and $22.3 million to acquire North America and Asia-Pacific container businesses.

The charts below show the long-term growth of our lease fleet, unit utilization and the value of our lease fleet.

OUR PEOPLE AND CUSTOMERS

Our team continues to deliver outstanding customer service, earning Pac-Van a “net promoter score” of 84 in fiscal year 2019, which we believe leads our industry. This high level of customer satisfaction has helped General Finance Corporation build the diverse and loyal customer base shown below.

LOGO

LEADERSHIP

Our executive team, lead by Jody Miller, Chuck Barrantes, Jeff Kluckman and Chris Wilson, continues to successfully execute our long-term growth strategy with critical contributions in North America from Ted Mourouzis, Eric Weber, Bobby Keenom and Brian Bottelberghe, and in Asia Pacific from Neil Littlewood and Greg Baker.

OUR ANNUAL STOCKHOLDER MEETING

We look forward to seeing you at our 2019 annual stockholder meeting of General Finance Corporation on Thursday, December 5, 2019 at 10:00 a.m. at 39 East Union Street, Pasadena, California 91103, and we appreciate your interest in General Finance Corporation.

Sincerely,



Ronald F. Valenta				Jody E. Miller
Executive Chairman of the Board				Chief Executive Officer and President

LOGO

NOTICE OF 2019 ANNUAL MEETING OF STOCKHOLDERS

To be held on December 5, 2019

AND

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

Notice of Date, Time and Location of Meeting

Notice is hereby given to the holders of common stock of General Finance Corporation (the “Company”) that the 2019 Annual Meeting of Stockholders (“Annual Meeting”) will be held on Thursday, December 5, 2019 at 10:00 a.m. Pacific Standard Time at the offices of the Company located at 39 East Union Street, Pasadena, California. At the Annual Meeting we will ask you to:

Items of Business

Election of Directors. Elect two Class A directors, Manuel Marrero and Douglas Trussler, to serve for terms of three years each and until their respective successors are elected and qualified. The qualifications and experience of the two Class A directors are described in the accompanying Proxy Statement;

2.	*Ratification of Appointment of the Independent Registered Public Accounting Firm*. Ratify the selection of Crowe LLP as our independent auditors for the fiscal year ending June 30, 2020;

3.	*Advisory Vote Regarding Executive Compensation*. Vote on an advisory and non-binding basis resolution regarding executive compensation;

4.	*Frequency of Advisory Votes on Executive Compensation*. Vote on an advisory and non-binding basis regarding the frequency of future advisory votes on executive compensation; and

5.	*Other Business*. Transact any other business that may properly be presented at the Annual Meeting.

Record Date

If you owned Company common stock on October 8, 2019, the record date, you are entitled to notice of, to attend and to vote at the Annual Meeting and any adjournments or postponements thereof. In addition to submitting a proxy and voting in person, you may vote by mail, telephone or the Internet. A complete list of stockholders entitled to vote at the Annual Meeting will be available at the principal executive offices of General Finance Corporation located at 39 East Union Street, Pasadena, California beginning November 25, 2019 and at the Annual Meeting.

Materials to Review

The Proxy Statement, form of proxy card and Annual Report on Form 10-K for the fiscal year ended June 30, 2019 (the “2019 Annual Report”) that accompany this Notice (all of the foregoing collectively, the “Proxy Materials”) contain additional information regarding the proposals to be considered at the Annual Meeting, and stockholders are encouraged to read the Proxy Materials in their entirety. Under rules adopted by the U.S. Securities and Exchange Commission (“SEC”), we have elected to provide access to our Proxy Materials both by sending you the Proxy Materials by mail and by notifying you of the availability of our Proxy Materials at the website www.cstproxy.com/generalfinance/2019. Internet access to our Proxy Materials does not identify visitors to the website.

Proxy Voting

If you submit a proxy, you are entitled to revoke your proxy at any time before it is exercised by attending the Annual Meeting and voting in person, duly executing and delivering a proxy bearing a later date or sending written notice of revocation to our Secretary at 39 East Union Street, Pasadena, California 91103. Whether or not you plan to be present at the Annual Meeting, we encourage you to vote your proxy by following the instructions provided in the Proxy Materials. Any stockholder attending the Annual Meeting may vote in person even if the stockholder previously returned a proxy.

Respectfully Submitted

LOGO

Christopher A. Wilson

General Counsel, Vice President & Secretary

October 18, 2019

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held

on December 5, 2019. Our Proxy Statement and our 2019 Annual Report to stockholders are available at

http://www.cstproxy.com/generalfinance/2019.

PROXY STATEMENT—TABLE OF CONTENTS


PROXY STATEMENT SUMMARY
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING			1
CORPORATE GOVERNANCE			5
Overview			5
GOVERNANCE INFORMATION			6
Board of Directors			6
General Oversight			6
Leadership Structure			6
Risk Oversight			6
Corporate Governance			7
Director Independence			7
Executive Sessions of Independent Directors			8
Lead Independent Director			8
Board and Committee Meetings			8
Board Committees			8
Audit Committee			8
Compensation Committee			9
Nominating and Governance Committee			9
Composition of the Board and Review of Director Nominees			9
Compensation Committee Interlocks and Insider Participation			10
Review and Approval of Transactions with Related Persons			11
Communication with the Board of Directors			11
Code of Ethics			11
Compensation of Non-Employee Directors			11
Cash Compensation			11
Annual Award of Restricted Stock			12
Stock Ownership Guidelines			12
Director Attendance at Annual Meetings			12
PROPOSALS REQUIRING YOUR VOTE
Proposal 1: Election of Directors			13
Proposal 2: Ratification of Selection of Independent Auditors			16
Proposal 3: Advisory (Non-Binding) Vote Regarding Executive Compensation (Say-On-Pay)			17
Proposal 4: Advisory (Non-Binding) Vote on the Frequency of Future Advisory Votes on Executive Compensation (Say-When-On-Pay)			19
REPORT OF THE AUDIT COMMITTEE			21
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			22
COMPLIANCE WITH SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING			24
EXECUTIVE COMPENSATION			25
COMPENSATION COMMITTEE REPORT			25
COMPENSATION DISCUSSION AND ANALYSIS			25
Overview of Compensation Philosophy and Objectives			25
Say-on-Pay and Frequency of Say-on-Pay Advisory Votes			25
Executive Compensation Program			26
Elements of Compensation			27
Base Salaries			27
Bonuses			27
Equity-Based Compensation			27
Stock Option and Restricted Stock Grant Practices			27
Role of Executive Officers			28
Compensation Surveys			28
Compensation of Executives			28
Severance			29


Clawback Policy			30
Perquisites and Other Personal Benefits			30
Tax & Accounting Considerations			30
Deductibility of Executive Compensation—Code Section 162(m)			30
Accounting for Stock-Based Compensation			30
Report of the Compensation Committee			31
Summary Compensation Table			31
Plan-Based Awards			32
Employment Agreements			33
Potential Payments Upon Termination of Employment of Change in Control			35
2019 CEO TO MEDIAN EMPLOYEE PAY RATIO			36
TRANSACTIONS WITH RELATED PERSONS			37
STOCKHOLDER COMMUNICATIONS WITH DIRECTORS			38
STOCKHOLDER RECOMMENDATIONS FOR BOARD NOMINEES			38
OTHER MATTERS			39
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K			39

LOGO

PROXY STATEMENT SUMMARY

2019 ANNUAL MEETING OF STOCKHOLDERS


Date and Time:		Thursday, December 5, 2019
		10:00 a.m. Pacific Standard Time

Place:		General Finance Corporation
		39 East Union Street
		Pasadena, California 91103

Record Date:		October 8, 2019

This summary sets forth certain performance highlights, as well as information contained elsewhere in this proxy statement. You should read the entire proxy statement before casting your vote.

PERFORMANCE HIGHLIGHTS

Branch Network Growth. Over the past 12 years ending June 30, 2019 our branch network grew from 15 to 101 primary branches.



Lease Fleet Growth. From June 30, 2007 to June 30, 2019 our lease fleet grew at a compound annual growth rate of 16%.

EBITDA Margin Growth. Our EBITDA margins have increased from 17% in June 30, 2007 to 28% at June 30, 2019.		28%


Large and Loyal Customer Base. Our customer base has grown from 12,000 customers at June 30, 2007 to over 50,000 customers at June 30, 2019.

Disciplined and Accretive Acquisitions. From July 1, 2005 to June 30, 2019 we completed 57 accretive acquisitions.		57 Acquisitions

VOTING MATTERS AND BOARD RECOMMENDATIONS


	Voting Matter	Board Vote Recommendation	Page Number with More Information

Proposal 1:	Election of Directors	FOR each nominee	13
Proposal 2:	Ratification of Appointment of Crowe LLP as Independent Auditors	FOR	16
Proposal 3:	Advisory (Non-Binding) Vote Regarding Executive Compensation (Say-On-Pay)	FOR	17
Proposal 4:	Advisory (Non-Binding) Vote on the Frequency of Future Advisory Votes on Executive Compensation (Say-When-On-Pay)	FOR	19

CASTING YOUR VOTE


	How to Vote	Stockholder of Record (Shares registered in your name with our transfer agent Continental Stock Transfer & Trust Company)	Street Name Holders (Shares held through a Broker, Bank or Other Nominee)
Internet	Visit the applicable voting website and follow the on-screen instructions:	www.cstproxyvote.com	Refer to voting instruction form.
Telephone	To vote call:	(866) 894-0536	Refer to voting instruction form.
Mail	You may vote by mail by marking your votes on, signing, dating and returning your completed proxy card by mail.
In Person	For instructions on attending the 2019 Annual Meeting of Stockholders in person, please see “How can I vote?”

This Proxy Statement Summary contains highlights of certain information in this Proxy Statement. Because it is only a summary, it does not contain all the information that you should consider prior to voting. Please review the complete Proxy Statement and the Company’s 2019 Annual Report on Form 10-K that accompanies the Proxy Statement for additional information.

OUR DIRECTOR NOMINEES

You have the opportunity to vote on the election of the following two nominees for director. Additional information regarding each director nominee’s experience, skills and qualifications to serve as a member of the Company’s Board of Directors (the “Board”) can be found in the Proxy Statement under “Proposal No. 1 – Election of Directors.”

Name

Age

Years
on
Board

Position

Independent

Committee Memberships

Manuel Marrero

Director

None

Douglas Trussler

Director

Yes

None

GOVERNANCE HIGHLIGHTS

Board Composition

•

2 director nominees

•

Average age of director nominees is 54.5 years

•

Average tenure of director nominees is 7 years

•

Highly qualified directors have a broad mix of business backgrounds, skills and experience

Corporate Governance

•

Separate Chairman of the Board and Chief Executive Officer positions

•

Strong Lead Independent Director

•

3 fully independent Board committees

•

Executive sessions of independent directors at all Board meetings

•

Regular Board and committee meetings to ensure awareness and alignment

•

Six Board meetings in fiscal year 2019

•

Nine standing committee meetings in fiscal year 2019

•

On average, directors attended 97.9% of Board meetings held in fiscal year 2019, and directors attended 100% of committee meetings held in fiscal year 2019

•

Annual Board and Committee Self-Assessments

•

Strong clawback policy

•

Significant stock ownership guidelines for directors

•

Active role in risk oversight

•

Advisory vote on executive compensation held every 3 years

•

99.2% stockholder approval (based on votes cast) at the Company’s last executive compensation advisory vote in December 2016

LOGO

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

To be held on Tuesday, December 5, 2019

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Why did you send me the Proxy Materials?

We sent you the Proxy Materials because you owned shares of common stock (“Common Stock”) of General Finance Corporation (“we” or the “Company”) at the close of business on October 8, 2019, the record date for the Annual Meeting. The Proxy Materials furnished by the Board provide you with information that will help you cast your vote at the Annual Meeting and at any adjournment or postponement thereof. You do not need to attend the Annual Meeting to vote your shares. Instead, you may simply complete, sign, date and return the enclosed proxy card.

You are invited to attend the Annual Meeting, which will take place on December 5, 2019 at 10:00 a.m. Pacific Standard Time, at 39 East Union Street, Pasadena, California 91103.

When you return the completed, signed and dated proxy card, you appoint the proxy holders named therein (your proxies), as your representatives at the Annual Meeting. The proxy holders will vote your shares at the Annual Meeting as you have instructed them on your proxy card(s). If an issue not set forth on the proxy card comes up for vote at the Annual Meeting, the proxy holders will vote your shares, under your proxy, in accordance with their best judgment.

We began sending the Proxy Materials on or about October 21, 2019 to all stockholders entitled to vote.

We have enclosed with this Proxy Statement, proxy card and Notice of the 2019 Annual Meeting of Stockholders our Annual Report to stockholders, which includes our 2019 Annual Report as filed with the SEC.

Who is entitled to vote at the Annual Meeting?

Only stockholders who owned Common Stock at the close of business on October 8, 2019, the record date, are entitled to vote on matters properly presented at the Annual Meeting. On the record date, there were 30,573,863 shares of Common Stock outstanding. The Common Stock is our only class of voting stock outstanding.

What am I voting on?

We ask you to vote on the election of two Class A directors, ratification of the selection of Crowe LLP as our independent auditors for the fiscal year ending June 30, 2020, an advisory (non-binding) vote regarding executive compensation, an advisory (non-binding) vote regarding the frequency of future advisory votes regarding executive compensation and any other matter properly presented at the Annual Meeting. The sections entitled “Election of Directors,” “Ratification of Selection of Independent Auditors,” “Advisory (Non-Binding) Vote Regarding Executive Compensation (Say-On-Pay)” and “Advisory (Non-Binding) Vote on the Frequency of Future Advisory Votes on Executive Compensation (Say-When-On-Pay)” provide more information on these proposals.

Could other matters be decided at the Annual Meeting?

