WillScot Holdings Corp — Call Transcript 2026

Good day everyone, welcome to the WillScot Mobile Mini Holdings Corp. annual meeting. Now, I'll turn the call over to your host, President and Chief Executive Officer, Tim Boswell. Please go ahead, Tim. Good morning, everyone. Will the meeting please come to order? I am Tim Boswell, President, Chief Executive Officer, and a member of the board of directors of WillScot Mobile Mini Holdings Corp. Worthing Jackman, Executive Chairman of the company's board of directors, has asked that I conduct and act as chair of this meeting. On behalf of our directors and officers, it is my pleasure to welcome you to the 2026 annual meeting of stockholders of WillScot Mobile Mini Holdings Corp. Beth Vanderbeck is serving as our Inspector of Election for the meeting today. Representatives from Ernst & Young, our independent registered accounting firm, are also present virtually. Each of you should have received access to our proxy statement and annual report. Copies of these documents are available online for any stockholder who does not have them. Additionally, you can review the company's financial results and listen to our most recent earnings conference call through the investor relations section of our website. Please remember that stockholders will only be able to submit remarks or questions in writing on the virtual meeting website. We ask that your remarks or questions pertain to the items under discussion in today's meeting. Thank you in advance for your cooperation. In addition to getting the audio feed of this meeting through the virtual shareholder meeting tool you logged into today, any stockholder can use this portal to submit questions and vote in real time during the meeting. In the event of technical malfunction or other significant problem that disrupts this annual meeting, we may adjourn, recess, or expedite this annual meeting, or take such other action that we determine is appropriate in light of the circumstances. The secretary has delivered an affidavit of mailing, establishing that notice of this meeting was duly given. A copy of the notice of meeting and the affidavit of mailing will be incorporated into the minutes of this meeting. All shareholders of record at the close of business on April 8th, 2026, are entitled to vote at the annual meeting. Ms. Vanderbeck, as our Inspector of Election, will you please present your report of the attendance at this meeting so that we can determine whether a quorum is present? Yes, Mr. Chairman. There were 180,994,679 shares of common stock entitled to vote as of the record date. There are 173,237,675 shares of common stock, or approximately 95.71% of all shares of common stock entitled to vote, represented in person or by proxy at this meeting. Thank you, Ms. Vanderbeck. On the basis of the inspector of election's report, I find that a quorum is present. Accordingly, this meeting has been properly convened for purposes of transacting such business as may properly come before it. As stated in the proxy statement, there are five items to be voted on today. First, the election of the nine directors as outlined in the proxy statement. Second, the ratification of Ernst & Young as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. Third, a non-binding proposal to approve the company's compensation of our executive officers. Fourth, a non-binding proposal to determine the frequency of future advisory votes on the compensation of our executive officers. Fifth, approval of the company's 2026 Incentive Award Plan. Since no other proposals were properly filed with the corporate secretary in advance of this meeting as provided in the bylaws, the business of this meeting is limited to these five proposals. If you did not vote by proxy and would like to vote today, or you would like to change your vote, you may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have already voted do not need to take any further action. We will now conduct the votes on the proposals. It is 9:04 A.M. Pacific Daylight Time. The polls are now open on all five proposals. I am going to pause for 20 seconds while anyone who has not voted on the proposals may vote online. We now have all the votes. All those wishing to vote electronically have done so. I hereby declare the polls closed at 9:05 A.M. Any votes cast during the meeting will be confirmed and included in the final report of the inspector of election and reflected on the company's 8-K filing. Ms. Vanderbeck, would you now present your preliminary report on the vote on the five proposals? Yes. The preliminary report confirms that the nine nominees for director named in the proxy statement have been duly elected, that the appointment of Ernst & Young as the company's independent registered public accounting firm has been ratified, that the advisory vote on Say-on-Pay has been approved, that the frequency of future advisory votes on the compensation of your named executive officers has been determined, and that the 2026 Incentive Award Plan has been approved. Thank you. The report of the inspector of election is accepted as presented. There being no stockholder questions submitted through the portal, the formal portion of this meeting is concluded. Thank you for attending today's meeting and for your continued support. This meeting is adjourned. That concludes our meeting today. You may now disconnect.

