WillScot Mobile Mini : Amendments to articles of incorporation/bylaws/change in fiscal year (Form 8-K)

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 15, 2021, WillScot Mobile Mini Holdings Corp. (the 'Company') filed a certificate of amendment with the Secretary of State of the State of Delaware amending the Company's amended and restated certificate of incorporation, as amended (the 'Certificate of Incorporation'), to effect the future declassification of the Company's board of directors (the 'Board'). The declassification amendment (the 'Amendment') was described in detail in proposal 4 included in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 23, 2021 (the 'Proxy Statement'). At the Company's annual meeting of stockholders held on June 11, 2021 (the 'Annual Meeting'), the stockholders approved the Amendment. The certificate of amendment of the Certificate of Incorporation is filed herewith as Exhibit 3.1.

In addition, a conforming amendment to our amended and restated bylaws (the 'Bylaws'), which was described in detail in the Company's Proxy Statement, has been approved by the Board. The amended and restated Bylaws is filed herewith as Exhibit 3.2

Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company's stockholders voted on four proposals. The voting results for each proposal, including the votes for and against, and any abstentions or broker non-votes, are described below.

Proposal 1: Election of Directors

The stockholders voted for all four of management's nominees for election as Class I directors to serve for a term that shall expire at the 2024 annual meeting of stockholders or until their successors are elected and qualified. The results of the vote taken are as follows:

Nominee		For			Against			Abstain			Broker Non-Vote
Sara Dial			190,258,209				5,231,254				25,013				11,315,575
Gerard Holthaus			190,285,520				5,205,450				23,506				11,315,575
Gary Lindsay			186,234,660				9,256,360				23,456				11,315,575
Kimberly McWaters			194,022,352				1,469,325				22,799				11,315,575

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders ratified the selection, by the Audit Committee of the Board, of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021. The results of the vote taken are as follows:

For			Against			Abstain			Broker Non-Vote
	206,796,244				10,271				23,536				-

Proposal 3: Approval, by Advisory Vote, of the Compensation of the Company's Named Executive Officers

The stockholders approved, on an advisory and non-binding basis, the compensation of the named executive officers of the Company. The results of the vote taken are as follows:

For			Against			Abstain			Broker Non-Vote
	164,392,743				30,962,334				159,399				11,315,575

Proposal 4: Approval of Amendments to the Amended and Restated Certificate of Incorporation of the Company to Declassify the Board of Directors

The stockholders approved amendments to the Amended and Restated Certificate of Incorporation of the Company to declassify the Board. The results of the vote taken are as follows:

For			Against			Abstain			Broker Non-Vote
	195,368,570				68,486				77,420				11,315,575

Financial Statements and Exhibits

(d) Exhibits

3.1	Certificate of Amendment of Certificate of Incorporation, filed June 15, 2021 with the Secretary of State of the State of Delaware.

3.2	Third Amended and Restated Bylaws, dated as of June 15, 2021.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document).