On the date this Proxy Statement was printed, we did not know of any matters to be raised at the Annual Meeting other than those mentioned in this Proxy Statement. If you vote your proxy by following the instructions in this Proxy Statement and other matters are properly presented at the Annual Meeting for a vote of stockholders, the persons appointed as proxies by the Board will have discretion to vote your shares for you.

How many votes do I have, and who will count the votes?

You have one vote for each share of our Common Stock you own. Charles E. Barrantes, our Executive Vice President and Chief Financial Officer, and Christopher A. Wilson, our General Counsel, Vice President and Secretary, will act as inspectors of the election and will tabulate the votes.

How are abstentions and broker non-votes treated?

Abstentions and broker non-votes will be included in the number of shares present at the Annual Meeting for purposes of determining the presence of a quorum. (A “broker non-vote” occurs when a beneficial owner fails to provide the broker with instructions on how the vote the shares, and the broker lacks discretionary authority to vote the shares.) Abstentions and broker non-votes will not be counted either as a vote cast for or against the election of the two Class A directors, the ratification of selection of independent auditors, the advisory (non-binding) vote regarding executive compensation or the advisory (non-binding) vote regarding the frequency of future advisory votes regarding executive compensation.

How can I vote?

For Company stockholders of record, the Company has established the telephone and Internet voting described below. If your shares of common stock are held in a brokerage account, by a bank or other holder of record, you are considered a “beneficial owner” of those shares, and the availability of telephone and Internet voting will depend on the voting processes of your broker, bank or other holder of record. We therefore recommend that you follow the voting instructions in the materials you receive.

You may vote by telephone or via the Internet. You can vote by telephone or via the Internet by following the instructions in your enclosed proxy card, notice and/or voting instruction form. Votes submitted electronically over the Internet or by telephone must be received by 7:00 p.m. Eastern Standard Time on December 4, 2019. You can vote by calling the toll-free telephone number on your proxy card. Please have your proxy card available when you call. The website for Internet voting is www.proxyvote.com.

You may vote by mail. You can vote by mail by completing, signing and dating the enclosed proxy card and returning it promptly in the prepaid envelope provided. If you are a stockholder of record and you did not receive a prepaid envelope, please mail your signed proxy card to Continental Stock Transfer & Trust Company, 1 State Street, Floor 30, New York, New York 10275-0741, Attention: Proxy Department. If you mark your voting instructions on the proxy card, your shares will be voted as you instruct. If you return a signed proxy card but do not provide voting instructions, your shares will be voted FOR the election of the nominees for director, FOR the ratification of the selection of independent auditors, FOR the advisory (non-binding) vote on executive compensation and FOR future advisory (non-binding) votes on executive compensation to be held every three years.

You may vote in person at the Annual Meeting. You may attend the Annual Meeting and vote in person. If you hold your shares as a beneficial owner (“in street name”), you must request a legal proxy from your stockbroker in order to vote at the Annual Meeting. Otherwise, we cannot count your votes. Please see the notice or voting instruction form from your bank, broker or other holder of record for more information on these options.

What is the difference between holding shares of Common Stock as a stockholder of record and as a beneficial owner?

If your shares of Common Stock are registered in your name with Continental Stock Transfer & Trust Company, the Company’s transfer agent, you are a “stockholder of record” of those shares, and the Proxy Materials were sent to you by Continental Stock Transfer & Trust Company. If your shares of common stock are held in a brokerage account or by a bank or other holder of record, you are considered a “beneficial owner” of those shares, and Proxy Materials were sent to you by your broker, bank or other holder of record. As the beneficial owner you have the right to direct your broker, bank or other holder of record how to vote your shares by using the voting instruction card or by following their instructions for voting by telephone, Internet, by mail or other means.

May I revoke my proxy?

If you are a stockholder of record, you can change or revoke your proxy before it is exercised by giving written notice to our Secretary or in person at our corporate headquarters before the Annual Meeting that you have revoked your proxy, by delivering in a timely manner a valid proxy by mail, telephone or Internet with a date later than the prior proxy or by attending the Annual Meeting and voting in person. If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker, bank or other holder of record. All shares for which proxies have been properly submitted and not revoked will be voted at the Annual Meeting.

How will shares I hold in street name be voted?

If your shares of Common Stock are held in street name, your broker, bank or other holder of record, under certain circumstances, may not vote your shares without specific voting instructions under rules of The NASDAQ Stock Market LLC (“NASDAQ”). This is called a “broker non-vote.” We encourage you to provide instructions to your brokerage firm by voting your proxy. This ensures your shares will be voted at the Annual Meeting.

What does it mean if I receive more than one proxy card?

If you have more than one account at the transfer agent and/or with stockbrokers, you will receive separate proxy cards for each account. Please sign and return all proxy cards to ensure that all your shares are voted.

How many votes may be cast at the Annual Meeting?

Based on the number of shares of Common Stock outstanding on the record date, up to 30,573,863 votes may be cast on any matter.

How many shares of Common Stock do you need to hold the Annual Meeting (what are the quorum requirements)?

Shares representing a majority of our outstanding votes on the record date of October 8, 2019 must be present in person or by proxy to constitute a quorum for the transaction of business at the Annual Meeting. Accordingly, a quorum will be present at the Annual Meeting if 15,286,932 shares of Common Stock are represented at the Annual Meeting in person or by proxy. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker) or if you vote in person at the Annual Meeting. Abstentions and broker non-votes will be counted as present for purposes of determining a quorum.

Who nominates individuals for election to the Board?

Nominations for the election of individuals to the Board may be made by the Board or by any holder of our Common Stock.

How many votes must the director nominee receive to be elected?

The nominees receiving the highest number of “FOR” votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of the two Class A directors will be elected as the two Class A directors. This number is called a plurality. If you withhold authority to vote for the nominee on your proxy card, your vote will not count either “for” or “against” the nominee.

How many votes are required to ratify the selection of auditors?

The selection of Crowe LLP will be ratified if a majority of the votes cast are voted in favor of ratification.

How many votes are required to approve the advisory (non-binding) vote on executive compensation?

The votes cast “FOR” the advisory vote on executive compensation must exceed the votes cast “AGAINST” to approve, on a non-binding basis, the fiscal year 2019 compensation of our Chief Executive Officer, Chief Financial Officer and each of the three most highly compensated executive officers, other than each Chief Executive Officer and Chief Financial Officer serving as executive officers at the end of fiscal year 2019 whose total salary and bonus exceeds $150,000 as well as any additional individuals for whom disclosure would have been provided except that the individual was not serving as an officer of the Company at the end of fiscal year 2019 (such persons, the “Named Executive Officers”). Abstentions and, if applicable, broker non-votes are not counted as votes “FOR” or “AGAINST” this proposal.

How many votes are required to select the frequency of future advisory (non-binding) votes on executive compensation?

The alternative for the frequency of future advisory (non-binding) votes on executive compensation, whether every year, every two years or every three years, receiving the highest number of votes, or plurality, will be selected for the frequency of future advisory votes on executive compensation.

Is there a list of stockholders entitled to vote at the Annual Meeting?

A list of stockholders entitled to vote at the Annual Meeting will be available at the Annual Meeting and for ten days prior to the Annual Meeting by contacting the Company Secretary for any purpose appropriate to the Annual Meeting at our offices located at 39 East Union Street, Pasadena, California between the hours of 9:00 a.m. and 5:00 p.m.

Who pays the costs of soliciting these proxies?

The Company pays to distribute and solicit proxies and reimburses the reasonable fees and expenses incurred by brokers, nominees, fiduciaries and other custodians in forwarding proxy materials to stockholders. The directors, officers and employees of the Company may solicit proxies in person, through mail, telephone, the Internet, electronic transmission or other means. We do not pay those individuals additional compensation for soliciting proxies.

When will the voting results be announced?

We will announce the final voting results at the Annual Meeting. We will also report final voting results from the Annual Meeting in a Current Report on Form 8-K filed with the SEC within four business days of the Annual Meeting.

CORPORATE GOVERNANCE

Overview

This section of the Proxy Statement provides an overview of the corporate governance of General Finance Corporation. The Board of General Finance Corporation is committed to effective corporate governance. The Board regularly reviews the key governance documents of General Finance Corporation, including its Corporate Governance Guidelines, and these governance documents and policies are updated to reflect changes in applicable laws and corporate governance the Board determines to be in the best interests of the Company and its stockholders.

The Corporate Governance Guidelines of General Finance Corporation include the following key features:

•

A majority of our directors are independent.

•

A Lead Independent Director leads the independent directors.

•

The Audit, Compensation and Nominating and Governance Committees are comprised solely of independent directors.

•

The Company does not have a stockholder rights plan, or “poison pill.”

•

The Board has adopted a whistleblower policy which encourages employees to report any instances of fraud, dishonesty and violations of Company policies and procedures without fear of any retaliation or breach of confidentiality.

•

The Board has approved stock incentive plans and bonus plans for executives that enable the Company to “clawback” previously awarded compensation if the compensation was predicated on financial results which were the subject of a material financial restatement, the recipient was deemed to have engaged in fraud or misconduct that caused the material financial restatement and a lower granting, vesting or payment would have resulted based upon the restated financial results.

•

The Board and each of its committees have the authority to retain outside advisors.

•

The Audit Committee monitors and restricts the hiring of current and former Company employees by our independent auditor.

•

The Compensation Committee may only select or receive advice from any compensation consultant, legal counsel or other advisor to the Committee, other than in-house legal counsel, after taking into consideration the factors identified by NASDAQ as necessary to evaluate independence and affirmatively determine whether the consultant, legal counsel or advisor is independent in the judgment of the Compensation Committee.

•

There are no interlocks among Compensation Committee members.

•

The responsibilities of the committees of our Board set forth in each committee’s charter are regularly reviewed, updated as necessary and posted to the Company’s website.

•

The Company’s Code of Ethics is regularly reviewed and posted to the Company’s website.

•

The Board and each of its committees perform self-assessments.

•

The Board has adopted an “overboarding policy” which prohibits directors from serving on more than six public company boards.

•

The Board has adopted stock ownership guidelines for directors.

•

Each director attended at least 75% of the Board and committee meetings of which he or she was a member, and the Board has adopted an attendance policy requiring board members to attend 75% of the Board meetings and committee meetings of which each director is a member in each fiscal year with attendance excused in the case of medical issues or illness.

The Corporate Governance Guidelines and the following additional corporate governance materials are published at the General Finance Corporation website www.generalfinance.com under the “Governance” section:

•

Audit Committee Charter

•

Charter of the Lead Independent Director

•

Compensation Committee Charter

•

Code of Ethics

•

Corporate Governance Guidelines

•

Nominating and Governance Committee Charter

We will provide without charge copies of any the documents listed above upon written request to the General Finance Corporation Secretary, 39 East Union Street, Pasadena, California 91103. The information on our website is not part of this Proxy Statement.

GOVERNANCE INFORMATION

Board of Directors

General Oversight

The business of the Company is managed under the direction of the Company’s Board. The Board’s general oversight responsibility is conferred by the Delaware General Corporation Law, the Company’s Amended and Restated Certificate of Incorporation and the Company’s Second Amended and Restated Bylaws (“Bylaws”). The leadership structure of the Board and its committees assist the Board in exercising its fiduciary duties as it oversees the Company’s business affairs, Chief Executive Officer performance and succession, internal controls over financial reporting and long-term strategy.

Leadership Structure

The Company does not have a formal policy concerning whether the same individual may serve as the Chief Executive Officer and Chairman of the Board. In June 2014, the Board approved a Charter for the Lead Independent Director, elected Ronald F. Valenta as the Chairman of the Board and elected James B. Roszak as the Lead Independent Director. The Charter of Lead Independent Director provides that the Lead Independent Director must be independent and delineates the powers of the Lead Independent Director, including the power to call meetings, to develop agendas for executive sessions of the Board’s independent members and to preside at executive sessions of the Board’s independent directors. Ronald F. Valenta retired as the Chief Executive Officer effective December 31, 2017 and continues to serve as the Board’s Executive Chairman. Jody Miller has served as our Chief Executive Officer and President since January 1, 2018.

Risk Oversight

The identification, evaluation and mitigation of risks arising in connection with the Company’s businesses are the responsibility of the Company’s senior management. The Board’s responsibility is to understand the risks related to the Company’s businesses and to oversee senior management’s mitigation of those risks.

The Board and the Audit Committee receive regular reports from senior management concerning the risks related to the Company’s businesses.

The Audit Committee and the Nominating and Governance Committee have certain risk management oversight responsibilities and regularly report to the Board concerning risk management. These reports include

the risks considered by each committee and the direction given to management to mitigate these risks. The Audit Committee oversees compliance by the Company with legal requirements and regularly receives reports concerning the Company’s significant internal controls, steps taken by management to maintain a strong internal controls environment and enterprise risk management. In addition, representatives of the Company’s independent auditors attend Audit Committee meetings, deliver presentations to the Audit Committee and meet with the Audit Committee in private session. The Company’s Chief Financial Officer and General Counsel also meet in private session with the Audit Committee. The Nominating and Governance Committee develops corporate governance principles and oversees management’s evaluation and mitigation of risk relating to the Company’s Code of Ethics and business practices.

Corporate Governance

Our corporate governance reflects the principles that guide the Company. Our corporate governance framework specifies the duties, responsibilities and rights of our stockholders, Board and management. Our corporate governance principles are found in the Company’s charter documents, the Company’s Corporate Governance Guidelines, Company’s Code of Ethics, committee charters and other policies approved by the Board.

The Corporate Governance Guidelines were adopted by the Board in December 2010. The Corporate Governance Guidelines are reviewed at least annually to guide our corporate governance to address changing regulatory requirements and as circumstances warrant.

Our Corporate Governance Guidelines, Code of Ethics and committee charters are available for review on our website https://generalfinance.com/corporate-charters or may be requested without charge by written request to our Secretary, General Finance Corporation, 39 East Union Street, Pasadena, California 91103. The information on our website is not part of this Proxy Statement.

