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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): March 27, 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 |
6.875% Series D Cumulative Redeemable Perpetual Preference Shares | TRTN PRD | 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. o
Item 7.01. Regulation FD Disclosure.
As described in the Current Report on Form 8-K filed by Triton International Limited (the "Company") with the Securities and Exchange Commission on January 23, 2020 and in the Company’s proxy statement for its 2020 Annual General Meeting of Shareholders (the "Annual Meeting") to be held on April 21, 2020, director Karen Austin has decided not to stand for re-election at the Annual Meeting in order to devote more time to her other professional commitments and activities. As a result, upon the expiration of Ms. Austin's term on the date of the Annual Meeting, the Board of Directors (the "Board") will no longer have a female director.
The Board is committed to recruiting highly qualified director candidates with diverse backgrounds, inclusive of gender, race, ethnicity, age, sexual orientation and gender identity. In that regard, the Nominating and Corporate Governance Committee has commenced a search for a new director to join the Board and has retained a search firm to assist it in identifying potential candidates, prioritizing gender diversity, among other relevant qualifications, in the search. The Board is committed to appointing a female director by the date of the 2021 Annual Meeting, expected to be held in April 2021.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, including statements regarding the Company's director recruitment objectives and commitments. These forward-looking statements involve substantial risks and uncertainties, including but not limited to, that the Company may not be successful in achieving its stated commitment within the anticipated timeframe stated in this report. Other important risks and uncertainties are detailed in the Company's reports and other filings with the SEC; including its most recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K. Except to the extent required by applicable law, we undertake no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.
The information in this Current Report on Form 8-K shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be set forth by specific reference in such filing.
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: March 27, 2020 | | By: | /s/ Carla L. Heiss |
| | Name: | Carla L. Heiss |
| | Title: | Senior Vice President, General Counsel and Secretary |