Trinity Industries Inc 8-K, filed Dec 10, 2020
Trinity Industries Inc (TRN)
8-K
2020-12-10
For: 2020-12-09
View Original
Added on
April 07, 2026
About this 8-K
Trinity Industries Inc filed this 8-K on December 10, 2020, reporting on events of December 9, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
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): | ||||||||
_______________________________________
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices, and Zip Code)
(214 ) 631-4420
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 ☐
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 December 9, 2020, the Board of Directors (the “Board”) of Trinity Industries, Inc. (the "Company") elected Tyrone M. Jordan as a member of the Board, effective immediately. Mr. Jordan has been appointed to the Audit Committee and the Human Resources Committee of the Board.
The Board has made an affirmative determination that Mr. Jordan qualifies as an independent director under the New York Stock Exchange listing standards and the Company’s standards for director independence. The Board has also made the affirmative determination that Mr. Jordan qualifies as an “audit committee financial expert” as such term is defined under Item 407(d)(5) of Regulation S-K under the Securities Exchange Act of 1934, as amended. The December 9, 2020, press release regarding the election of Mr. Jordan is being filed with this Current Report on Form 8-K as Exhibit 99.1.
Mr. Jordan will receive the Company’s standard non-employee director compensation. He was awarded 2,594 restricted stock units that vest at the Company’s next Annual Meeting of Stockholders. Mr. Jordan has no arrangement or understanding with any person regarding his selection as a director of the Company. Mr. Jordan has no related person transactions with the Company reportable under Item 404(a) of Regulation S-K.
Item 5.03 Amendments of Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 9, 2020, the Board of Directors amended Section 1 of Article III of the Company’s Bylaws to increase the number of directors from eight (8) to nine (9), effective immediately.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| NO. | DESCRIPTION | |||||||
| 3.1 | ||||||||
| 99.1 | ||||||||
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. | ||||||||
| December 10, 2020 | By: | /s/ Eric R. Marchetto | ||||||
| Name: Eric R. Marchetto | ||||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||||
Exhibit 3.1
Amendment to the Company’s Bylaws Effective December 9, 2020
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 nine (9).”
Exhibit 99.1
| NEWS RELEASE |  | ||||
FOR IMMEDIATE RELEASE
Trinity Industries, Inc. Adds Tyrone Jordan to its Board of Directors
DALLAS – December 10, 2020 – Trinity Industries, Inc. (NYSE:TRN) (“Trinity”) today announced the election of Tyrone M. (“TJ”) Jordan to its Board of Directors, effective immediately. The addition of Mr. Jordan expands Trinity’s Board of Directors from eight to nine members. Mr. Jordan will serve as a member of the Audit and Human Resources Committees.
“Mr. Jordan is a seasoned executive with over 35 years of operational and leadership experience,” said Leldon E. Echols, Trinity’s Non-Executive Chairman of the Board. “We are pleased to welcome TJ as the newest member of our Board of Directors. His counsel and significant expertise in operations, advanced technology and engineering will be a complementary addition to our Board as Trinity executes on its strategy to optimize our integrated rail services platform and strengthen the rail industry modal advantage through supply chain innovation.”
Mr. Jordan served as the President and Chief Operating Officer of DURA Automotive Systems, a global designer and manufacturer of automotive components, including control systems, exterior systems and EV/Hybrid lightweight structural systems for original equipment manufacturers and other transportation industries, from 2015 to 2019. Mr. Jordan began his career at General Motors Company (“GM”). During his GM tenures from 1984 to 2009 and from 2014 to 2015, Mr. Jordan held numerous international operations, business development, strategy, marketing and sales, mergers and acquisitions, and product development executive positions ultimately serving as Executive Vice President, Global Operations and Customer Experience. From 2009 to 2013, Mr. Jordan worked for United Technologies Corporation in prominent roles in manufacturing operations, purchasing, technology and engineering and ultimately served as Global Senior Vice President, Operations and Supply Chain, Aerospace Systems. He is a member of the board of directors and the audit committee of Oshkosh Corporation, and also serves on the board of directors of TPI Composites, Inc.
Mr. Jordan received his Executive Aerospace & Defense Master of Business Administration (ADMBA) in Operations, Strategy & Finance from the University of Tennessee, a degree in Pre-Law from Eastern Michigan University and a degree in Industrial Engineering Technology from Purdue University.
About Trinity Industries
Trinity Industries, Inc., headquartered in Dallas, Texas, owns businesses that are leading providers of rail transportation products and services in North America. Our rail-related businesses market their railcar products and services under the trade name TrinityRail®. The TrinityRail platform provides railcar leasing and management services, as well as railcar manufacturing, maintenance and modifications. Trinity also owns businesses engaged in the manufacture of products used on the nation’s roadways and in traffic control, as well as a logistics business that primarily provides support services to Trinity. Trinity reports its financial results in three principal business segments: the Railcar Leasing and Management Services Group, the Rail Products Group, and the All Other Group. For more information, visit: www.trin.net.
| Investor Contact: | ||
| Jessica L. Greiner | ||
| Vice President, Investor Relations and Communications | ||
| Trinity Industries, Inc. | ||
| (Investors) 214/631-4420 | ||
| Media Contact: | ||
| Jack L. Todd | ||
| Vice President, Public Affairs | ||
| Trinity Industries, Inc. | ||
| (Media Line) 214/589-8909 | ||
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