trn-20260521
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 21, 2026 | |||||||
_______________________________________
(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.) | ||||||||||||
14221 N. Dallas Parkway, Suite 1100,
Dallas, Texas 75254-2957
(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:
☐ 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock | TRN | New York Stock Exchange | ||||||
| NYSE Texas | ||||||||
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 5.07 Submission of Matters to a Vote of Security Holders
On May 21, 2026, Trinity Industries, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders at which 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 eight directors for a one-year term, as follows:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||
| William P. Ainsworth | 63,741,310 | 486,373 | 1,597,409 | 7,562,131 | ||||||||||
| Robert C. Biesterfeld Jr. | 63,960,722 | 267,636 | 1,596,734 | 7,562,131 | ||||||||||
| John J. Diez | 63,506,668 | 721,718 | 1,596,706 | 7,562,131 | ||||||||||
| Leldon E. Echols | 62,930,723 | 1,298,213 | 1,596,156 | 7,562,131 | ||||||||||
| Veena M. Lakkundi | 65,403,602 | 357,428 | 64,062 | 7,562,131 | ||||||||||
| S. Todd Maclin | 64,054,109 | 173,459 | 1,597,524 | 7,562,131 | ||||||||||
| E. Jean Savage | 65,303,403 | 423,942 | 97,747 | 7,562,131 | ||||||||||
| Dunia A. Shive | 64,389,016 | 1,362,863 | 73,213 | 7,562,131 | ||||||||||
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 9, 2026, including the Compensation Discussion and Analysis, the compensation tables, and the narrative discussion related thereto, by the following vote:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 63,091,993 | 1,030,171 | 1,702,928 | 7,562,131 | ||||||||
Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026, by the following vote:
| For | Against | Abstain | ||||||
| 72,013,493 | 1,280,041 | 93,689 | ||||||
Item 9.01 Financial Statements and Exhibits.
(a) - (c) Not applicable.
(d) Exhibits:
| NO. | DESCRIPTION | |||||||
| 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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Trinity Industries, Inc. | ||||||||
| May 21, 2026 | By: | /s/ Jared S. Richardson | ||||||
| Name: Jared S. Richardson | ||||||||
| Title: Vice President and Secretary | ||||||||