Speaker 2: Good day everyone, welcome to the WillScot Mobile Mini Holdings Corp. annual meeting. Now, I'll turn the call over to your host, President and Chief Executive Officer, Tim Boswell. Please go ahead, Tim. Good day everyone, welcome to the WillScot Mobile Mini Holdings Corp. annual meeting. good day everyone welcome to the willscot mobile mini holdings corp annual meeting Now, I'll turn the call over to your host, President and Chief Executive Officer, Tim Boswell. now i'll turn the call over to your host president and chief executive officer tim boswell Please go ahead, Tim. please go ahead tim

Speaker 3: Good morning, everyone. Will the meeting please come to order? I am Tim Boswell, President, Chief Executive Officer, and a member of the board of directors of WillScot Mobile Mini Holdings Corp. Worthing Jackman, Executive Chairman of the company's board of directors, has asked that I conduct and act as chair of this meeting. On behalf of our directors and officers, it is my pleasure to welcome you to the 2026 annual meeting of stockholders of WillScot Mobile Mini Holdings Corp. Beth Vanderbeck is serving as our Inspector of Election for the meeting today. Representatives from Ernst & Young, our independent registered accounting firm, are also present virtually. Each of you should have received access to our proxy statement and annual report. Copies of these documents are available online for any stockholder who does not have them. Good morning, everyone. good morning everyone Will the meeting please come to order? will the meeting please come to order I am Tim Boswell, President, Chief Executive Officer, and a member of the board of directors of WillScot Mobile Mini Holdings Corp. i am tim boswell president chief executive officer and a member of the board of directors of willscot mobile mini holdings corp Worthing Jackman, Executive Chairman of the company's board of directors, has asked that I conduct and act as chair of this meeting. worthing jackman executive chairman of the company's board of directors has asked that i conduct and act as chair of this meeting On behalf of our directors and officers, it is my pleasure to welcome you to the 2026 annual meeting of stockholders of WillScot Mobile Mini Holdings Corp. on behalf of our directors and officers it is my pleasure to welcome you to the 2026 annual meeting of stockholders of willscot mobile mini holdings corp Beth Vanderbeck is serving as our Inspector of Election for the meeting today. beth vanderbeck is serving as our inspector of election for the meeting today Representatives from Ernst & Young, our independent registered accounting firm, are also present virtually. representatives from ernst & young our independent registered accounting firm are also present virtually Each of you should have received access to our proxy statement and annual report. each of you should have received access to our proxy statement and annual report Copies of these documents are available online for any stockholder who does not have them. copies of these documents are available online for any stockholder who does not have them Additionally, you can review the company's financial results and listen to our most recent earnings conference call through the investor relations section of our website. Please remember that stockholders will only be able to submit remarks or questions in writing on the virtual meeting website. We ask that your remarks or questions pertain to the items under discussion in today's meeting. Thank you in advance for your cooperation. In addition to getting the audio feed of this meeting through the virtual shareholder meeting tool you logged into today, any stockholder can use this portal to submit questions and vote in real time during the meeting. In the event of technical malfunction or other significant problem that disrupts this annual meeting, we may adjourn, recess, or expedite this annual meeting, or take such other action that we determine is appropriate in light of the circumstances. Additionally, you can review the company's financial results and listen to our most recent earnings conference call through the investor relations section of our website. additionally you can review the company's financial results and listen to our most recent earnings conference call through the investor relations section of our website Please remember that stockholders will only be able to submit remarks or questions in writing on the virtual meeting website. please remember that stockholders will only be able to submit remarks or questions in writing on the virtual meeting website We ask that your remarks or questions pertain to the items under discussion in today's meeting. we ask that your remarks or questions pertain to the items under discussion in today's meeting Thank you in advance for your cooperation. thank you in advance for your cooperation In addition to getting the audio feed of this meeting through the virtual shareholder meeting tool you logged into today, any stockholder can use this portal to submit questions and vote in real time during the meeting. in addition to getting the audio feed of this meeting through the virtual shareholder meeting tool you logged into today any stockholder can use this portal to submit questions and vote in real time during the meeting In the event of technical malfunction or other significant problem that disrupts this annual meeting, we may adjourn, recess, or expedite this annual meeting, or take such other action that we determine is appropriate in light of the circumstances. in the event of technical malfunction or other significant problem that disrupts this annual meeting we may adjourn recess or expedite this annual meeting or take such other action that we determine is appropriate in light of the circumstances The secretary has delivered an affidavit of mailing, establishing that notice of this meeting was duly given. A copy of the notice of meeting and the affidavit of mailing will be incorporated into the minutes of this meeting. All shareholders of record at the close of business on April 8th, 2026, are entitled to vote at the annual meeting. Ms. Vanderbeck, as our Inspector of Election, will you please present your report of the attendance at this meeting so that we can determine whether a quorum is present? The secretary has delivered an affidavit of mailing, establishing that notice of this meeting was duly given. the secretary has delivered an affidavit of mailing establishing that notice of this meeting was duly given A copy of the notice of meeting and the affidavit of mailing will be incorporated into the minutes of this meeting. a copy of the notice of meeting and the affidavit of mailing will be incorporated into the minutes of this meeting All shareholders of record at the close of business on April 8th, 2026, are entitled to vote at the annual meeting. all shareholders of record at the close of business on april 8th 2026 are entitled to vote at the annual meeting Ms. Vanderbeck, as our Inspector of Election, will you please present your report of the attendance at this meeting so that we can determine whether a quorum is present? ms vanderbeck as our inspector of election will you please present your report of the attendance at this meeting so that we can determine whether a quorum is present

