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
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| Date of Report (Date of Earliest Event Reported): | | March 12, 2020 |
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(Exact name of registrant as specified in its charter)
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| 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, 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)
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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))
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 Stock | TRN | New York Stock Exchange |
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 12, 2020, the Board of Directors of Trinity Industries, Inc. (the “Company”) approved an amendment to Section 1 of Article III of the Company’s Bylaws to reduce the number of directors from eight (8) to seven (7).
Item 9.01 Financial Statements and Exhibits.
(a) - (c) Not applicable
(d) Exhibits
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| No. | | Description |
| 99.1 |
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| 101.INS |
| | 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 |
| | XBRL Taxonomy Extension Schema Document (filed electronically herewith). |
| 101.CAL |
| | XBRL Taxonomy Extension Calculation Linkbase Document (filed electronically herewith). |
| 101.LAB |
| | XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith). |
| 101.PRE |
| | XBRL Taxonomy Extension Presentation Linkbase Document (filed electronically herewith). |
| 101.DEF |
| | XBRL Taxonomy Extension Definition Linkbase Document (filed electronically herewith). |
| 104 |
| | Cover page interactive data file (embedded within the inline XBRL document)
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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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| | Trinity Industries, Inc. |
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| March 13, 2020 | By: | /s/ Melendy E. Lovett
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| | | Name: Melendy E. Lovett |
| | | Title: Senior Vice President and Chief Financial Officer |
