Exhibit A
`IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
`ANGELO CASCIA,
`Plaintiff,
`v.
`COLIN FARMER, MICHAEL
`GREGORY O’HARA, STEPHEN
`SCHERR, ANDREW SHANNAHAN,
`THOMAS WAGNER, KNIGHTHEAD
`CAPITAL MANAGEMENT, LLC,
`CERTARES OPPORTUNITIES LLC,
`AND CK AMARILLO LP,
`Defendants,
`and
`HERTZ GLOBAL HOLDINGS, INC., a
`Delaware corporation,
`Nominal Defendant.
`C.A. No. 2023-0520-KSJM
`[PROPOSED] SCHEDULING ORDER
`WHEREAS, a stockholder class and derivative action is pending in this Court
`entitled Cascia v. Farmer et al., C.A. No. 2023-0520-KSJM (the “Action”);
`WHEREAS, plaintiff Angelo Cascia (“Plaintiff”), on behalf of himself and
`the putative Class (defined below); Defendants Colin Farmer, Thomas Wagner,
`Andrew Shannahan, and Michael Gregory O’Hara (collectively, the “CK
`Directors”); former defendants Jennifer Feikin, Mark Fields, Vincent Intrieri,
`EFiled: Nov 11 2025 11:27AM EST
`Transaction ID 77749071
`Case No. 2023-0520-KSJM
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`Evangeline Vougessis (collectively, the “Unaffiliated Directors”); defendant
`Stephen Scherr (“Scherr,” and together with the Unaffiliated Directors and the CK
`Directors, the “Director Defendants”); (v) defendants Knighthead Capital
`Management, LLC (“Knighthead”), Certares Opportunities LLC (“Certares”), and
`CK Amarillo LP (“CK Amarillo”) (together with the CK Directors, the “CK
`Defendants,” and together with the Director Defendants, the “Defendants”), (vi)
`nominal defendant Hertz (together with Plaintiff, and the Defendants, the “Parties”
`and each a “Party”) have determined to settle all claims asserted against Defendants
`in the Action with prejudice on the terms and conditions set forth in the Stipulation
`and Agreement of Settlement, Compromise, and Release entered into by the Parties
`dated November 7, 2025 (the “Stipulation”);
`WHEREAS, Plaintiff commenced this Action on May 11, 2023, filing a
`Verified Stockholder Class Action and Derivative Complaint (the “Complaint”),
`alleging that the Director Defendants breached their fiduciary duties to the Company
`and to the Class by using Hertz’s funds to transfer voting control from the public
`stockholders to CK Amarillo, and that the CK Defendants were unlawfully enriched
`thereby;
`WHEREAS, Defendants filed Motions to Dismiss the Complaint on June 8,
`2023, arguing, inter alia, that Plaintiff did not state any direct claims on behalf of
`the Class as a matter of law, that Plaintiff’s derivative claims should be dismissed
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`for failure to make a pre-suit demand as required by Court of Chancery Rule 23.1,
`and that none of Plaintiff’s claims stated valid claims for relief and should be
`dismissed under Court of Chancery Rule 12(b)(6);
`WHEREAS, on June 20, 2024, the Court issued its Telephonic Rulings of the
`Court on Defendants’ Motions to Dismiss, through which the Court (i) granted
`Defendants’ Motions to Dismiss as they related to Plaintiff’s claims arising from the
`2021 Buybacks, and dismissed such claims without prejudice; (ii) dismissed
`Plaintiff’s claims with prejudice against former defendants Vougessis, Feikin, Fields
`and Intrieni; (iii) denied Defendants’ Motions to Dismiss with respect to the breach
`of fiduciary duty claim relating to the 2022 Buyback and the unjust enrichment
`claims against the CK Defendants; (iv) held that, with respect to the derivative Count
`I, Plaintiff’s allegations against the remaining Director Defendants satisfied the
`requirements for pleading demand futility with respect to the derivative claim
`regarding the 2022 Buyback, and adequately alleged a claim for relief under Court
`of Chancery Rule 12(b)(6); (v) held that Plaintiff had adequately alleged a derivative
`claim against the CK Defendants for unjust enrichment (Count III); and (vi) held
`that, with respect to the direct claims (Counts II and IV), for purposes of the pleading
`stage, Plaintiff had adequately alleged (a) a direct claim against the remaining
`Director Defendants on behalf of the Class in connection with the 2022 Buyback,
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`and (b) a direct claim for unjust enrichment on behalf of the Class against the CK
`Defendants, again in connection with the 2022 Buyback;
