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2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 6K
3: EX-99.1 Miscellaneous Exhibit HTML 11K
7: R1 Document and Entity Information Document HTML 47K
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(Address of Principal Executive Offices, and Zip Code)
(i214)
i631-4420
Registrant's Telephone Number, Including Area Code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
______________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
i☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
iCommon Stock
iTRN
iNew
York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company i☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 7, 2022, the Board of Directors
(the “Board”) of Trinity Industries, Inc. (the "Company") elected Robert C. Biesterfeld Jr. and Veena M. Lakkundi as members of the Board, effective immediately. It is currently anticipated that Mr. Biesterfeld will join the Finance and Risk Committee and the Human Resources Committee, while Ms. Lakkundi is expected to join the Audit Committee and the Corporate Governance and Directors Nominating Committee.
The Board has made an affirmative determination that each of Mr. Biesterfeld and Ms. Lakkundi qualifies as an independent director under the New York Stock Exchange listing standards and the Company’s standards for director independence. The September 7, 2022, press release regarding the
election of Mr. Biesterfeld and Ms. Lakkundi is being filed with this Current Report on Form 8-K as Exhibit 99.1.
Mr. Biesterfeld and Ms. Lakkundi will each receive the Company’s standard non-employee director compensation. Each of them was awarded 3,609 restricted stock units or shares of restricted stock (at their election) that vest at the Company’s next Annual Meeting of Stockholders.Neither Mr. Biesterfeld nor Ms. Lakkundi has any arrangement or understanding with any person regarding their selection as a director of the Company. Neither Mr. Biesterfeld
nor Ms. Lakkundi has any related person transactions with the Company reportable under Item 404(a) of Regulation S-K.
On September 7, 2022, the Board amended Section 1 of Article III of the Company’s Bylaws to increase the number of directors from eight to nine, effective immediately.
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
