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): January 16, 2020
TRITON INTERNATIONAL LIMITED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Bermuda | | 001-37827 | | 98-1276572 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
Victoria Place, 5th Floor, 31 Victoria Street, Hamilton HM 10, Bermuda
(Address of Principal Executive Offices, including Zip Code)
Telephone: (441) 294-8033
(Registrant’s Telephone Number, Including Area Code)
Not applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common shares, $0.01 par value per share | | TRTN | | New York Stock Exchange |
8.50% Series A Cumulative Redeemable Perpetual Preference Shares | | TRTN PRA | | New York Stock Exchange |
8.00% Series B Cumulative Redeemable Perpetual Preference Shares | | TRTN PRB | | New York Stock Exchange |
7.375% Series C Cumulative Redeemable Perpetual Preference Shares | | TRTN PRC | | New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant 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 (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 January 16, 2020, Karen Austin, a member of Triton International Limited’s (the “Company”) Board of Directors, informed the Company that she has decided not to stand for re-election at the Company’s 2020 annual general meeting of shareholders (the “Annual Meeting”). Ms. Austin’s decision not to stand for re-election reflects her desire to devote more time to her other professional commitments and activities and was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. She will continue to serve as a director until her current term expires on the date of the Annual Meeting. The Company expects to hold its Annual Meeting in April 2020.
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.
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| | Triton International Limited |
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Date: January 23, 2020 | | By: | | /s/ Carla L. Heiss |
| | Name: | | Carla L. Heiss |
| | Title: | | Senior Vice President, General Counsel and Secretary |
