Hertz Global Holdings, Inc. filed a Form 8-K on August 20, 2026, disclosing that it entered into an amended and restated voting agreement with CK Amarillo LP in connection with the settlement of the Cascia v. Farmer, et al. litigation.

Key Highlights

  • Agreement date: The amended and restated voting agreement was executed on August 20, 2026, amending and restating the prior voting agreement dated March 24, 2025.
  • Proportional voting requirement: CK Amarillo agreed to vote all Voting Securities it holds, together with affiliates, exceeding 45% of total voting power in the same proportion as all other stockholder votes cast, excluding broker non-votes and CK Amarillo's own votes.
  • Discretionary voting retained: Any Voting Securities held by CK Amarillo that do not constitute Excess Voting Securities may be voted at CK Amarillo's discretion.
  • Sale of control provision added: If CK Amarillo sells 50% or more of total outstanding common stock to a third party above the defined Market Price, it must deliver a payment to remaining common stockholders calculated per a specified formula.
  • Termination conditions: The agreement terminates when CK Amarillo and affiliates collectively own less than 45% of outstanding Voting Securities, and the earlier of the company expending all funds under its 2021 and 2022 repurchase programs or terminating those programs.
  • Litigation connection: The agreement was entered into in connection with the settlement of the Cascia v. Farmer, et al. litigation, according to the filing.

Hertz and CK Amarillo Restructure Stockholder Voting and Sale Provisions

According to the Form 8-K filed with the SEC by Hertz Global Holdings, Inc. (NASDAQ:HTZ) and The Hertz Corporation on August 20, 2026, the company entered into an amended and restated voting agreement with CK Amarillo LP. The filing states the agreement was made in connection with the settlement of the Cascia v. Farmer, et al. litigation and replaces the prior voting agreement dated March 24, 2025.

Under the terms described in the filing, CK Amarillo is required to vote any Voting Securities it and its affiliates hold that together exceed 45% of total voting power, referred to as "Excess Voting Securities," in the same proportion as all other votes cast by stockholders. The filing specifies this calculation excludes broker non-votes and any votes cast by CK Amarillo or its affiliates. Voting Securities below the 45% threshold remain subject to CK Amarillo's discretionary vote.

The filing also discloses a newly added sale of control provision. If CK Amarillo sells 50% or more of the company's total outstanding common shares to a third-party purchaser at a price above the defined Market Price, and subject to certain exceptions, CK Amarillo is required to deliver to remaining common stockholders an amount determined by a formula: one minus the percentage of shares sold, multiplied by the per-share excess of the purchase price over the Market Price, multiplied by the number of shares sold. The agreement, signed on behalf of both registrants by Executive Vice President, Chief Legal Officer and Corporate Secretary Piero Bussani, is attached to the filing as Exhibit 10.1.

What Was Disclosed

Hertz Global Holdings disclosed the execution of an amended and restated voting agreement with CK Amarillo LP on August 20, 2026, establishing proportional voting obligations for Voting Securities exceeding 45% of total voting power and adding a sale of control payment provision.