Director Independence

NASDAQ Stock Market Rules require that a majority of the members of the Board be “independent directors,” which is defined generally as a person, other than an officer or employee of the Company or its subsidiaries, having no relationship, which, in the opinion of the Company’s Board, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. All members of the Board’s Audit, Compensation and Nominating and Governance Committees are “independent” within the meaning of NASDAQ Stock Market Rules and Rule 10A-3(b)(i) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In making these determinations, the Board was presented with a report from the Company’s General Counsel and discussed information provided by the directors and the Company to determine whether each director’s business and personal activities and relationships would interfere with the exercise of each director’s independent judgment. To assist with this evaluation each director and executive officer is required to complete a director and officer questionnaire each year which requires disclosure of transactions with the Company in which the director or officer, or any members of his or her family, have a direct or indirect material interest and which requires disclosure of any relationships or transactions which could interfere with the director’s exercise of independent judgment.

The Board has determined that Ms. Harris and Messrs. Baribault, Roszak, Tashjian and Trussler are independent under NASDAQ Stock Market rules and Rule 10A-3(b)(i) of the Exchange Act and have no relationship with the Company except as a director and stockholder. The Board determined that Mr. Valenta is not independent because he served as the Chief Executive Officer of the Company until December 31, 2017. The Board determined that Mr. Marrero is not independent because he serves as the President of Main St. Personal Finance, Inc., a specialty finance company controlled by Mr. Valenta. The Board determined that Mr. Miller is

not independent because he serves as the President and, since December 31, 2017, as the Chief Executive Officer of the Company.

Executive Sessions of Independent Directors

The Company’s corporate governance guidelines require independent directors to meet, without management, at regularly scheduled executive sessions which generally may take place after regularly scheduled meetings of the entire Board. The Chairman of the Board, the Lead Independent Director or any two independent directors may call a special executive session of the independent directors at any time. Such special executive sessions may take place after a regular or special meeting of the entire Board or at such other time deemed appropriate.

Lead Independent Director

The Charter of the Lead Independent Director was adopted and authorized by the Board. James B. Roszak has served as the Lead Independent Director since June 2014.

Board and Committee Meetings

The Board held six meetings during the fiscal year ended June 30, 2019, or fiscal year 2019, and acted by written consent four times. Five of the six meetings were regular meetings. The Board holds meetings each fiscal year according to a pre-arranged schedule, but the Board also holds special meetings and acts by written consent from time to time as needed.

Each director attended more than 97.9% of all meetings of the Board and 100% of the committee meetings of the committees on which he or she served during fiscal year 2019.

Board Committees

The Board has an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. Each committee regularly delivers reports to the full Board concerning its meetings and actions. In fiscal year 2019 the independent directors met in executive session five times, and the Audit Committee met in executive session in each of its four regularly scheduled meetings.

Audit Committee. The Audit Committee consists of Mr. Roszak, as Chair, Mr. Baribault, Ms. Harris and Mr. Tashjian. The Board has determined that each member of the Audit Committee qualifies as “independent” within the meaning of NASDAQ Stock Market Rules and Section 10A of the Exchange Act. Our Board has determined that Mr. Roszak, Mr. Baribault and Mr. Tashjian each qualify as an “audit committee financial expert,” as defined in the rules and regulations of the SEC and NASDAQ. In addition, Mr. Roszak, Mr. Baribault, Ms. Harris and Mr. Tashjian have the past employment experience in finance or accounting, requisite professional certification in accounting or other comparable experience or background that results in their financial sophistication.

The functions of the Audit Committee and its activities during fiscal year 2019 are described below under the heading “Report of the Audit Committee.”

The Board established the Audit Committee in May 2006 and adopted a written charter for the Audit Committee in June 2006. The Audit Committee reviewed and assessed the adequacy of the charter in September 2019. The Audit Committee charter was most recently amended in September 2019 to add cybersecurity to the Audit Committee’s oversight responsibilities. A copy of the Audit Committee Charter is available free of charge on the “Governance” section in our website at www.generalfinance.com or by written request addressed to our Secretary.

The Audit Committee met five times in fiscal year 2019.

Compensation Committee. The Compensation Committee consists of Ms. Harris, as Chair, Mr. Baribault, Mr. Roszak and Mr. Tashjian, each of whom is an independent director under NASDAQ Stock Market Rules and Section 10A of the Exchange Act. The purposes of the Compensation Committee are to determine and approve the goals, objectives and compensation structure for our executive officers and to review the performance of our executive officers and the Company’s management resources, succession planning and development activities.

The Board established the Compensation Committee in May 2006. The Compensation Committee adopted its charter in February 2007. The Compensation Committee reviews its charter annually and recommends to the Board any changes to the charter it believes are warranted. The Compensation Committee amended its charter in June 2011 and October 2013. The October 2013 amendments provided that each member of the Compensation Committee must be “independent” with the meaning of SEC and NASDAQ Stock Market Rules, that committee member independence must be evaluated from a variety of factors, including committee member compensation sources and affiliation with the Company and that the Company’s chief executive officer may not be present during voting or deliberations concerning his compensation. The June 2011 amendments to the charter provided that each member of the Compensation Committee must be independent within the meaning of NASDAQ Stock Market Rules and Rule 10A-3(b)(i) under the Exchange Act, and that prior to selection of an executive compensation advisor, the Compensation Committee must evaluate the independence of the executive compensation advisor by considering the factors identified by the SEC necessary to determine the executive compensation advisors are independent. A copy of the Compensation Committee Charter is available free of charge on the “Governance” section in our website at www.generalfinance.com or by written request addressed to our Secretary.

The Compensation Committee met three times in fiscal year 2019.

Nominating and Governance Committee. The Nominating and Governance Committee consists of Mr. Tashjian, as Chair, Ms. Harris and Mr. Roszak. The Board has determined that each member of the Nominating and Governance Committee qualifies as “independent” within the meaning of NASDAQ Stock Market Rules and Section 10A of the Exchange Act. The Nominating and Governance Committee is responsible for certain matters, which include reviewing the size and composition of the Board, overseeing the selection of persons to be nominated to serve on our Board, maintaining and overseeing the corporate governance of the Company, assuring that the Board conducts an annual self-evaluation and periodically reviewing the Company’s succession plans.

The Board established and adopted a written charter for the Nominating and Governance Committee in January 2006 and amended its charter in September 2009. A copy of the Nominating and Governance Committee Charter is available free of charge on the “Governance” section in our website at www.generalfinance.com or by written request addressed to our Secretary.

The Nominating and Governance Committee met one time in fiscal year 2019.

Composition of the Board and Review of Director Nominees

The Nominating and Governance Committee periodically assesses and makes recommendations to the Board concerning the size and composition of the Board. The Nominating and Governance Committee seeks to achieve a balance of diverse knowledge, experience and capabilities on the Board. The committee is responsible for identifying and assessing potential director candidates from directors, management and stockholders. The Nominating and Governance Committee recommends qualified candidates to the Board.

Stockholders’ nominees for director must be delivered to the Company in writing and include the written consent of and background information concerning the nominee sufficient for the Nominating and Governance

Committee to evaluate the candidate’s qualifications. Stockholder nominees for director must be delivered pursuant to all of the requirements described in the paragraphs below and the section of this Proxy Statement entitled “Stockholder Recommendations for Board Nominees.” When considering candidates for director, the Nominating and Governance Committee takes into account a number of factors, including the following:

•

Ethics and integrity;

•

Ability to attend regular and special board and committee meetings and willingness to perform the duties of a director;

•

Excellent moral character and reputation;

•

Industry knowledge, contacts and network of potential clients in industries served by the Company;

•

Ability to be responsible and fair-minded;

•

Prior experience, including service on boards of directors;

•

Senior-level management experience;

•

Whether the candidate has a background that would provide diversity to the Board; and

•

Possession of specific skills in auditing, accounting, personnel and finance.

Candidates need not possess all of these characteristics, nor are all of these factors weighed equally.

The Nominating and Governance Committee periodically determines whether any vacancies on the Board are expected. If vacancies are anticipated or arise, or the size of the Board expands, the Nominating and Governance Committee will consider potential candidates for director. Candidates may come to the attention of the Board through current Board members or management, stockholders or other persons. These candidates will be evaluated at regular or special meetings of the Nominating and Governance Committee and may be considered at any point during the year.

The Nominating and Governance Committee will consider candidates for directors proposed by stockholders who follow the proper procedures in submitting the recommendation. The Board will consider candidates recommended by stockholders using the same criteria it applies to candidates recommended by directors. To be considered for election at an annual meeting, the recommendation must be submitted not later than the close of business on the 10th day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made. The recommendation must be in writing and addressed to the Secretary and must include the following: (i) a statement that the writer is a stockholder and is proposing a candidate for consideration by the Nominating and Governance Committee; (ii) the name and contact information for the candidate; (iii) a statement of the candidate’s business and educational experience; (iv) information regarding each of the factors listed above (other than the factor regarding board size and composition) sufficient to enable the Nominating and Governance Committee to evaluate the candidate; (v) a statement detailing any relationship between the candidate and any competitor of the Company; (vi) detailed information about any relationship or understanding between the writer and the candidate; and (vii) a statement that the candidate is willing to be considered and is willing to serve as a director if nominated and elected.

Compensation Committee Interlocks and Insider Participation

No person who served on the Compensation Committee in fiscal year 2019 was, during the year or previously, an officer or employee of the Company or had a relationship with the Company requiring disclosure under Item 404 of Regulation S-K. Since July 2011 Mr. Marrero has served as the President of Main St. Personal Finance, Inc., a company controlled by Ronald F. Valenta. Mr. Valenta has the power to set Mr. Marrero’s incentive compensation. No other interlocking relationship exists between any member of the Board and any member of any other Company’s Board or compensation committee.

Review and Approval of Transactions with Related Persons

The Company has not adopted a formal written policy regarding transactions with related persons. The Company’s Code of Ethics for Directors, Officers and Employees (“Code of Ethics”) requires the disclosure of all potential conflicts of interest. Delaware law in turn requires that each director or officer disclose to the Board all material facts relating to such director’s or officer’s relationship or interest in a proposed contract or transaction and that a majority of the Board, with any interested director abstaining, approve the contract or transaction in good faith.

The Board is responsible for reviewing any proposed transaction with related persons. The Board considers all relevant information in deciding whether to approve or reject a transaction with a related person. Information relating to transactions between the Company and related persons is set forth in “Transactions with Related Parties.”

Communication with the Board Directors

Stockholders may communicate with the Board in writing by mail delivered to the following address: General Finance Corporation, 39 East Union Street, Pasadena, California 91103, Attention: Secretary. All notices and communications received in writing will be distributed to the Chairman of the Board, the Lead Independent Director and, if applicable, the chairman or chair of the appropriate Board committee.

Code of Ethics

The Company’s Code of Ethics applies to all our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. The Code of Ethics sets forth the guiding principles by which the Board, officers and employees operate the Company’s businesses. The Code of Ethics is posted on our Internet website at www.generalfinance.com under the “Governance” section.

We will provide a copy of the Code of Ethics upon written request delivered to General Finance Corporation, 39 East Union Street, Pasadena, California 91103, Attention: Secretary.

Compensation of Non-Employee Directors

We currently have five non-employee directors who qualify for compensation. In fiscal year 2019 the five non-employee directors received the cash compensation and annual award of restricted stock shown below in the table below entitled “Fiscal Year 2019 Non-Employee Director Compensation.”

Cash Compensation

In June 2018, the Compensation Committee approved a schedule of cash compensation of our non-employee directors effective July 1, 2018. The following table summarizes the schedule of compensation of our non-employee directors (directors who also serve as officers receive no additional compensation for their services as directors). In addition to the compensation set forth below, each director is also eligible for reimbursement of reasonable expenses incurred in connection with the director’s services.


Annual Retainer—Non-Employee Directors	$	60,000
Lead Independent Director		20,000
Additional Annual Retainer—Audit Committee Chair		12,000
Additional Annual Retainer—Compensation Committee Chair		10,000
Additional Annual Retainer—Nominating and Governance Committee Chair		6,000
Special Meeting Attendance Fee		1,500

The annual retainers are payable in advance in quarterly installments. Fees to directors are paid for special meetings other than regular meetings of the Board and committees.

Annual Award of Restricted Stock

Each non-employee director, except for Mr. Trussler and Mr. Valenta, received an annual award of $45,000 in restricted stock that vests on the first anniversary of the date of grant if the director continues to serve on the Board. Subsequent to June 2018, this annual award increased to $60,000.

The following table sets forth information regarding compensation earned during fiscal year 2019. Employee directors do not receive any compensation for service on the Board.

Fiscal Year 2019 Non-Employee Director Compensation


Name	Annual Retainer(1)		Lead Independent Director		Committee Chair Fees		Committee Meeting Fees		Total Cash Fees		Stock Awards(1)		Total
James B. Roszak	$	60,000	$	20,000	$	12,000	$	10,500	$	102,500	$	60,000	$	162,500
Manuel Marrero		60,000		—		—		4,500		64,500		60,000	$	124,500
Susan L. Harris		60,000		—		10,000		9,000		79,000		60,000	$	139,000
Larry D. Tashjian		60,000		—		6,000		9,000		75,000		60,000	$	135,000
William H. Baribault		60,000		—		—		10,500		70,500		60,000	$	130,500

(1)

On December 6, 2018, each non-employee director, except for Mr. Trussler and Mr. Valenta, was granted 4,971 non-vested equity shares, or restricted stock, with an aggregate value of $60,000 as of the date of grant based on the NASDAQ closing price of $12.07 per share. These non-vested equity shares vest one year from the date of grant if the director continues to serve on the Board.