`WHEREAS, on August 2, 2024, Defendant Stephen Sherr, and Defendants
`Knighthead, Certares, CK Amarillo, Wagner, Shannahan, Farmer and O’Hara filed
`Answers to Plaintiff’s Complaint;
`WHEREAS, on August 26, 2024, the Hertz Board of Directors (the “Board”)
`added non-parties Francis Blake and Lucy Clark Dougherty as directors of the
`Board;
`WHEREAS, also on August 26, 2024, the Board resolved to create a Special
`Litigation Committee of the Board (the “SLC”), which was charged with
`“investigat[ing] and evaluat[ing] the allegations and issues raised in the Litigation
`and … prepar[ing] such reports, arriv[ing] at such decisions and tak[ing] such other
`actions in connection with the Litigation as the Special Litigation Committee deems
`appropriate and in the best interests of Hertz and its stockholders, in accordance with
`Delaware law,” and appointed Mr. Blake and Ms. Clark Doherty as the members of
`the SLC;
`WHEREAS, on September 13, 2024, the SLC filed a Motion to Stay the
`Action which, following briefing and oral argument, the Court granted on October
`21, 2024;
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`WHEREAS, on March 25, 2025, Hertz disclosed that it had entered into a
`voting agreement with CK Amarillo (the “Voting Agreement”), and publicly filed
`with the U.S. Securities and Exchange Commission a Form 8-K that attached a copy
`of that agreement on that same date;
`WHEREAS, on April 25, 2025, the SLC presented to the Court a report
`summarizing the SLC’s formation, investigation, factual findings, claims analysis
`and conclusions, and containing the SLC’s determination that it would not be in the
`best interests of Hertz or its stockholders to pursue the derivative claims in the
`litigation and that, in its opinion, the Voting Agreement addressed any conceivable
`alleged harm resulting from the Buybacks;
`WHEREAS, by letter to the Court dated May 9, 2025, Plaintiff acknowledged
`the SLC’s reports and recommendations, and stated that he would not oppose any
`motion to terminate the derivative claims, but reserved his right to seek an award of
`fees based on the benefits provided through the Voting Agreement;
`WHEREAS, also on May 9, 2025, the SLC filed its Unopposed Motion to
`Terminate the Derivative Claims;
`WHEREAS, also on May 9, 2025, Plaintiff filed his Response to the SLC’s
`motion to terminate, stating that he did not oppose the motion to terminate the
`derivative claims, reserved his right to seek an award of fees and expenses based on
`the benefits provided through the Voting Agreement, and reserved all rights and
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`waived no arguments with respect to the claims in the Action asserted on behalf of
`the Class;
`WHEREAS, after the SLC filed its Unopposed Motion to Terminate the
`Derivative Claims, counsel for Plaintiff and the CK Defendants engaged in
`discussions regarding the terms for a potential resolution of the Direct Claims;
`WHEREAS, following such discussions and subject to approval by the
`independent members of the Hertz Board of Directors, on July 23, 2025, Plaintiff
`and the CK Defendants came to an agreement to certain amendments to the Voting
`Agreement which, if approved by the Court, would form the basis for a settlement
`and final resolution of the Direct Claims;
`WHEREAS, on August 6, 2025, the Court scheduled a hearing on the SLC’s
`Unopposed Motion to Terminate the Derivative Claims for November 10, 2025;
`WHEREAS, in accordance with the Stipulation, the Parties have made an
`application, pursuant to Court of Chancery Rules 23 and Rule 23.1, for entry of a
`scheduling order in accordance with the Stipulation, approving the form and content
`of the notice of the Settlement to the Class, and scheduling the date and time for the
`Settlement Hearing; and
`WHEREAS, the Court having read and considered the Stipulation and the
`exhibits attached thereto; the Stipulation being sufficient to warrant notice to the
`Class; and all Settling Parties having consented to the entry of this Order;
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`NOW THEREFORE, IT IS HEREBY ORDERED, this ___ day of
`___________, 2025, as follows:
`1.Definitions. Unless otherwise defined herein, capitalized terms used
`herein shall have the same meanings given to them in the Stipulation.