Speaker 1: Yes, Mr. Chairman. There were 180,994,679 shares of common stock entitled to vote as of the record date. There are 173,237,675 shares of common stock, or approximately 95.71% of all shares of common stock entitled to vote, represented in person or by proxy at this meeting. Yes, Mr. Chairman. yes mr chairman There were 180,994,679 shares of common stock entitled to vote as of the record date. there were 180,994,679 shares of common stock entitled to vote as of the record date There are 173,237,675 shares of common stock, or approximately 95.71% of all shares of common stock entitled to vote, represented in person or by proxy at this meeting. there are 173,237,675 shares of common stock or approximately 95.71% of all shares of common stock entitled to vote represented in person or by proxy at this meeting

Speaker 3: Thank you, Ms. Vanderbeck. On the basis of the inspector of election's report, I find that a quorum is present. Accordingly, this meeting has been properly convened for purposes of transacting such business as may properly come before it. As stated in the proxy statement, there are five items to be voted on today. First, the election of the nine directors as outlined in the proxy statement. Second, the ratification of Ernst & Young as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. Third, a non-binding proposal to approve the company's compensation of our executive officers. Fourth, a non-binding proposal to determine the frequency of future advisory votes on the compensation of our executive officers. Fifth, approval of the company's 2026 Incentive Award Plan. Thank you, Ms. Vanderbeck. thank you ms vanderbeck On the basis of the inspector of election's report, I find that a quorum is present. on the basis of the inspector of election's report i find that a quorum is present Accordingly, this meeting has been properly convened for purposes of transacting such business as may properly come before it. accordingly this meeting has been properly convened for purposes of transacting such business as may properly come before it As stated in the proxy statement, there are five items to be voted on today. as stated in the proxy statement there are five items to be voted on today First, the election of the nine directors as outlined in the proxy statement. first the election of the nine directors as outlined in the proxy statement Second, the ratification of Ernst & Young as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. second the ratification of ernst & young as the company's independent registered public accounting firm for the fiscal year ending december 31st 2026 Third, a non-binding proposal to approve the company's compensation of our executive officers. third a non-binding proposal to approve the company's compensation of our executive officers Fourth, a non-binding proposal to determine the frequency of future advisory votes on the compensation of our executive officers. fourth a non-binding proposal to determine the frequency of future advisory votes on the compensation of our executive officers Fifth, approval of the company's 2026 Incentive Award Plan. fifth approval of the company's 2026 incentive award plan Since no other proposals were properly filed with the corporate secretary in advance of this meeting as provided in the bylaws, the business of this meeting is limited to these five proposals. If you did not vote by proxy and would like to vote today, or you would like to change your vote, you may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have already voted do not need to take any further action. We will now conduct the votes on the proposals. It is 9:04 A.M. Pacific Daylight Time. The polls are now open on all five proposals. I am going to pause for 20 seconds while anyone who has not voted on the proposals may vote online. We now have all the votes. All those wishing to vote electronically have done so. Since no other proposals were properly filed with the corporate secretary in advance of this meeting as provided in the bylaws, the business of this meeting is limited to these five proposals. since no other proposals were properly filed with the corporate secretary in advance of this meeting as provided in the bylaws the business of this meeting is limited to these five proposals If you did not vote by proxy and would like to vote today, or you would like to change your vote, you may do so by clicking on the