Stock Ownership Guidelines

In December 2013 the Board adopted stock ownership guidelines. The guidelines recommend that within four years of their adoption each non-employee director acquire Company common stock with an aggregate fair market value equal to or greater than four times the annual cash retainer, not including committee cash retainers, received by each non-employee Company director. As of October 8, 2019, each non-employee director owned more Company common stock than is required by the Company’s stock ownership guidelines.

Director Attendance at Annual Meetings

We have scheduled a board meeting in conjunction with our Annual Meeting and expect that our directors will attend, absent a valid business or personal reason not to attend.

PROPOSAL 1:

ELECTION OF DIRECTORS

(Item Number 1 on the Proxy Card)

Background

Pursuant to our Amended and Restated Certificate of Incorporation, the Board must consist of no less than three members, the exact number of which is determined from time to time by the Board, divided into three classes designated Class A, Class B and Class C, respectively. As of the Annual Meeting, the number of directors will be fixed at eight.

The terms of the Class A directors will expire as of the annual meeting of stockholders in 2019, the terms of the Class B directors will expire as of the annual meeting of stockholders in 2020 and the terms of the Class C directors will expire as of the annual meeting of stockholders in 2021. Upon expiration of the terms of the directors of each class as set forth above, the terms of their successors in that class will continue until the end of their terms and until their successors are duly elected and qualified.

The Board has nominated two Class A directors, Manuel Marrero and Douglas Trussler, for re-election by the stockholders. If a nominee is unable to serve or for good cause will not serve, your proxy holders may vote for another nominee proposed by the Board. If any director resigns, dies or is otherwise unable to serve out his or her term, the Board may fill the vacancy until the next Annual Meeting.

Information Concerning the Nominees and Continuing Director

The following information is provided regarding the nominees and the continuing directors:


Name	Age		Director Since		Term to Expire
Nominees—Class A Directors:
Manuel Marrero		61		2005		2019
Douglas B. Trussler		48		2017		2019
Class B Directors:
James B. Roszak (Lead Independent Director)		78		2005		2020
Susan L. Harris		62		2008		2020
Jody E. Miller		52		2017		2020
Class C Directors:
Ronald F. Valenta (Chairman)		60		2005		2021
William H. Baribault		74		2015		2021
Larry D. Tashjian		66		2014		2021

Nominees

Each nominee is a current director has consented to serve as a director. The Board has no reason to believe that the nominees will be unable to serve as directors. If any nominee is unable to serve or should a vacancy occur before the Annual Meeting, the Board may designate a substitute nominee. If a substitute nominee is named, your shares will be voted in favor of the election of the substitute nominee designated by the Board.

Douglas B. Trussler was elected as a director in December 2017. Mr. Trussler has served as a founding partner and investment committee member of Bison Capital Partners since 2001. From 1995 to 2000 Mr. Trussler served as a principal of Windward Capital Partners. Mr. Trussler graduated from the Richard Ivey School of Business Administration in 1993. Mr. Trussler’s experience includes capital markets fund raising, deal sourcing, mergers and acquisition due diligence and structuring and exit strategy execution.

Manuel Marrero has been a director since November 2005, and Mr. Marrero served as a director of Royal Wolf Holdings Limited from October 2014 to October 2017. Since March 2009 Mr. Marrero has served as the Chief Executive Officer of the specialty finance companies of General Finance Group, Inc. and since August 2009 as the President of Main St. Personal Finance, Inc., companies controlled by Ronald F. Valenta. From January 2004 to March 2009, Mr. Marrero worked as a financial and operations management consultant with several companies, principally focused in consumer products brand management. From May 2002 until January 2004, Mr. Marrero served as the Chief Financial Officer of Mossimo, Inc., a designer and licensor of apparel and related products. From 1999 to 2001, Mr. Marrero was the Chief Operating Officer and Chief Financial Officer of Interplay Entertainment Corp., a developer, publisher and distributor of interactive entertainment software, and from 1996 to 1999 Mr. Marrero served as the Chief Financial Officer of Precision Specialty Metals, Inc., a light gauge conversion mill for flat rolled stainless steel and high performance alloy. Mr. Marrero has served on the boards of directors of Interplay OEM, Inc., Shiney Entertainment, Inc., Seed Internet Ventures, Inc., L.A. Top Producers, LLC, Friends of Rancho San Pedro and Tree People. Mr. Marrero’s business experiences and entrepreneurial accomplishments assist the Board in shaping the Company’s strategy and growth.

Continuing Directors

William H. Baribault has been a director since December 2015. Mr. Baribault has served on the Audit Committee and Compensation Committee since December 2016. Mr. Baribault has served as the chief operating officer and president of the Richard Nixon Foundation from 2014 to the present. Mr. Baribault has also served as an independent trustee of the American Funds from 2009 to the present and as a principal of Oakwood Enterprises, a private investment and consulting firm, from 1998 to the present. Mr. Baribault’s broad range of experience, including manufacturing, retail sales, expansion of product portfolios and acquisition strategies provide the Board with important perspectives in those areas.

Larry D. Tashjian has served as a director since February 2014 and the chair of the Nominating and Governance Committee since February 2016. He is the founder, President and CEO of CAM Capital Advisors, an opportunistic, valued-based manager in all asset classes. Prior to starting CAM Capital Advisors, he was Chief Executive Officer of Provident Investment Counsel (“PIC”), a Pasadena-based investment company that specializes in growth stocks. During his time with PIC (1981—2005), Mr. Tashjian was an integral part of the company’s growth. In 1995, he was intimately involved in the sale of PIC to United Asset Management, a New York Stock Exchange-listed company. He would go on to serve on its board of directors. Near the end of 2000, United Asset Management was acquired by Old Mutual PLC. Prior to joining PIC, Mr. Tashjian worked for the Bank of America, both in retail banking and corporate finance, and his professional career in investment management spans over 30 years. Mr. Tashjian’s other professional activities have included directorships at Bavarian Specialty Food Products, Southland Title Corporation, Lineage Capital Partners, S & S Portable Services and PGP Capital Advisors. He also currently serves as Chairman of Investment Managers Series Trust II, a multiple series trust investment company. In 2001, Mr. Tashjian helped found Professional Business Bank in Pasadena, California, which was initially sold to Belvedere Capital Management in 2005 and maintained his involvement with Professional Business Bank through continued board participation until the bank was ultimately sold again in late 2010. During this period of time, he served on the audit committee and chaired both the compensation and loan committees. Mr. Tashjian’s business and capital markets knowledge provide the Board with unique insights.

Ronald F. Valenta has served as a director since our inception and was appointed Executive Chairman of the Board on January 1, 2018. Mr. Valenta served as the Chairman of the Board since June 2014 and as the Chief Executive Officer from inception to December 31, 2017. Mr. Valenta has served as the chairman of General Finance Group, Inc. since 2008. From 1988 to 2003 Mr. Valenta served as the President and Chief Executive Officer of Mobile Services Group, Inc., a portable storage company he founded. From 2003 to 2006 Mr. Valenta was a founding director of the National Portable Storage Association, a storage industry non-profit organization. From 1985 to 1989, Mr. Valenta was a Senior Vice President of Public Storage, Inc. From 1980 to 1985, Mr. Valenta was employed by the accounting firm of Arthur Andersen & Co. in Los Angeles. Mr. Valenta’s experience in the portable storage industry, his financial and accounting background and the knowledge he acquired in managing diverse businesses provide the Board with key insights.

Susan L. Harris has been a director since 2008 and the Chair of the Compensation Committee since February 2016. Ms. Harris served as a director of portable storage companies Mobile Services Group, Inc. and Mobile Storage Group, Inc. from May 2004 to August 2006 and from May 2002 to August 2006, respectively. Ms. Harris retired from SunAmerica Inc., a NYSE-listed financial services company, where she served in a variety of positions between 1985 and 2000, including her most recent position as Senior Vice President, General Counsel and Corporate Secretary. Prior to joining SunAmerica Inc., Ms. Harris worked for the law firm of Lillick, McHose and Charles, specializing in corporate and securities law. Ms. Harris brings to our Board broad legal experience and knowledge of the portable storage industry that provide the Board with key perspectives in corporate governance, legal matters and portable storage.

Jody E. Miller was elected as a member of the Board in December 2017 and was appointed as the Chief Executive Officer in January 2018. Mr. Miller has served as our President since January 2017 and General Finance Corporation Executive Vice President from June 2015 to January 2017. Since July 2017, Mr. Miller has also served as the President of Southern Frac LLC, the Chief Executive Officer of GFN Manufacturing Corporation and GFN North America Corp. and the Chief Executive Officer of Lone Star Tank Rental Inc. Mr. Miller has also served as the Chief Executive Officer of GFN North America Leasing Corporation since June 2016. Mr. Miller has served as director of GFN Manufacturing Corporation, Lone Star Tank Rental Inc., GFN North America Leasing Corporation, GFN U.S. Australasia Holdings, Inc. and Royal Wolf Holdings Limited since June 2014, September 2014, June 2016, June 2016 and July 2016, respectively. Mr. Miller served as a consultant to GFN Manufacturing Corporation from May 2013 to June 2015. Mr. Miller has over 25 years of experience in the equipment rental industry, including five years at Mobile Mini, Inc. as Executive Vice President and Chief Operations Officer, five years at Mobile Storage Group, Inc. as Senior Vice President and fifteen years at RSC Holdings, Inc. where he held many positions including Regional Vice President for seven years. Mr. Miller is a 1990 graduate of Central Missouri State University.

James B. Roszak has been a director since November 2005 and our Lead Independent Director since June 2014. Mr. Roszak was employed by the Life Insurance Division of Transamerica Corporation, a financial services organization engaged in life insurance, commercial lending, equipment leasing and real estate services, from 1962 until his retirement in 1997. From 1978 to 1988 Mr. Roszak was based in Toronto, Canada and during that time served as the President and Chief Executive Officer of Transamerica’s life insurance operations in Canada. In 1988 Mr. Roszak returned to the U. S. Life insurance operations as the Chief Marketing Officer and was subsequently named President, the capacity in which he served until his retirement. Mr. Roszak also served on the board of directors of buy.com, an Internet retailer and NASDAQ-listed company and also served as its interim Chief Executive Officer from February 2001 to August 2001 when it was taken private. He was also a director of National RV Holdings from June 2003 until July 2008. He is currently a member of the Board of Trustees of Chapman University where he is the Chairman of the Finance Committee. Our board benefits from Mr. Roszak’s management and board experience and deep knowledge of finance, accounting, international business, operations and risk management.

Vote Required

The two nominees for Class A director receiving the highest number of “FOR” votes, or a plurality, of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of the two Class A directors will be elected as the two Class A directors. If you do not vote for a nominee, or you withhold authority to vote for the nominee on your proxy card, your vote will not count either “for” or “against” the nominee.

The persons appointed by the Board as proxies intend to vote for the election of the Director nominees, unless you indicate otherwise on the proxy or voting instruction card.

Recommendation

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE

BOARD NOMINEES.

PROPOSAL 2:

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

(Item Number 2 on the Proxy Card)

Background

The Audit Committee selected Crowe LLP as our independent auditors for fiscal year ending June 30, 2020, or fiscal year 2020. We are asking the stockholders to ratify this selection. We expect a representative from Crowe LLP to participate in the Annual Meeting and the Crowe LLP representative will have the opportunity to make a statement if desired and to respond to appropriate questions by stockholders.

Aggregate fees billed to us by Crowe LLP for professional services rendered with respect to our fiscal year ended June 30, 2019, or fiscal year 2019, and our fiscal year ended June 30, 2018, or fiscal year 2018, were as follows:


	2019		2018
Audit Fees	$	621,044	$	683,522
Audit-Related Fees		201,193		209,250
Tax Fees		—		—
All Other Fees		—		—

In the above table, in accordance with the SEC’s definitions and rules, “audit fees” are fees we paid for professional services for the audit of our consolidated financial statements, including those in our Annual Report on Form 10-K and local statutory audit requirements and reviews of our Quarterly Reports on Form 10-Q. “Audit-related fees” are fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. “Tax fees” are fees for tax compliance, tax advice and tax planning.

The policy of the Audit Committee is that it must approve in advance all services (audit and non-audit) to be rendered by the Company’s independent auditors. The Audit Committee approved in advance the engagement of Crowe LLP for services in fiscal year 2018 and fiscal year 2019.

Vote Required

The ratification of the selection of Crowe LLP requires the affirmative vote of the holders of a majority of the number of shares present or represented by proxy and entitled to vote on this proposal. Abstentions will be counted as if voted “against” this proposal. If the stockholders do not ratify the selection, the adverse vote will be deemed to be an indication to the Audit Committee that it should consider selecting other independent auditors for fiscal year 2020. Because of the difficulty and expense of substituting accounting firms, it is the intention of the Audit Committee that the appointment of Crowe LLP for fiscal year 2020 will stand unless, for a reason other than the adverse vote of the stockholders, the Audit Committee deems it necessary or appropriate to make a change. The Audit Committee also retains the power to appoint another independent auditor at any time or from time to time if it determines it is in our best interests.

Recommendation

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE SELECTION OF CROWE LLP AS OUR INDEPENDENT AUDITORS FOR FISCAL YEAR 2020.

PROPOSAL 3:

ADVISORY (NON-BINDING) VOTE REGARDING EXECUTIVE COMPENSATION

(SAY-ON-PAY)

(Item Number 3 on the Proxy Card)

Background

Our 2019 Annual Meeting is the third annual meeting of stockholders at which the Company, as an accelerated filer, is required to hold an advisory, or non-binding, vote on its executive compensation policies. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires that Company stockholders have the opportunity to cast an advisory, non-binding, vote on executive compensation, commonly known as a “Say-on-Pay” vote. The Dodd-Frank Act requires that we hold an advisory vote on executive compensation no less frequently than once every three years.

This advisory vote on executive compensation is a non-binding vote on the compensation of our Named Executive Officers. The vote solicited by this proposal will not bind the Company, the Board or our Compensation Committee. The Company nevertheless values the opinions of our stockholders and, if Proposal No. 3 concerning executive officer compensation was not approved, the Company would seriously evaluate stockholder concerns and consider what action, if any, to take in response.