`2.Settlement Hearing. The Court will hold the Settlement Hearing on
`______________________, 2026, at _______ ___.m., at the Court of Chancery of
`the State of Delaware, New Castle County Courthouse, Leonard L. Williams Justice
`Center, 500 North King Street, Wilmington, DE 19801, to:
`(a) certify a class of Hertz stockholders, for settlement purposes only
`and pursuant to Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2), consisting of
`all record and beneficial holders of Hertz common stock, who purchased, acquired,
`or held such securities at any time during the Class Period (defined as the period
`between November 10, 2021, and February 9, 2023, inclusive), and their successors
`and assigns, but excluding the Excluded Persons;
`(b) determine whether the proposed Settlement on the terms and
`conditions provided for in the Stipulation is fair, reasonable, and adequate to the
`Class and to Hertz, and should be approved by the Court;
`(c) determine whether a Judgment substantially in the form attached
`as Exhibit D to the Stipulation should be entered dismissing the Action with
`prejudice against the Defendants;
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`(d) determine whether the application by Plaintiff’s Counsel for an
`award of attorneys’ fees and reimbursement of litigation expenses should be
`approved;
`(e) hear and determine any objections to the Settlement; and
`(f) consider any other matters that may properly be brought before
`the Court in connection with the Settlement. Notice of the Settlement and the
`Settlement Hearing shall be given to Class Members as set forth in Paragraph 6 of
`this Order.
`3.Adjournment Without Further Notice. The Court may adjourn the
`Settlement Hearing, including, without limitation, consideration of any application
`for a Fee and Expense Award, without further notice.
`4.Approval Without Further Notice. The Court may approve the
`Settlement at or after the Settlement Hearing according to the terms and conditions
`of the Stipulation, as it may be modified by the Parties, with or without further
`notice. Further, the Court may render its judgment, and order the payment of any
`Fee and Expense Award, all without further notice.
`5.Retention of Settlement Administrator and Manner of Notice.
`Plaintiff’s counsel are hereby authorized to retain A.B. Data, Ltd. as the settlement
`administrator (the “Settlement Administrator”) to provide notice to the Class. Notice
`of the Settlement and the Settlement Hearing shall be given as follows:
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`(a) Within five business days of the date of entry of this Order,
`Defendants shall provide or cause to be provided to the Settlement Administrator
`and Plaintiff’s Counsel, the information described in Paragraph 2(b)(vii) of the
`Stipulation, referred to herein as the “Stockholder Information”;
`(b) not later than twenty business days after the date of entry of this
`Order (the “Notice Date”), the Settlement Administrator shall cause a copy of the
`Long-Form Notice, substantially in the form attached to the Stipulation as Exhibit
`B, to be mailed by first-class mail to potential Class Members at the addresses set
`forth in the Stockholder Information or who otherwise may be identified through
`further reasonable effort;
`(c) not later than the Notice Date, the Settlement Administrator shall
`post a copy of the Long-Form Notice on the Settlement Administrator’s website;
`(d) not later than ten business days after the Notice Date, the
`Settlement Administrator shall cause the Publication Notice, substantially in the
`form attached to the Stipulation as Exhibit C, to be published once in The Wall
`Street Journal and to be transmitted once over the PR Newswire;
`(e) not later than fourteen business days prior to the Settlement
`Hearing, Plaintiff’s Counsel shall serve on Defendants’ Counsel and file with the
`Court proof, by affidavit or declaration, of compliance with Paragraphs 6(b)-(d)
`above.
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`6.Approval of Form and Content of Notice. The Court (a) approves,
`as to form and content, the Long-Form Notice, attached to the Stipulation as Exhibit
`B, and the Publication Notice, attached to the Stipulation as Exhibit C, and (b) finds
`that the mailing and internet distribution of the Long-Form Notice, and publication
`of the Publication Notice in the manner and form set forth in Paragraph 5 of this
`Order: (i) are the best notice practicable under the circumstances; (ii) constitute
`notice that is reasonably calculated, under the circumstances, to apprise Class
`Members of the pendency of the Action, of the effect of the proposed Settlement
`(including the releases to be provided thereunder), of Plaintiff’s Counsel’s
`application for an award of attorneys’ fees and litigation expenses, of their right to
`object to the Settlement, and/or their right to appear at the Settlement Hearing;
`(iii) constitute due, adequate, and sufficient notice to all persons and entities entitled
`to receive notice of the proposed Settlement; and (iv) satisfy the requirements of
`Court of Chancery Rules 23 and 23.1, the United States Constitution (including the
`Due Process Clause), and all other applicable law and rules. The date and time of
`the Settlement Hearing shall be included in the Notice and the Summary Notice
`before they are mailed, posted, and published, respectively.
