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 5, 2014 | |
Trinity Industries, Inc.
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(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
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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))
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting, 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 | 55,612,554 | 633,726 | 11,963,500 | ||
Rhys J. Best | 55,569,787 | 676,493 | 11,963,500 | ||
David W. Biegler | 54,437,229 | 1,809,051 | 11,963,500 | ||
Leldon E. Echols | 55,066,676 | 1,179,604 | 11,963,500 | ||
Ronald J. Gafford | 55,267,388 | 978,892 | 11,963,500 | ||
Adrian Lajous | 55,983,543 | 262,737 | 11,963,500 | ||
Charles W. Matthews | 55,204,929 | 1,041,351 | 11,963,500 | ||
Douglas L. Rock | 55,773,776 | 472,504 | 11,963,500 | ||
Dunia A. Shive | 56,048,043 | 198,237 | 11,963,500 | ||
Timothy R. Wallace | 54,512,840 | 1,733,440 | 11,963,500 | ||
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 1, 2014, 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 |
53,266,735 | 2,357,671 | 621,874 | 11,963,500 |
Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm for the Year Ending December 31, 2014
The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014, by the following vote:
For | Against | Abstentions |
66,834,496 | 1,172,630 | 202,654 |
Item 8.01 Other Events
The Company issued a press release on May 5, 2014, announcing a two for one stock split in the form of a stock dividend and a 33% increase in its quarterly dividend to ten (10) cents per share after the split.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release by Trinity Industries, Inc. dated May 5, 2014 announcing a two for one stock split in the form of a stock dividend and an increase in its quarterly dividend.
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 6, 2014 | By: | /s/ S. Theis Rice | |
Name: S. Theis Rice | |||
Title: Senior Vice President and Chief Legal Officer | |||