The compensation program for our Named Executive Officers is described in the Compensation Discussion and Analysis section (“CD&A”) and in the disclosure relating to executive compensation set forth in this Proxy Statement. Please read the CD&A section starting on page 23 of this Proxy Statement for a detailed discussion about our executive compensation programs.

The CD&A section of this Proxy Statement describes the Company’s executive compensation program and compensation philosophy. The Compensation Committee has structured the Company’s compensation programs to align executive officers’ and stockholders’ interests. The Compensation Committee achieves this alignment by establishing long-term strategic goals intended to increase stockholder value and by rewarding executive’s achievement of those goals.

The CD&A section of this Proxy Statement also discusses how the design of the executive compensation program achieves key goals. The key goals served by the design of the executive compensation program are the reinforcement of the business strategy, the balancing of rewards for short-term and long-term strategic objectives, the motivation of executives to achieve a high degree of business performance without taking undue risk, the alignment of executives’ and stockholders’ interests and the attraction and retention of skilled executives who will increase stockholder value.

Stockholders will be asked at the Annual Meeting to approve the following resolution pursuant to this Proposal No. 3:

“RESOLVED, that the stockholders of General Finance Corporation approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Securities and Exchange Commission Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and narrative disclosures in the Company’s definitive Proxy Statement for the 2019 Annual Meeting of Stockholders.”

Vote Required

The votes cast “for” must exceed the votes cast “against” to approve, on an advisory basis, the compensation of our Named Executive Officers. Abstentions and, if applicable, broker non-votes are not counted as votes “for” or “against” this proposal.

Recommendation

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS, AS STATED IN THE FOREGOING RESOLUTION. PROXIES WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE IN THEIR PROXIES.

PROPOSAL 4:

ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES

ON EXECUTIVE COMPENSATION

(SAY-WHEN-ON-PAY)

(Item Number 4 on the Proxy Card)

Background

Our 2019 Annual Meeting is the third annual meeting of stockholders at which the Company, as an accelerated filer, is required to hold an advisory, or non-binding, stockholder vote concerning whether a future Say-on-Pay vote should occur every one, two or three years, commonly referred to as “Say-When-On-Pay” vote. At our December 2013 and December 2016 Annual Meetings the Company stockholders voted to hold an advisory, or non-binding, vote on the frequency of future advisory votes on the compensation of executive officers every three years.

You may vote to hold the vote every year, every two years, every three years or to abstain on the matter. For the reasons described below, our Board recommends that our stockholders select a “Say-When-On-Pay” vote every three years. We are required to solicit stockholder approval on the frequency of future Say-on-Pay proposals at least once every six years, although we may seek stockholder input more frequently.

Our Board believes that our current executive compensation programs directly link executive compensation to our financial performance and align the interests of our executive officers with those of our stockholders. Our Board has determined that an advisory vote on executive compensation every three years is the best approach for the Company based on a number of considerations, including the following:

•

Our compensation program does not change significantly from year to year and is designed to incentivize performance over a multi-year period. A Say-on-Pay vote held every three years would be more consistent with, and provide better input on, our long-term compensation, which constitutes a significant portion of the compensation of our Named Executive Officers;

•

Holding a “Say-When-On-Pay” vote every three years gives the Board and the Compensation Committee sufficient time to thoughtfully consider the results of the advisory vote, to engage with stockholders to understand and respond to the vote results and effectively implement any appropriate changes to our executive compensation policies and procedures;

•

A three-year vote cycle will provide stockholders with a more complete view of the amount and mix of components of the compensation paid to our Named Executive Officers, as the amount and mix of components may differ from year to year;

•

A three-year period between votes will encourages stockholders to take a long-term view of executive compensation and gives stockholders sufficient time to evaluate the effectiveness of our short- and long-term compensation strategies and the related business outcomes of the Company, and whether the components of the compensation paid to our Named Executive Officers have achieved positive results for the Company; and

•

Many large stockholders rely on proxy advisory firms for vote recommendations. We believe that a triennial vote on executive compensation, rather than an annual or biennial vote, will help proxy advisory firms provide more detailed and thorough analyses and recommendations. Less frequent Say-on-Pay votes will improve the ability of institutional stockholders to exercise their voting rights in a more deliberate, thoughtful and informed way that is in the best interests of stockholders.

Our stockholders also have the opportunity to provide additional feedback on important matters involving executive compensation even in the years when Say-on-Pay votes do not occur.

We understand that our stockholders may have different views as to what is the best approach for the Company, and we look forward to hearing from our stockholders on this Proposal No. 4.

You may cast your vote on your preferred voting frequency by choosing the option of one year, two years, three years or abstain from voting when you vote in response to the resolution set forth below.

Vote Required

The selection for the frequency of future advisory votes that receives the highest number of votes cast by stockholders will constitute the frequency of future advisory votes selected by our stockholders. The Board may determine, however, that a difference frequency of future advisory votes on executive compensation is in the best interests of the Company and its stockholders since the stockholder vote is advisory, or non-binding.

Recommendation

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “SAY-WHEN-ON-PAY” VOTE EVERY THREE YEARS. PROXIES WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE IN THEIR PROXIES.

REPORT OF THE AUDIT COMMITTEE

The following Report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent the Company specifically incorporates this Report by reference therein.

The Audit Committee oversees the financial reporting process on behalf of the Board of Directors. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements included in the Annual Report on Form 10-K filed with the SEC and the unaudited financial statements included with Quarterly Reports on Form 10-Q filed with the SEC.

The Audit Committee met and discussed with management and the independent auditors the matters required to be discussed under the rules and standards of the Public Company Accounting Oversight Board (“PCAOB”). These discussions included the clarity of the disclosures made therein, the underlying estimates and assumptions used in the financial reporting, the reasonableness of the significant judgments and management decisions made in developing the financial statements and the testing and evaluation of the system of internal control over financial reporting. In addition, the Audit Committee has discussed with the independent auditors their independence from the Company and has received the written letter required by the PCAOB from the independent auditors.

The Audit Committee also met and discussed with the independent auditors the overall scope and objectives of the audit, the Company’s critical accounting policies and the specific results of the audit. Management was present at all or some part of each of these meetings.

Pursuant to the reviews and discussions described above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2019.

Management is responsible for the Company’s financial reporting process, including its system of internal controls, and for the preparation of consolidated financial statements in accordance with generally accepted accounting principles. The Company’s independent auditors are responsible for auditing those financial statements. The Audit Committee’s responsibility is to monitor and review these processes. It is neither the Committee’s duty nor responsibility to conduct auditing or accounting reviews or procedures. Members of the Audit Committee are not employees of the Company and may not be, and do not represent themselves to be or to serve as, accountants or auditors by profession or experts in the fields of accounting or auditing. Therefore, members have relied, without independent verification, on management’s representation that the financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States of America and on the representations of the independent auditors included in their report on the Company’s financial statements. The Audit Committee’s oversight does not provide it with an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, consultations and discussions with management and the independent auditors do not assure that the Company’s financial statements are presented in accordance with generally accepted accounting principles, that the audit of the Company’s financial statements has been carried out in accordance with generally accepted auditing standards or that the Company’s independent accountants are in fact “independent.”

Respectfully Submitted,

James B. Roszak, Chairman

Susan L. Harris

William H. Baribault

Larry D. Tashjian

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of our common stock as of October 17, 2019, by (i) each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; (ii) each of our executive officers and directors; and (iii) all of our executive officers and directors as a group. Unless otherwise noted, we believe that each beneficial owner named in the table has sole voting and investment power with respect to the shares shown, subject to community property laws where applicable. An asterisk (*) denotes beneficial ownership of less than one percent.


	Beneficial Ownership
Name	Number of Shares(1)		Percent of Class(1)
Directors and Executive Officers
Ronald F. Valenta(2)(3)		4,763,741		15.5	%
James B. Roszak(2)(4)		129,104		(*)
Larry D. Tashjian(2)(5)		237,713		(*)
Manuel Marrero(2)(6)		159,509		(*)
Susan L. Harris(2)(7)		64,884		(*)
William H. Baribault(2)(8)		34,251		(*)
Douglas B. Trussler(9)(10)		1,235,294		4.0	%
Charles E. Barrantes(2)(11)		386,250		1.3	%
Christopher Wilson(2)(12)		371,852		1.2	%
Jeffrey Kluckman(2)(13)		298,788		(*)
Neil Littlewood(14)(15)		71,362		(*)
Theodore M. Mourouzis(16)(17)		511,497		1.7	%
Jody M. Miller(2)(18)		397,241		1.3	%
All executive officers and directors as a group (twelve persons)		8,661,486		27.4	%
5% Stockholders
Olowalu Holdings, LLC(19)		2,438,224		8.0	%
2863 S. Western Avenue Palos Verdes, California 90275
Neil Gagnon(20)		3,616,429		11.8	%
1370 Avenue of the Americas, Suite 2400 New York, New York 10019
Ronald L. Havner, Jr.
and Lee Ann R. Havner(21)		5,482,100		17.9	%
c/o Karl Swaidan Hahn & Hahn LLP 301 East Colorado Boulevard, Suite 900 Pasadena, California 91101

(1)

Based on 30,573,863 shares of common stock outstanding as of October 17, 2019. In accordance with the rules of the SEC, person is deemed to be the beneficial owner of shares that the person may acquire within the following 60 days (such as upon exercise of options or warrants or conversion of convertible securities). These shares are deemed to be outstanding for purposes of computing the percentage ownership of the person beneficially owning such shares but not for purposes of computing the percentage of any other holder.

(2)	Business address is General Finance Corporation, 39 East Union Street, Pasadena, California 91103.

(3)

Includes 4,527,741 (including 16,667 restricted shares) shares owned and 236,000 shares that may be acquired upon exercise of options owned by GF Group Holdings, Inc., a corporation over which Mr. Valenta exercises voting and investment control. 2,995,573 of these shares are pledged to secure the repayment of three loans and a charitable gift.

(4)	Includes 120,104 shares owned (including 4,971 restricted shares) and 9,000 shares that may be acquired upon exercise of options.

(5)	Includes 188,068 shares owned (including 4,971 restricted shares), 13,500 shares owned by Mr. Tashjian’s children over which Mr. Tashjian exercises investment power, 30,000 shares owned by a family limited partnership and 6,145 shares owned by a family trust.

(6)	Includes 150,509 shares owned (including 4,971 restricted shares) and 9,000 shares that may be acquired upon exercise of options.

(7)	Includes 55,884 shares owned (including 4,971 restricted shares) and 9,000 shares that may be acquired upon exercise of options.

(8)	Consists of 34,251 shares owned (including 4,971 restricted shares).

(9)	Business address is Bison Capital, 233 Wilshire Boulevard, Suite 425, Santa Monica, California 90401.

(10)

Consists of 1,235,294 shares owned by Bison Capital Partners V, L.P. and Bison Capital Partners V-A, L.P. (with 1,130,566 shares owned by Bison Capital Partners V, L.P. and 104,728 shares owned by Bison Capital Partners V-A, L.P.). Mr. Trussler is a managing member of the general partner of Bison Capital Partners V, L.P. and Bison Capital Partners V-A, L.P.

(11)	Includes 127,750 shares (including 18,333 restricted shares) owned and 258,500 shares that may be acquired upon exercise of stock options.

(12)	Includes 113,352 shares (including 16,667 restricted shares) owned and 258,500 shares that may be acquired upon exercise of stock options

(13)	Includes 123,788 shares (including 26,666 restricted shares) owned and 175 shares owned by Mr. Kluckman’s child living in his residence and 175,000 shares that may be acquired upon exercise of stock options.

(14)	Business address is Level 3, 1-3 Merriwa Street, Gordon, New South Wales, Australia 2072

(15)	Consists of 71,362 restricted shares.

(16)	Business address is 9155 Harrison Park Court, Indianapolis, Indiana 46216.

(17)	Includes 471,272 shares owned (including 10,000 restricted shares), 2,819 shares owned by Mr. Mourouzis’ minor children and 87,406 shares that may be acquired upon exercise of stock options.

(18)	Includes 397,241 shares owned (including 89,388 restricted shares).

(19)

Information is based upon Amendment No. 4 to Schedule 13G filed on January 19, 2018. Olowalu Holdings, LLC (“Olowalu”), is a Hawaiian limited liability company, of which Rick Pielago and Marc Perez are the managers. Olowalu shares voting and investment power as to all of the shares shown with U.S. Commonwealth Life A.I., a Puerto Rican company, and the Ronald Valenta Irrevocable Life Insurance Trust No. 1, a California trust, of which Mr. Pielago is trustee. The Ronald Valenta Irrevocable Life Insurance Trust No. 1 is an irrevocable family trust established by Ronald F. Valenta in December 1999 for the benefit of his wife at the time, any future wife, and their descendants. Mr. Valenta, himself, is not a beneficiary of the Trust, and neither he nor his wife or their descendants has voting or investment power, or any other legal authority, with respect to the shares shown. Mr. Valenta disclaims beneficial ownership of the shares held by the Trust. Mr. Pielago and Mr. Perez may be deemed to be the control persons of Olowalu, and Mr. Pielago may be deemed to be the control person of the Ronald Valenta Irrevocable Life Insurance Trust No. 1.

(20)	Information is based upon Amendment No. 3 to Schedule 13G filed on December 31, 2018.

(21)

Information is based upon Amendment No. 10 to Schedule 13D filed on April 4, 2018 and a Form 4 filed on September 6, 2018 filed by the Havner Family Trust. The shares shown consist of 3,970,600 shares owned by the Havner Family Trust, 2,000 shares held by Ronald L. Havner, Jr., 9,500 shares owned by Lee Ann Havner and 1,500,000 shares owned by JCS Ventures II, LLC, a limited liability company of which Mr. Havner and Mrs. Havner act as managers.

