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Section 1: 8-K (8-K)

Document



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
 
May 7, 2018

393420563_trinityinclogoverticalhrblac.jpg
__________________________________________
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Delaware
 
1-6903
 
75-0225040
(State or other jurisdiction
of incorporation
 
(Commission File No.)
 
(I.R.S. Employer
Identification No.)
  
 
 
 
 
2525 N. Stemmons Freeway, Dallas, Texas
 
 
 
75207-2401
(Address of principal executive offices)
 
 
 
(Zip Code)

 
 
 
Registrant's telephone number, including area code:
 
214-631-4420
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:
¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 7, 2018, the Board of Directors of Trinity Industries, Inc. (the "Company") approved an amendment to the Bylaws of the Company to reduce the number of directors from eleven (11) to ten (10).
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 7, 2018, the Company held its 2018 Annual Meeting of Stockholders at which the Company’s stockholders voted on the following three proposals, and cast their votes as described below.
Proposal 1 - Election of Directors
The stockholders elected ten (10) directors for a one year term, as follows:
Nominee
For
Withheld
Broker Non-Votes
John L. Adams
116,255,687
2,256,747
16,877,921
Rhys J. Best
114,508,548
4,003,886
16,877,921
David W. Biegler
112,890,030
5,622,404
16,877,921
Antonio Carrillo
113,217,803
5,294,631
16,877,921
Leldon E. Echols
114,440,758
4,071,676
16,877,921
Ronald J. Gafford
116,227,772
2,284,662
16,877,921
Charles W. Matthews
116,395,133
2,117,301
16,877,921
Douglas L. Rock
117,492,852
1,019,582
16,877,921
Dunia A. Shive
117,286,862
1,225,572
16,877,921
Timothy R. Wallace
115,048,222
3,464,212
16,877,921

Proposal 2 - Advisory Vote to Approve Named Executive Officer Compensation
The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement dated April 6, 2018, including the Compensation Discussion and Analysis, the compensation tables, and the narrative discussion related thereto, by the following vote:
For
Against
Abstentions
Broker Non-Votes
96,220,441
21,367,992
924,001
16,877,921

Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm for the Year Ending December 31, 2018
The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018, by the following vote:
For
Against
Abstentions
133,244,391
1,929,171
216,793

Item 9.01 Exhibits.
(d) Exhibits
Exhibit No.
Description of Exhibit
3.1






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
Trinity Industries, Inc.
 
 
 
May 9, 2018
By:
/s/ S.Theis Rice
 
 
Name: S.Theis Rice
 
 
Title: Senior Vice President and Chief Legal Officer




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Section 2: EX-3.1 (EXHIBIT 3.1)

Exhibit


Exhibit 3.1


Amendment to the Company’s Bylaws Effective May 7, 2018

The first sentence of Article III, Section 1 of the Bylaws of the Company is amended and restated to read as follows:

“The number of directors of the corporation shall be ten (10).”



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