Trinity Industries Inc 8-K, filed Sep 8, 2021
Trinity Industries Inc (TRN)
8-K
2021-09-08
For: 2021-09-07
View Original
Added on
April 07, 2026
About this 8-K
Trinity Industries Inc filed this 8-K on September 8, 2021, reporting on events of September 7, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- 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 September 7, 2021, Brandon B. Boze informed Trinity Industries, Inc. (the “Company”) of his resignation from the Company’s Board of Directors (the “Board”) effective on September 8, 2021. Mr. Boze’s decision to resign is not the result of any disagreement with management or the Board related to the Company’s operations, policies, or practices.
On September 8, 2021, the Board elected Jason G. Anderson as a member of the Board, effective immediately. Mr. Anderson has been appointed to the Finance and Risk Committee and the Human Resources Committee of the Board.
The Board has made an affirmative determination that Mr. Anderson qualifies as an independent director under the New York Stock Exchange listing standards and the Company’s standards for director independence. The September 8, 2021, press release regarding the election of Mr. Anderson is being filed with this Current Report on Form 8-K as Exhibit 99.1.
Mr. Anderson will receive the Company’s standard non-employee director compensation, other than equity compensation, which he declined. Mr. Anderson has no arrangement or understanding with any person regarding his selection as a director of the Company. Mr. Anderson has no related person transactions with the Company reportable under Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(a) - (c) Not applicable.
(d) Exhibits:
| NO. | DESCRIPTION | |||||||
| 99.1 | ||||||||
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document (filed electronically herewith). | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith). | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed electronically herewith). | |||||||
| 104 | 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.
| Trinity Industries, Inc. | ||||||||
| September 8, 2021 | By: | /s/ Eric R. Marchetto | ||||||
| Name: Eric R. Marchetto | ||||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||||
Exhibit 99.1
| NEWS RELEASE |  | ||||
FOR IMMEDIATE RELEASE
Trinity Industries, Inc. Adds Jason Anderson to its Board of Directors
DALLAS – September 8, 2021 – Trinity Industries, Inc. (NYSE:TRN) (“Trinity”) today announced the addition of Jason G. Anderson to its Board of Directors and the resignation of Brandon B. Boze from the Board, both effective as of today. Similar to Mr. Boze, Mr. Anderson is a member of the investment team at ValueAct Capital. Mr. Anderson will also serve as a member of the Finance and Risk Committee and the Human Resources Committee.
“We are pleased to welcome Jason Anderson to Trinity’s Board of Directors,” said Leldon E. Echols, Trinity’s Non-Executive Chairman of the Board. “His experience in finance, strategy, and mergers and acquisitions will be a tremendous asset to Trinity. We also thank Brandon for his years of service and the guidance he provided to Trinity during his time as a director.”
On his departure, Mr. Boze, a Partner and President of ValueAct Capital, said, “It has been a privilege serving on the Trinity board. I would like to thank the company and its directors for their partnership over the years. ValueAct is delighted that Jason will serve as a director, where we are confident he will make significant contributions to Trinity’s continued success.”
Mr. Anderson is a Vice President at ValueAct Capital, a privately-owned investment firm and Trinity’s largest stockholder. Prior to joining ValueAct Capital in 2016, Mr. Anderson was a Senior Associate at GTCR LLC, a private equity firm focused on leveraged buyouts, leveraged recapitalization, growth capital and rollup transactions. Prior to joining GTCR LLC in 2013, he worked at Bank of America Merrill Lynch in its leveraged finance group.
Mr. Anderson received his bachelors degree in mathematics and economics from Vanderbilt 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. 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: | ||
| Eric R. Marchetto | ||
| Executive Vice President and Chief Financial Officer | ||
| Trinity Industries, Inc. | ||
| (Investors) 214/631-4420 | ||
| Media Contact: | ||
| Jack L. Todd | ||
| Vice President, Public Affairs | ||
| Trinity Industries, Inc. | ||
| (Media Line) 214/589-8909 | ||