COMPLIANCE WITH SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and 10% stockholders to file reports with the SEC on changes in their beneficial ownership of common stock and to provide us with copies of the reports. Based solely upon our review of the forms furnished to us and written representations from certain reporting persons, we believe that in fiscal year 2019 our directors and officers who are subject to Section 16(a) of the Securities Exchange Act of 1934, as amended, met all applicable filing requirements.

EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT

The following report of the Compensation Committee shall not be deemed to be incorporated by reference into any previous filing by the Company under either the Securities Act of 1933, as amended (“Securities Act”), or the Securities Exchange Act of 1934, as amended (“Exchange Act”), that incorporates future Securities Act or Exchange Act filings in whole or in part by reference.

The Compensation Committee has reviewed and discussed with management the following Compensation Discussion and Analysis section of the Company’s 2019 Proxy Statement. Based on our review and discussion, we have recommended to the Board that the following Compensation Discussion and Analysis be included in the Company’s 2019 Proxy Statement.

Compensation Committee

Susan L. Harris (Chair)

William Baribault

James B. Roszak

Larry D. Tashjian

COMPENSATION DISCUSSION AND ANALYSIS

Overview of Compensation Philosophy and Objectives

This Compensation Discussion and Analysis reviews the Company’s executive compensation program for fiscal year 2019.

The Company’s executive compensation program aligns the interests of our executive officers with the interests of our stockholders. The Company’s executive compensation program does so by establishing short-term and long-term and strategic goals to increase stockholder value and by rewarding the achievement by executive officers of those goals. The Compensation Committee periodically reviews and makes recommendations with respect to the adoption and implementation of equity-based and non-equity based compensation plans for executive officers. We therefore structure the compensation of our executive officers to reward the achievement of the strategic goals that drive stockholder value.

Say-on-Pay and Frequency of Say-on Pay Advisory Votes

The Company held its initial advisory vote on executive compensation at its December 2013 annual stockholder meeting at which time a non-binding, advisory vote on executive compensation was approved with approximately 98.6% of the stockholders who voted on the proposal approving the compensation of our Named Executive Officers. At the same December 2013 annual meeting of stockholders, we held our first advisory vote on the frequency of future advisory votes on executive compensation. The Company’s stockholders voted to hold triennial votes on executive compensation.

At our December 2016 annual meeting of stockholders we held our second advisory vote on executive compensation and our second advisory vote on the frequency of future advisory votes on executive compensation. The December 2016 non-binding, advisory vote on executive compensation was approved with approximately 99.2% of the stockholders who voted on the proposal approving the compensation of our Named Executive Officers. The Company’s stockholders also voted in December 2016 to hold a triennial vote on executive compensation.

Executive Compensation Program

The Compensation Committee of the Board is responsible for the establishment and development of the Company’s compensation philosophy. The Compensation Committee establishes, implements and monitors the structure of the Company’s executive compensation program.

The Compensation Committee designs the executive compensation program to achieve the following key goals:

•

Reinforce the business strategy;

•

Balance rewards that address both short-term and long-term strategic objectives;

•

Motivate executives to deliver a high degree of business performance without encouraging unnecessary risk taking;

•

Align executives’ interests with the stockholders’ interests; and

•

Attract and retain talented executives whose skills and achievements will increase stockholder value.

The Compensation Committee determines the structure and amount of all executive officer compensation, including grants of equity and non-equity compensation, after receiving recommendations from management and input from its independent compensation consultant, Semler Brossy Consulting Group, LLC.

The Compensation Committee believes the structure and implementation of the executive compensation program in fiscal year 2019 implemented its compensation philosophies. Each executive’s fiscal year plan consists of financial incentives based upon the achievement of earnings before interest, taxes, depreciation and amortization (“EBITDA”) targets and individualized key performance indicators. In fiscal year 2019 EBITDA-based targets constituted a meaningful portion of each executive’s incentive plan: 50% of the potential annual bonus for our chief executive officer, 48.3% of the potential bonus for our chief financial officer, 40% of the potential annual bonus of our executive vice president of global business development and 60% of the potential annual bonus of our chief executive officer of GFN Asia Pacific Holdings Limited (“Royal Wolf”). The remaining non-equity, performance-based incentive compensation for these executives was based on the attainment of key performance indicators created for each executive. The Compensation Committee believes this compensation program structure focuses the executive team on increasing revenues and profitability, a key element of the Company’s business strategy.

The Compensation established key performance indicators in fiscal year 2019 for our chief executive officer that reinforced our business strategy. Other non-financial objectives of performance-based incentive compensation of our chief executive officer and president included de-levering the Company’s balance sheet, mentoring and training members of the senior management team, attending investor conferences and earnings conference calls, overseeing the information technology consolidation plan, reducing stale inventory and implementing an enterprise financial management system.

The Compensation Committee believes that the compensation plans of Lone Star Tank Rental Inc. (“Lone Star”), Pac-Van, Inc. (“Pac-Van”), Royal Wolf and Southern Frac, LLC (“Southern Frac”), and the risks taken by their respective management teams to meet compensation plan goals, do not vary significantly between the four businesses.

The Compensation Committee also believes that compensation plans and practices of the Company, Lone Star, Pac-Van, Royal Wolf and Southern Frac do not create risks that are reasonably likely to have a material adverse effect on the Company. For fiscal year 2019, non-equity, performance-based compensation goals established by the Compensation Committee were based upon a variety of metrics, which include EBITDA, and key performance indicators. These objectives and metrics require executives to consider a variety of operating results in pursuing their compensation goals. The Compensation Committee believes that the structure of the

non-equity, performance-based compensation emphasizes long-term results, thereby reducing the risk that executives would take undue risk to achieve short-term goals. The Compensation Committee therefore believes the structure of the compensation plans for annual bonuses and the vesting of equity awards stock do not create risks that are reasonably likely to have a material adverse effect on the Company.

Elements of Compensation.

For the fiscal year 2019, the principal components of compensation for the President and Chief Executive Officer (principal executive officer), Chief Financial Officer (the principal financial officer) and the other three most highly compensated executive officers, or collectively the Named Executive Officers, were:

Annual base salary;

Non-equity performance-based annual incentive compensation; and

Long-term equity incentive compensation.

Base Salaries. Annual base salaries provide executive officers with a minimum level of cash compensation. We establish base salaries at levels so that a significant portion of the total cash compensation such executives can earn is performance-based (through annual incentive compensation). Base salaries are set based on factors, as applicable, that include whether a salary level is competitive with comparable companies, the recommendations of Mr. Miller for the other Named Executive Officers and the business judgment of the members of the Compensation Committee, as discussed further below.

Bonuses. Annual cash bonuses are designed to reward our executive officers, including each of the Named Executive Officers and certain employees, for achievement of financial and operational goals and individual performance objectives to enable us to meet long and short-term goals. In fiscal year 2019 the objectives related to financial metrics, such as EBITDA goals, and the achievement of other corporate, operational and financial goals. These goals and bonuses are determined annually at the discretion of the Compensation Committee in consultation with Mr. Miller.

Equity-Based Compensation. Equity awards of stock options and restricted stock are long-term incentives designed to reward long-term growth in the stockholder value. Stock option and restricted stock awards assist in the retention of executives because they are not exercisable at the time of grant and achieve their maximum value only if vesting conditions, which include performance goals and continued employment, are met. Stock options have value solely to the extent that the price of our common stock increases over the exercise price set as of the date of grant. The Compensation Committee believes that our executive officers should have an incentive to improve the Company’s performance by having an ongoing stake in the success of our business. The Compensation Committee seeks to create this incentive by granting executive officers stock options and restricted stock.

Stock Option and Restricted Stock Grant Practices

Grants of stock options and restricted stock to all of our executive officers and other employees, including the Named Executive Officers, must be approved by the Compensation Committee, which consists entirely of independent directors. Grants occur only at meetings of the Compensation Committee and such grants are made effective as of the date of the meeting or a future date, as in the case of the hiring of a new employee. Awards of stock options and restricted stock are not timed in coordination with the release of material non-public information. The exercise price of all stock options and restricted stock granted is equal to the closing market price of our common shares on the date of grant so that the executive officer may not profit from the option unless the price of the Company’s common shares increases.

The Compensation Committee determines stock option and restricted stock award levels using their judgment and the recommendations of Mr. Miller, consideration of the importance of an individual’s responsibilities and performance within the Company and equity awards at comparable companies.

Stock options and restricted stock granted by the Compensation Committee also are designed to help us retain executive officers in that stock options and restricted stock are not exercisable at the time of grant and achieve their maximum value only if performance criteria are met or if the executive remains in the Company’s employ for a period of years. All stock options and restricted stock granted to U.S. executive officers and employees in fiscal year 2019 vest ratably over three years based on continued employment while all equity incentives granted to Royal Wolf employees vested 50% ratably over three years based on continued employment and 50% ratably over three years based upon attaining EBITDA goals of Royal Wolf. The Compensation Committee believes that these vesting arrangements align the interests of option holders with stockholders by emphasizing a long-term view of building stockholder value. The Compensation Committee also believes that multi-year vesting reduces the risks that could arise from undertaking initiatives to realize annual EBITDA goals, such as through acquisitions or capital expenditures that could attain short-term goals while adversely effecting long-term stockholder value.

Grants of stock options and restricted stock under the 2009 Plan and the 2014 Plan are subject to the recoupment provisions included in each plan which require each option holder to forfeit all or any portion of an option grant and to reimburse the Company for all proceeds received from exercising stock options and restricted stock if (i) payment, grant or vesting was predicated on the achievement of financial results that were subsequently the subject of a material financial misstatement, (ii) the Board determines the award recipients engaged in fraud or misconduct that caused or partially caused the material financial restatement of the Company or any affiliate and (iii) a lower payment, award or vesting would have occurred based on the financial results.

Role of Executive Officers.

In general, Mr. Miller attends all meetings of the Compensation Committee at which compensation of the other Named Executive Officers or compensation policy is reviewed other than when his compensation is being discussed. Mr. Miller does not vote on items before the Compensation Committee. The Compensation Committee and the Board solicit Mr. Miller’s views on the performance of the executive officers who report to him.

Compensation Surveys.

Each component of compensation we pay to our Named Executive Officers—salary, cash bonuses, stock options and restricted stock—is based generally on the Committee’s assessment of each individual’s role and responsibilities. Consideration of market rates is an additional factor reviewed by the Committee in determining compensation levels. The Compensation Committee engaged Semler Brossy in fiscal year 2015 as its compensation consultants to analyze the Company’s compensation program, to provide a benchmarking analysis which compared the Company’s compensation program to industry peers and comparable companies and to assist with the design and implementation of the Company’s compensation program.

The Compensation Committee also bases its payment of base salary and annual bonuses for Named Executive Officers, other than the chief executive officer, on the attainment of objectives established by the Compensation Committee and based upon recommendations from Mr. Valenta. In establishing individual bonuses for senior executives, the Compensation Committee considers growth in the enterprise value, common stock price, EBITDA and other financial and corporate objectives, together with the executive officer’s contribution to the Company’s growth and profitability.

Compensation of Executives

The Compensation Committee sets the base salaries, bonus and equity compensation for the Named Executive Officers after consideration of benchmarking and other analyses from Semler Brossy, its independent compensation consultant, and recommendations prepared by Mr. Miller. Mr. Miller used information relating to each executive officer’s responsibilities and achievements in accomplishing the corporate objectives set by the

Compensation Committee for the previous year, his assessment of the individual performance of each named executive officer and to recommend to the Compensation Committee the annual incentive bonuses for each of the other Named Executive Officers.

The implementation of the executive compensation program underlined our commitment to pay for performance. Executives who achieved annual, long-term and strategic goals received compensation in accordance with their compensation plans, while executives who failed to achieve their goals received compensation corresponding to their performance.

In June 2019, the Compensation Committee considered the Company’s fiscal year 2019 revenues and EBITDA and the recommendations of Mr. Miller with respect to the individual performance of the other Named Executive Officers and the payment of bonuses for fiscal year 2019. The Company exceeded its EBITDA goal for fiscal year 2019 by a considerable margin. The Compensation Committee considered the completion by the Named Executive Officers of certain strategic and operational initiatives during fiscal year 2019 in awarding bonuses for fiscal year 2019.

Based on the review of the Compensation Committee and the consideration of Mr. Miller’s recommendations, the Compensation Committee awarded the following bonuses to the Named Executive Officers for fiscal year 2019.

The Compensation Committee determined that Mr. Miller exceeded his EBITDA goals and achieved all of his fiscal year 2019 key performance indicators, and the Compensation Committee therefore determined to pay Mr. Miller $279,500 for attaining his EBITDA targets, $25,000 for reaching his target for reducing senior indebtedness and 100% of his key performance indicators, or $125,000. The Compensation Committee determined that Mr. Barrantes exceeded his EBITDA goals and achieved virtually all of his fiscal year 2019 key performance indicators, and the Compensation Committee therefore determined to pay Mr. Barrantes 194.1% of his EBITDA target, or $123,200, and 96% of his key performance indicators, or $72,500. The Compensation Committee determined that Mr. Kluckman exceeded his EBITDA goals and achieved all of his fiscal year 2019 key performance indicators, and the Compensation Committee therefore determined to pay Mr. Kluckman $103,200 for exceeding his EBITDA target and 100% of his key performance indicators, or $75,000. The Compensation Committee determined that Mr. Littlewood exceeded his EBITDA goals and achieved all of his fiscal year 2019 key performance indicators, and the Compensation Committee therefore determined to pay Mr. Littlewood 109% of his EBITDA target, or $89,112, and 100% of his key performance indicators, or $54,378.

The executive compensation program therefore reflected the Company’s compensation philosophies by paying executive compensation only when the Company’s business goals are met.

Effective July 1, 2018 the annual base salaries of Mr. Miller and Mr. Barrantes were increased by 19.4% and 7.1%, respectively.