voting button on the web portal and following the instructions there. if you did not vote by proxy and would like to vote today or you would like to change your vote you may do so by clicking on the voting button on the web portal and following the instructions there Stockholders who have already voted do not need to take any further action. stockholders who have already voted do not need to take any further action We will now conduct the votes on the proposals. we will now conduct the votes on the proposals It is 9:04 A.M. it is 9:04 a.m Pacific Daylight Time. pacific daylight time The polls are now open on all five proposals. the polls are now open on all five proposals I am going to pause for 20 seconds while anyone who has not voted on the proposals may vote online. i am going to pause for 20 seconds while anyone who has not voted on the proposals may vote online We now have all the votes. we now have all the votes All those wishing to vote electronically have done so. all those wishing to vote electronically have done so I hereby declare the polls closed at 9:05 A.M. Any votes cast during the meeting will be confirmed and included in the final report of the inspector of election and reflected on the company's 8-K filing. Ms. Vanderbeck, would you now present your preliminary report on the vote on the five proposals? I hereby declare the polls closed at 9:05 A.M. i hereby declare the polls closed at 9:05 a.m Any votes cast during the meeting will be confirmed and included in the final report of the inspector of election and reflected on the company's 8-K filing. any votes cast during the meeting will be confirmed and included in the final report of the inspector of election and reflected on the company's 8-k filing Ms. Vanderbeck, would you now present your preliminary report on the vote on the five proposals? ms vanderbeck would you now present your preliminary report on the vote on the five proposals

Speaker 1: Yes. The preliminary report confirms that the nine nominees for director named in the proxy statement have been duly elected, that the appointment of Ernst & Young as the company's independent registered public accounting firm has been ratified, that the advisory vote on Say-on-Pay has been approved, that the frequency of future advisory votes on the compensation of your named executive officers has been determined, and that the 2026 Incentive Award Plan has been approved. Yes. yes The preliminary report confirms that the nine nominees for director named in the proxy statement have been duly elected, that the appointment of Ernst & Young as the company's independent registered public accounting firm has been ratified, that the advisory vote on Say- on- Pay has been approved, that the frequency of future advisory votes on the compensation of your named executive officers has been determined, and that the 2026 Incentive Award Plan has been approved. the preliminary report confirms that the nine nominees for director named in the proxy statement have been duly elected that the appointment of ernst & young as the company's independent registered public accounting firm has been ratified that the advisory vote on say- on- pay has been approved that the frequency of future advisory votes on the compensation of your named executive officers has been determined and that the 2026 incentive award plan has been approved

Speaker 3: Thank you. The report of the inspector of election is accepted as presented. There being no stockholder questions submitted through the portal, the formal portion of this meeting is concluded. Thank you for attending today's meeting and for your continued support. This meeting is adjourned. Thank you. thank you The report of the inspector of election is accepted as presented. the report of the inspector of election is accepted as presented There being no stockholder questions submitted through the portal, the formal portion of this meeting is concluded. there being no stockholder questions submitted through the portal the formal portion of this meeting is concluded Thank you for attending today's meeting and for your continued support. thank you for attending today's meeting and for your continued support This meeting is adjourned. this meeting is adjourned

Speaker 2: That concludes our meeting today. You may now disconnect. That concludes our meeting today. that concludes our meeting today You may now disconnect. you may now disconnect