`7.Appearance at Settlement Hearing and Objections. Unless the
`Court orders otherwise, any Class Member or current stockholder of Hertz may enter
`an appearance in the Action, at his, her or its own expense, individually or through
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`counsel of his, her or its own choice, by filing with the Register in Chancery and
`delivering a notice of appearance to representative counsel for Plaintiff and
`Defendants, at the addresses set forth in Paragraph 8 below, such that it is received
`no later than ten calendar days prior to the Settlement Hearing, or as the Court may
`otherwise direct. Any Class Member who does not enter an appearance will be
`represented by Plaintiff’s Counsel, and shall be deemed to have waived and forfeited
`any and all rights he, she, or it may otherwise have to appear separately at the
`Settlement Hearing.
`8. Any Class member or current stockholder of Hertz who objects to the
`Stipulation, the Settlement, the Order and Final Judgment to be entered in the Action,
`the application for a Fee and Expense Award, or who otherwise wishes to be heard,
`may appear in person, or by his, her, their, or its attorney at the Settlement Hearing
`and present evidence or argument that may be proper and relevant; provided,
`however, that, except for good cause shown or as the Court otherwise directs, no
`Person shall be heard and no papers, briefs, pleadings, or other documents submitted
`by any Person shall be considered by the Court unless not later than twenty (20)
`calendar days prior to the Settlement Hearing, such Person files with the Register in
`Chancery, Leonard L. Williams Justice Center, 500 North King Street, Wilmington,
`Delaware 19801 and serves upon counsel listed below: (a) a written and signed
`notice of intention to appear that states the name of that Person and that Person’s
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`address (or, if represented, the address of the Person’s counsel), and stating that the
`objection is being filed with respect to “Cascia v. Farmer et al., C.A. No. 2023-
`0520-KSJM; (b) documentation evidencing such Person’s status as a current
`stockholder of Hertz or a member of the Class; (c) a detailed statement of such
`Person’s objections to any matters before the Court; (d) the grounds for such
`objections and the reasons that such Person desires to appear and be heard; and (e)
`all documents or writings such Person desires the Court to consider. Documentation
`establishing membership in the Class or current Hertz stock ownership must consist
`of copies of monthly brokerage account statements or an authorized statement from
`the objector’s broker containing the transactional and holding information found in
`an account statement. Such filings must be served upon the following counsel by
`hand delivery, overnight mail, or the Court’s electronic filing and service system:
`Plaintiff’s Counsel Representative Defendants’ Counsel
`GRANT & EISENHOFER P.A.
`Michael J. Barry
`Vivek Upadhya
`123 Justison Street
`Wilmington, DE 19801
`(302) 622-7000
`mbarry@gelaw.com
`vupadhya@gelaw.com
`POTTER ANDERSON
`& CORROON, LLP
`Kevin R. Shannon
`Christopher N. Kelly
`1313 N Market St
`# 6
`Wilmington, DE 19801
`Tel: (302) 984-6000
`kshannon@potteranderson.com
`ckelly@potteranderson.com
`Attorneys for Nominal Defendant Hertz
`Global Holdings, Inc.
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`RICHARDS, LAYTON
`& FINGER, P.A.
`Blake Rohrbacher
`Sandy Xu
`920 N. King Street
`Wilmington, DE 19801
`Tel: (302) 651-7700
`rohrbacher@rlf.com
`xu@rlf.com
`Attorneys for Stephen Scherr
`BERGER MCDERMOTT, LLP
`Richard I. G. Jones, Jr.