Neither the Committee nor Mr. Miller believe that the fiscal year 2019 goals will require the Named Executive Officers to take risks to achieve their EBITDA goals that are reasonably likely to have a material adverse effect on the Company.

Severance

Pursuant to separate employment agreements with Mr. Valenta, Mr. Miller, Mr. Barrantes and Mr. Kluckman, we will make severance payments equal to one year’s salary if such person’s employment is terminated by the Company without cause or by the employee for good cause, each as defined in their respective employment agreements. Pursuant to employment agreements with Mr. Littlewood, we will make a severance payment equal to six months’ salary, respectively, if his employment is terminated by Royal Wolf without cause or by the employee for good cause, each as defined in their respective employment agreements.

Each of these five employment agreements provide that each executive may be terminated for cause, and the Company or Royal Wolf, as applicable, would therefore not be required to pay severance equal to six months’ salary or one year’s salary, as applicable, if such executive breaches his employment agreement, commits any act of personal dishonesty, fraud or breach of fiduciary duty or trust, is convicted of or pleads guilty or no contest to any theft, fraud, breach of fiduciary duty or crime involving moral turpitude or felony, committed acts which give rise to liability for discrimination or harassment, violates directions from the Board or chief executive officer, acts in a manner that harms the reputation of the Company, is found liable of violating securities or other laws, fails to advance or cooperate with any investigation by the Company or misrepresents his experience or employment history.

Each of Mr. Valenta, Mr. Barrantes, Miller and Kluckman may terminate their employment for good reason and receive severance equal to one year’s salary if the Company reduces their base salary, permanently relocates their place of employment more than 40 miles from their current residence, hires a person to perform the job functions currently performed by such executive or assigns such executive duties beneath the duties they ordinarily perform.

We may also elect to pay six months’ compensation to Mr. Littlewood in lieu of providing six months’ prior notice of termination of his employment.

Clawback Policy

In accordance with the Dodd-Frank, the Compensation Committee has adopted recoupment provisions in the Company’s 2009 Plan, 2014 Stock Incentive Plan, the 2014 Restated Plan and in equity award agreements. The Compensation Committee will adopt an amended clawback policy once the SEC has adopted final rules to implement the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

Perquisites and Other Personal Benefits

Except for an expense allowance of $30,000 per year for Mr. Valenta, a car allowance of $650 per month for Mr. Miller and a monthly stipend of $450 for Mr. Kluckman, we do not have programs in place to provide personal perquisites for our executive officers. Mr. Valenta, Mr. Miller, Mr. Barrantes and Mr. Kluckman participate in the medical and dental insurance of Lone Star or Pac-Van at the expense of the Company. Messrs. Valenta, Mr. Barrantes, Miller and Kluckman are also eligible to participate in the 401(k) retirement plan of Pac-Van, Inc. Mr. Littlewood participates in the medical and dental insurance of Royal Wolf, and Royal Wolf contributes to Mr. Littlewood’s retirement plan as required by Australian law. We do not have any other retirement plans under which our executive officers may participate.

Tax & Accounting Considerations

Deductibility of Executive Compensation—Code Section 162(m). Section 162(m) of the Internal Revenue Code imposes a $1,000,000 limit on the annual deduction that may be claimed for compensation paid to each of the chief executive officer and the three other highest paid employees of a publicly held corporation (other than the chief financial officer). However, while the Compensation Committee considers the tax deductibility of compensation, the Committee has and may approve compensation that does not qualify for deductibility in circumstances it deems appropriate to promote varying corporate goals.

Accounting for Stock-Based Compensation. For the issuances of stock options, the Company follows the fair value provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Stock Compensation. FASB ASC Topic 718 requires recognition of employee share-based compensation expense in the statements of income over the vesting period based on the fair value of the stock option at the grant date. For a discussion of valuation assumptions used in the calculation of these amounts for fiscal year 2019, see Note 2, “Summary of Significant Accounting Policies,” and Note 9, “Equity Plans,” of the Notes to Consolidated Financial Statements included in our 2019 Annual Report filed with the SEC on September 12, 2019.

Report of the Compensation Committee

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with management. Based on the Compensation Committee’s review of and the discussions with management with respect to the Compensation Discussion and Analysis, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Respectfully Submitted,

Compensation Committee

Susan L. Harris (Chair)

William H. Baribault

James B. Roszak

Larry D. Tashjian

Summary Compensation Table

The following table contains summary compensation information of the following executive officers, or our “Named Executive Officers,” for fiscal years 2019, 2018 and 2017.

Summary Compensation Table


Name and Principal Position	Year		Salary		Bonus		Stock Awards		Option Awards(2)		All Other Compensation(5)		Total
Ronald F. Valenta		2019	$	240,000	$	185,000	$	—	$	—	$	30,730	$	455,730
Executive Chairman of the Board(4)(6)(7)		2018		332,500		392,500		—		—		39,228		764,228
Executive Chairman of the Board(4)(6)(7)		2017		425,000		118,125		240,000		—		101,739		884,864

Jody E. Miller		2019	$	400,000	$	429,500	$	334,997	$	—	$	10,871	$	1,175,368
President and Chief		2018		335,000		405,800		335,005		—		6,780		1,082,585
Executive Officer(4)(7)		2017		335,000		125,000		753,993		—		10,008		1,224,001

Charles E. Barrantes		2019	$	300,000	$	195,700	$	79,600	$	251,200	$	3,025	$	829,525
Chief Financial Officer and		2018		280,000		278,400		55,000		251,200		14,995		879,595
Executive Vice President(4)(6)		2017		280,000		80,000		72,000		99,400		50,782		582,182

Jeffrey A. Kluckman		2019	$	250,000	$	178,200	$	119,400	$	—	$	8,425	$	556,025
Executive Vice President		2018		241,250		214,400		110,000		151,300		5,130		722,080
of Global Business Development(4)(7)		2017		235,000		75,000		—		157,800		2,319		470,119

Neil R. Littlewood		2019	$	334,160	$	143,490	$	134,658	$	—	$	—	$	612,308
Chief Executive Officer,		2018		352,023		313,485		742,070		—		—		1,407,578
Royal Wolf(1)(3)		2017		365,128		7,303		139,819		—		—		512,250

(1)	Australian dollar to U.S. dollar exchange rates used were 0.7155 for fiscal year 2019, 0.7411 for fiscal year 2018 and 0.76869 for fiscal year 2017.

(2)

The amounts shown are derived from the amounts of compensation expense recognized by us relating to the grants of stock options, as described in FASB ASC Topic 718. For a discussion of valuation assumptions used in the calculation of these amounts, see Note 2, “Summary of Significant Accounting Policies,” and Note 9, “Equity Plans,” of the Notes to Consolidated Financial Statements included in the 2019 Annual Report.

(3)

Prior to fiscal year 2018, stock awards represented compensation expense recognized for performance rights for Royal Wolf Holdings (“RWH”) capital stock earned under the Royal Wolf Long Term Incentive Plan (“RWH LTI Plan”), which was terminated subsequent to June 30, 2017. For a discussion of the RWH LTI Plan, see Note 9 “Equity Plans” of the Notes to Consolidated Financial Statements included in our 2019 Annual Report. In fiscal year 2018, stock awards also include restricted stock units (“RSU”) which value is computed by the number of shares granted times the closing market price of our common stock on the date of grant. In fiscal year 2018 and 2019, Mr. Littlewood was granted RSUs that were valued at $742,070 and $134,658, respectively, on the date of grant.

(4)	Stock awards represent non-vested equity shares, or restricted stock, which value is computed by the number of shares granted times the closing market price of our common stock on the date of grant.

(5)	All Other Compensation includes 401(k) plan contributions by the employer.

(6)	All Other Compensation includes pay in lieu of vacation in fiscal year 2018 and 2017 for Messrs. Valenta and Barrantes of $22,068 and $12,115 and $71,515 and $48,463, respectively.

(7)	All Other Compensation includes expense allowance in fiscal year 2019, 2018 and 2017 of $30,000, $15,000 and $28,104, respectively, for Mr. Valenta; $7,800 in each fiscal year for Mr. Miller; and $5,400 and $2,250 in fiscal year 2019 and 2018, respectively, for Mr. Kluckman.

Plan-Based Awards

The following table provides information concerning each grant of an award made to the Named Executive Officers in fiscal year 2019 under the equity compensation plans.


			Option Awards						Stock Awards
Name	Grant Date		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/Shares)		Grant Date Fair Value of Option Awards ($)		All Other Option Awards: Number of Shares of Stock or Units (#)		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($ Sh)		Grant Date Fair Value of Stock and Option Awards ($)
Jody E. Miller		6/11/2019		—	$	—	$	—		42,085		—	$	7.96	$	334,997	(1)

Charles E. Barrantes		6/11/2019		—		—		—		10,000		—		7.96		79,600	(1)

Jeffrey A. Kluckman		6/11/2019		—		—		—		15,000		—		7.96		119,400	(1)

Neil R. Littlewood		2/12/2019		—		—		—		13,023		—		10.34		134,658	(2)

(1)

Amounts reflect the full grant date fair value of each non-vested equity, or restricted stock, award. The number is calculated by multiplying the fair market value of our common stock on the date of the grant by the number of shares awarded. One-third of the restricted stock vests on each of the first three anniversaries of the grant date based upon the named executive officer being employed by us on such dates. The shares of restricted stock subject to these awards are entitled to receive dividends if and when and at the same rate that would be paid to all of our common stockholders.

(2)

Amounts reflect the full grant date fair value of each RSU award. The number is calculated by multiplying the fair market value of our common stock on the date of the grant by the number of shares awarded. One-half of the RSU awarded vest on each February 12^th of 2020, 2021 and 2022; and the other one-half of the RSU awarded vest on each September 15^th of 2019, 2020 and 2021, based on the attainment of certain EBITDA targets. The vesting for both tranches is based upon the named executive officer being employed by us on such dates.

The following table provides information concerning outstanding equity awards as of June 30, 2019.


	Option Awards											Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable			Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($/Sh)		Option Expiration Date		Number of Shares or Units of Stock that Have Vested			Market Value of Shares or Units of Stock that Have Vested ($)(2)		Number of Shares or Units of Stock that Have Not Vested(3)		Market Value of Shares or Units of Stock that Have Not Vested ($)(2)
Ronald F. Valenta		76,000		—			—	$	1.06		9/15/2020		—		$	—		—	$	—
		80,000		—			—		3.11		8/25/2021		—			—		—		—
		80,000		—			—		3.15		6/7/2022		218,833			1,831,632		16,667		139,503

Jody E. Miller		—		—			—		—		—		255,080			2,135,020		89,388		748,178

Charles E. Barrantes		150,000		75,000	(1)		—		5.10		2/7/2027		—			—		—		—
		20,000		—			—		1.28		1/26/2020		—			—		—		—
		28,500		—			—		1.06		9/15/2020		—			—		—		—
		30,000		—			—		3.00		6/23/2021		—			—		—		—
		30,000		—			—		3.15		6/7/2022		—			—		—		—
		20,000		—			—		4.43		6/7/2023		56,167			470,118		18,333		153,447

Jeffrey A. Kluckman		20,000		—			—		1.28		1/26/2020		—			—		—		—
		30,000		—			—		3.15		6/7/2022		—			—		—		—
		20,000		—			—		4.43		6/7/2023		—			—		—		—
		125,000		—			—		5.45		6/15/2025		42,834			358,521		26,666		223,194

Neil R. Littlewood		—		—			—		—		—		34,596	(4)		289,569		82,213(4)		688,123

(1)	These options vest in three equal annual installments on February 7^th of each of 2018, 2019 and 2020 and have a ten-year term.

(2)	Market price assumes a price of $8.37 per share, the closing price for our common shares on June 28, 2019.

(3)	The non-vested stock equity, or restricted stock, vest in two or three equal installments from date of grant, subject to continued service with us.

(4)

103,786 of the RSU awarded vest in three equal installments on each July 1^stof 2018, 2019 and 2020, subject to continued service with us. One-half of 13,023 RSU awarded vest on each February 12^th of 2020, 2021 and 2022, and the other one-half vest on each September 15^th of 2019, 2020 and 2021, based on the attainment of certain EBITDA targets. The vesting for both tranches is subject to continued service with us.

Employment Agreements

Mr. Valenta served as our Chief Executive Officer until December 31, 2017 pursuant to his employment agreement dated February 11, 2009. Under the employment agreement and base salary increases approved by the Compensation Committee, Mr. Valenta received a base salary of $425,000 per year and a monthly car allowance of $2,500 and payment of health, dental, vision and supplemental disability premiums for himself and his family. Mr. Valenta retired as our Chief Executive Officer on December 31, 2017.

On January 1, 2018, we entered into an employment agreement with Ronald Valenta, under which he agreed to serve to serve as the Executive Chairman of the Board. Under the employment agreement, Mr. Valenta’s base annual salary is $240,000 and is eligible to receive a quarterly bonus of $46,250 and an annual bonus each fiscal year determined by the Compensation Committee, provided he is employed on the last day of such year. We reimburse Mr. Valenta up to $2,500 per month for a car allowance and health, dental, vision and supplemental disability premiums for Mr. Valenta and his family. Mr. Valenta is entitled to a severance payment equal to one year’s salary if his employment is terminated without cause, as defined in the employment agreement.

On January 1, 2018, we entered into an employment agreement with Jody Miller, under which he agreed to serve as our Chief Executive Officer and President. Under the employment agreement, Mr. Miller received a base

annual salary of $335,000 until June 30, 2018, $400,000 in during fiscal year 2019 and $425,000 in fiscal year 2020 and is eligible to receive an annual bonus each fiscal year of $250,000, $300,000 and $350,000 in fiscal years 2018, 2019 and 2020, respectively, provided he is employed on the last day of such year. Mr. Miller is entitled to a severance payment equal to one year’s salary if his employment is terminated without cause, as defined in the employment agreement. We pay Mr. Miller an automobile allowance of $650 per month, and we reimburse Mr. Miller for health, dental, vision and supplemental disability premiums for himself and his family. Mr. Miller is entitled to participate on the same basis in all offered benefits or programs as any other employee.

