Hertz 2012 Annual Report Download - page 182

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
were effected pursuant to this Registration Rights Agreement. In the event we register any of our
common stock, these investment funds have the right to require us to use our best efforts to include
shares of our common stock held by them, subject to certain limitations, including as determined by the
underwriters. The Registration Rights Agreement provides for us to indemnify the investment funds party
to that agreement and their affiliates in connection with the registration of our securities.
Director Compensation Policy
In November 2011, our Board of Directors amended and restated our Director Compensation Policy.
Pursuant to the policy prior to November 2011 our directors who are not also our employees each
received a $170,000 annual retainer fee, of which $70,000 was payable in cash and $100,000 was
payable in the form of shares of our common stock. Starting in November 2011, the policy now provides
that our directors who are not also our employees each receive a $210,000 annual retainer fee, of which
$85,000 is payable in cash and $125,000 is payable in the form of equity. In May 2012, our Board of
Directors further amended and restated our Director Compensation Policy to provide that the equity
portion of the annual retainer fee would be paid annually following the annual meeting of shareholders
(or the eligible director’s date of election, if applicable) in the form of restricted stock units having an
equivalent fair market value equal to the annual equity award amount on the date of grant. The restricted
stock units will vest on the business day immediately preceding the next annual meeting of
shareholders.
For 2013, the lead director is paid an additional annual cash fee of $100,000, the chairperson of our Audit
Committee is paid an additional annual cash fee of $35,000 and each other member of our Audit
Committee is paid an additional annual cash fee of $17,500. For 2013, the chairperson of our
Compensation, Nominating and Governance Committee is paid an additional annual cash fee of
$35,000 and each other member of our Compensation, Nominating and Governance Committee
receives an additional annual cash fee of $17,500.
Financing Arrangements with Related Parties
Affiliates of Merrill Lynch (which is one of the Sponsors), including Bank of America and certain of its
affiliates, have provided various investment and commercial banking and financial advisory services to
us for which they have received customary fees and commissions. In addition, these parties have acted
as agents, lenders, purchasers and/or underwriters to us under our respective financing arrangements,
for which they have received customary fees, commissions, expenses and/or other compensation. More
specifically, these parties have acted in the following capacities, or similar capacities, with respect to our
financing arrangements: lenders and/or agents under the Senior Credit Facilities, the U.S. Fleet
Financing Facility and certain of the U.S. Fleet Variable Funding Notes; purchasers and/or underwriters
under the Senior Notes and certain of the U.S. Fleet Medium Term Notes; and structuring advisors
and/or agents under the U.S. ABS Program.
As of December 31, 2012 and December 31, 2011, approximately $189.8 million and $174.4 million,
respectively, of our outstanding debt was with related parties.
For information on our total indebtedness, see Note 5—Debt.
Other Sponsor Relationships
In May and June 2009, Merrill Lynch, one of our Sponsors, acted as an underwriter in the common stock
follow-on public offering and in the public offering of the Convertible Senior Notes, for which they
received customary fees and expenses.
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