`Harry W. Shenton, IV
`1105 N Market St
`11th Floor
`Wilmington, DE 19801
`Tel: (302) 655-1140
`rjones@bergermcdermott.com
`hshenton@bergermcdermott.com
`Attorneys for Knighthead Capital
`Management, LLC, Certares
`Opportunities LLC, CK Amarillo, LP,
`Thomas Wagner, Andrew Shannahan,
`Colin Farmer, and Michael Gregory
`O’Hara
`9. Unless the Court orders otherwise, any Class Member who or which
`does not make his, her, or its objection in the manner provided herein shall (a) be
`deemed to have waived and forfeited his, her, or its right to object to any aspect of
`the proposed Settlement or Plaintiff’s Counsel’s requests; (b) be forever barred and
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`foreclosed from objecting to the fairness, reasonableness, or adequacy of the
`Settlement, the Judgment to be entered approving the Settlement, or the attorneys’
`fees and litigation expenses requested or awarded; and (c) be deemed to have waived
`and forever barred and foreclosed from being heard, in this or any other proceeding,
`with respect to any matters concerning the Settlement or the requested or awarded
`attorneys’ fees and litigation expenses.
`10.Stay and Temporary Injunction. Until otherwise ordered by the
`Court, the Court stays all proceedings in the Action other than proceedings necessary
`to carry out or enforce the terms and conditions of the Stipulation. Pending final
`determination by the Court of whether the Settlement should be approved, the Court
`bars and enjoins Plaintiff, and all other members of the Class, from instituting,
`commencing, or prosecuting any and all of the Released Plaintiff’s Claims against
`any and all of the Released Defendant Parties.
`11.Notice and Administrative Costs. All Administrative Costs
`(including any costs associated with disseminating the Notice) shall be paid as set
`forth in the Stipulation without further order of the Court.
`12.Briefing Schedule for Parties. Not later than thirty (30) calendar days
`prior to the Settlement Hearing, Plaintiff’s Counsel shall file and serve Plaintiff’s
`opening brief in support of the Settlement (the “Supporting Brief”) and any
`application for a Fee and Expense Award. Defendants shall file any brief opposing
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`the Fee and Expense Award application not later than twenty (20) calendar days
`prior to the Settlement Hearing. Plaintiff may file a reply brief in further support of
`his application for a Fee and Expense Award no later than ten (10) calendar days
`prior to the Settlement Hearing. If any objections to the Settlement are received or
`filed pursuant to Paragraph 8 above, any of the Parties may file and serve a response
`to those objections no later than ten (10) calendar days prior to the Settlement
`Hearing.
`13.Retention of Jurisdiction. The Court retains exclusive jurisdiction to
`consider all further applications arising out of or connected with the proposed
`Settlement.
`14.Effect of Approval. If the Settlement is approved by the Court
`following the Settlement Hearing, the Court shall enter an Order and Final Judgment
`substantially in the form attached as Exhibit D. The effectiveness of the Order and
`Final Judgment shall not be conditioned upon the approval of any Fee and Expense
`Award, either at all or in any particular amount, by the Court.
`15.Effect of Disapproval, Cancellation, or Termination. In the event
`that the proposed Settlement (or any amendment thereof by the Parties) is rendered
`null and void as to all Parties for any reason, (a) all of the Parties shall be deemed to
`have reverted to their respective litigation statuses immediately prior to the
`execution of the Stipulation, and they shall proceed in all respects as if the
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`Stipulation had not been executed and any related orders had not been entered, (b)
`all of their respective claims and defenses as to any issue in the Action shall be
`preserved without prejudice in any way, (c) the statements made in connection with
`the negotiation of the Stipulation shall not be deemed to prejudice in any way the
`positions of any of the Parties with respect to the Action, or to constitute an
`admission of fact of wrongdoing by any Party, shall not be used or entitle any Party
`to recovery any fees, costs, or expenses incurred in connection with the Action, and
`(d) neither the existence of the Stipulation nor its contents nor any statements made
`in connection with its negotiation or any settlement communications shall be
`admissible in evidence or shall be referred to for any purpose in the Action, or in any
`other suit, action, or proceeding.
`16.Extensions Without Further Notice. The Court may, for good cause
`shown, extend any of the deadlines set forth in this Order without further notice.
`17.Interpretation of Headings. The headings herein are used for the
`purpose of convenience only and are not meant to have legal effect.
`Chancellor Kathaleen St. J. McCormick
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