On September 11, 2006, we entered into an employment agreement with Charles E. Barrantes, under which he agreed to serve as our Executive Vice President and Chief Financial Officer. Under the employment agreement and base salary increases approved by the Compensation Committee, Mr. Barrantes received a base annual salary of $280,000 during fiscal year 2018 and is eligible to receive an annual bonus each fiscal year determined by the Compensation Committee, provided he is employed on the last day of such year. Effective July 1, 2018 Mr. Barrantes’ base salary was increased to $300,000 per year, and effective July 1, 2019 Mr. Barrantes’ base salary was increased to $309,000 per year. We reimburse Mr. Barrantes for health, dental, vision and supplemental disability premiums for himself and his family. Mr. Barrantes is entitled to participate on the same basis in all offered benefits or programs as any other employee. On June 30, 2009, we entered into an amended and restated employment agreement with Mr. Barrantes that provides that Mr. Barrantes is entitled to a severance payment equal to one year’s salary if his employment is terminated without cause, as defined in the employment agreement.

On September 15, 2011, we entered into an employment agreement with Jeffrey Kluckman, under which he agreed to serve as our Executive Vice President of Business Development. Under the employment agreement, Mr. Kluckman received a base annual salary of $225,000, and is eligible to receive an annual bonus each fiscal year, provided he is employed on the last day of such year. Mr. Kluckman is entitled to a severance payment equal to one year’s salary if his employment is terminated without cause, as defined in the employment agreement. Effective in February 2018, with his new title of Executive Vice President of Global Business Development, Mr. Kluckman’s annual base salary was increased to $250,000, and Mr. Kluckman began receiving a monthly allowance of $450 per month. Effective July 1, 2019 Mr. Kluckman’s annual base salary was increased to $275,000. We reimburse Mr. Kluckman for health, dental, vision and supplemental disability premiums for himself and his family. Mr. Kluckman is entitled to participate on the same basis in all offered benefits or programs as any other employee.

Royal Wolf entered into an employment agreement with Neil Littlewood dated February 7, 2016. Under his employment agreement Mr. Littlewood agreed to serve as the chief executive officer of Royal Wolf Holdings commencing on July 1, 2016 until the agreement was terminated. The employment agreement provides that Mr. Littlewood would be paid an annual base salary of A$475,000 (including superannuation contributions), an annual discretionary bonus targeted at 40% of the annual base salary and long-term incentives in each fiscal year targeted at 40% of the annual base salary. Mr. Littlewood’s employment agreement requires either six months’ notice prior to termination or the payment of six months’ salary in lieu of such notice.

The employment agreements of Mr. Valenta, Mr. Miller, Mr. Barrantes and Mr. Kluckman will terminate upon the date of their death or in the event of a physical or mental disability that renders either of them unable to perform his duties for 60 consecutive days or 120 days in any twelve-month period. Mr. Valenta, Mr. Barrantes, Mr. Miller and Mr. Kluckman may terminate their respective employment agreements at any time upon 30 days’ notice to us, and we may terminate these agreements at any time upon notice to Mr. Valenta, Mr. Miller, Mr. Barrantes and Mr. Kluckman.

In approving the compensation of Mr. Valenta, Mr. Miller, Mr. Barrantes, Mr. Littlewood and Mr. Kluckman, the Board reviewed information provided by management regarding the compensation of comparable level officers of public companies, including companies in the equipment leasing business. The Board also considered the size of the Company, the experience and prior compensation of Mr. Valenta,

Mr. Miller, Mr. Barrantes, Mr. Littlewood and Mr. Kluckman, and the scope of the services that each would be required to render (particularly given the lack of support staff and the need to implement policies and procedures).

Potential Payments Upon Termination of Employment or Change in Control

The employment agreements of Mr. Valenta, Mr. Miller, Mr. Barrantes and Mr. Kluckman provide that each is entitled to a lump sum severance payment of twelve months base salary if we terminate their employment without “cause” or he terminates his employment for “good reason.” Mr. Littlewood’s employment agreement requires either six months’ notice prior to termination or the payment of six months’ salary in lieu of such notice.

None of the employment agreements of Mr. Valenta, Mr. Miller, Mr. Barrantes, Mr. Kluckman or Mr. Littlewood includes a provision that would require a payment upon a change of control.

2019 CEO TO MEDIAN EMPLOYEE PAY RATIO

The Dodd-Frank Act requires the Company to determine the ratio of the annual total compensation (under the Summary Compensation Table definition) of Company’s Chief Executive Officer to that of the Company’s median employee. In the identification of our median employee we used June 30, 2019, or the last day of your fiscal year 2019, as our determination date. As of the determination date, the Company had 1,291 employees, excluding the Chief Executive Officer. For purposes of identifying the median employee we included in the calculation of compensation: base salary, stock-based compensation (based on the grant date fair value of awards granted in 2019), target bonus amounts, estimated annual commissions and estimated overtime. We ranked our full employee population from the highest paid to the lowest paid, and the employee at the midpoint is our median employee.

The total compensation for the median employee was then calculated in accordance with Item 402(c)(2)(x) of SEC Regulation S-K. Annual total compensation for Mr. Miller, the Company’s Chief Executive Officer was $1,175,368, which was approximately 25 times the median employee compensation of $47,043.18.

This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their pay ratios.

TRANSACTIONS WITH RELATED PERSONS

Effective January 31, 2008, we entered into a lease with an affiliate of Ronald F. Valenta, who served at that time as the Company’s Chief Executive Officer and who now serves as the Company’s Executive Chairman of the Board, for our corporate headquarters in Pasadena, California. The lease provides for rent of $7,393 per month, effective March 1, 2009, plus allocated charges for common area maintenance, real property taxes and insurance, for approximately 3,000 square feet of office space. The term of the lease is five years, with two five-year renewal options, and the rent is adjusted yearly based on the consumer price index. On October 11, 2012, we exercised the first option to renew the lease for an additional five-year term commencing February 1, 2013 and on August 7, 2017, exercised the second option for an additional five-year term commencing on February 1, 2018. Rental payments were $113,000 in fiscal year 2017, $112,000 in fiscal year 2018 and $111,000 in fiscal year 2019.

The premises of Pac-Van’s Las Vegas branch are owned by and were leased from the then acting Pac-Van branch manager through December 31, 2016. From January 1, 2017 through May 12, 2017, Pac-Van leased the premises on a month-to-month basis. Effective May 12, 2017, we entered into a lease agreement through December 31, 2020 for rental of $10,876 per month and the right to extend the term of the lease for three two-year options, with the monthly rental increasing at each option period from $11,420 to $12,590 per month. Rental payments on these premises totaled $124,000 in fiscal year 2017, $131,000 in fiscal year 2018 and $176,000 in fiscal year 2019.

We have not adopted a formal written policy regarding transactions with related persons. However, in general, any such related party transaction would require approval of the Board, with any interested director abstaining.

STOCKHOLDER COMMUNICATIONS WITH DIRECTORS

Stockholders who want to communicate with the Board or any individual director should write to: Secretary, General Finance Corporation, 39 East Union Street, Pasadena, California 91103. The letter should indicate that you are a stockholder of General Finance Corporation and set forth the number of shares you hold and how the shares are held if they are not registered in your name. Depending upon the subject matter, the Secretary will:

•

Forward the communication to the director or directors to whom it is addressed;

•

Delegate the inquiry to management where it is a request for information about the Company or a stock-related matter; or

•

Not forward the communication, if it is primarily commercial in nature, or if it relates to an improper or irrelevant topic, or is repetitive or redundant.

STOCKHOLDER RECOMMENDATIONS FOR BOARD NOMINEES

The Company’s Bylaws require that a stockholder’s notice of a person or persons the stockholder wishes to nominate as director or submit a proposal for vote at the Annual Meeting of Stockholders must be delivered in writing to the Company’s Secretary at 39 East Union Street, Pasadena, California 91103 not less than 60 days nor more than 90 days prior to the date of the 2019 Annual Meeting of Stockholders. If the Company does not publicly disclose the date of the 2019 Annual Meeting of Stockholders at least 70 days prior to the date of the meeting, a stockholder’s notice must be received by the Company’s Secretary not later than the close of business on the 10^th day following the day on which such notice of the date of meeting was mailed or such public disclosure of such meeting was made.

We intend to hold our 2020 Annual Meeting of Stockholders in December 2020. As a result, if, for example, we hold our 2020 Annual Meeting of Stockholders on December 3, 2020 and publicly disclose or notify stockholders by mail of the date of the 2020 Annual Meeting of Stockholders at least 100 days prior to December 3, 2020, any notice given by a stockholder pursuant to these provisions of our Bylaws must be received no earlier than September 4, 2020 and no later than October 4, 2020.

To be in proper form, a stockholder’s notice must include the specified information concerning the proposal or nominee as described in our Bylaws. A stockholder who wishes to submit a proposal or nomination is encouraged to seek independent counsel about our Bylaws and legal requirements. The Company will not consider any proposal or nomination that does not meet the requirements of the Company’s Bylaw and SEC requirements for submitting a nomination.

Stockholders who pursuant to Rule 14a-8 under the Exchange Act wish to present proposals for inclusion in the proxy materials to be distributed in connection with our proxy statement for the 2020 annual meeting must submit their proposals and proof of ownership of our common stock, in accordance with Rule 14a-8 under the Exchange Act, to our corporate secretary at our principal executive offices no later than the close of business on June 23, 2020 (120 days prior to the anniversary of this year’s mailing date). To be in proper form a stockholder’s notice must include the specified information concerning the nominee or proposal required by our Bylaws. Any nomination or proposal which is not in the proper form or which is not submitted on a timely basis, as described above, will not be considered by the Company to be included in our proxy statement. The Company reserves the right to exclude any proposal that does not comply with these or other applicable requirements.

OTHER MATTERS

Management does not know of any matters to be presented to the Annual Meeting other than those set forth above. However, if other matters properly come before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote said proxy in accordance with the recommendation of the Board and authority to do so is included in the proxy.

AVAILABILITY OF ANNUAL REPORT ON FORM 10-K

We will furnish without charge a copy of our 2019 Annual Report, as filed with the Securities and Exchange Commission, including the financial statements and financial statement schedule thereto, to any stockholder who so requests by writing to: Secretary, General Finance Corporation, 39 East Union Street, Pasadena, California 91103.

The 2019 Annual Report is not incorporated into this proxy statement and is not to be considered to be a part of our proxy solicitation materials.


		By Order of the Board of Directors

		Christopher A. Wilson
		General Counsel, Vice President and Secretary
Dated: October 18, 2019

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.

Vote by Internet or Telephone - QUICK *** EASY

IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail


	Your phone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet or by telephone must be received by 11:59 p.m., Eastern Time, on December 4, 2019.

		INTERNET/MOBILE – https://www.cstproxy.com/generalfinance/2019 Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares.

		PHONE – 1 (866) 894-0536 Use a touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your shares.


PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY OR BY PHONE.		MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided.


p FOLD HERE ● DO NOT SEPARATE ● INSERT IN ENVELOPE PROVIDED p


PROXY		Please mark your votes like this		☒


THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” ALL THE FOLLOWING NOMINEES:		THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “3 YEARS” ON THE FOLLOWING PROPOSAL:

Election of the following nominees as the two

Class A Directors:

FOR

AGAINST

ABSTAIN

Advisory vote on the frequency of future advisory votes on executive compensation.

3 YEARS

2 YEARS

1 YEAR

NOMINEES:

☐

(1) Class A – Manuel Marrero

☐

(2) Class A – Douglas Trussler

☐

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” PROPOSALS 2 AND 3:

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS INDICATED. IF NO CONTRARY INDICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF ELECTING THE LISTED BOARD NOMINEES ON PROPOSAL 1, FOR PROPOSALS 2 AND 3 AND IN FAVOR OF “3 YEARS” ON PROPOSAL 4. IF ANY OTHER MATTERS PROPERLY COME BEFORE THE MEETING, THE PROXY WILL BE VOTED AS THE BOARD MAY RECOMMEND. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

Ratification of the selection of Crowe LLP as our

independent auditors for the fiscal year ending

June 30, 2020.

FOR

AGAINST

ABSTAIN

☐

FOR

AGAINST

ABSTAIN

Advisory vote on executive compensation.

☐

CONTROL NUMBER

Signature

Signature, if held jointly

Date

, 2019

Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such.

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders to be held December 5, 2019

The proxy statement and our 2019 Annual Report to Stockholders are

available at https://www.cstproxy.com/generalfinance/2019

p FOLD HERE ● DO NOT SEPARATE ● INSERT IN ENVELOPE PROVIDED p

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

GENERAL FINANCE CORPORATION

The undersigned hereby appoints Charles E. Barrantes and Christopher A. Wilson, and each of them, the proxy or proxies of the undersigned with full powers of substitution each to attend and to vote at the Annual Meeting of Stockholders of General Finance Corporation to be held on December 5, 2019 at the office of General Finance Corporation located at 39 East Union Street, Pasadena, California, beginning at 10:00 a.m. local time, and any adjournments thereof, and to vote all shares of Common Stock that the undersigned would be entitled to vote if personally present, in the manner indicated below and on the reverse side, and on any other matters properly brought before the Annual Meeting or any adjournments thereof, all set forth in the Proxy Statement dated October 18, 2019.

When properly signed, this proxy will be voted as directed. It no direction is provided, the proxies will be voted in favor of electing the listed Board nominees on Proposal 1, for Proposals 2 and 3 and in favor of “3 Years” on Proposal 4.

(Continued and to be marked, dated and signed, on the other side)

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