8-K

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): September 7, 2021

_______________________________________

(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

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 September 7, 2021, Brandon B. Boze informed Trinity Industries, Inc. (the “Company”) of his resignation from the Company’s Board of Directors (the “Board”) effective on September 8, 2021. Mr. Boze’s decision to resign is not the result of any disagreement with management or the Board related to the Company’s operations, policies, or practices.

On September 8, 2021, the Board elected Jason G. Anderson as a member of the Board, effective immediately. Mr. Anderson has been appointed to the Finance and Risk Committee and the Human Resources Committee of the Board.

The Board has made an affirmative determination that Mr. Anderson qualifies as an independent director under the New York Stock Exchange listing standards and the Company’s standards for director independence. The September 8, 2021, press release regarding the election of Mr. Anderson is being filed with this Current Report on Form 8-K as Exhibit 99.1.

Mr. Anderson will receive the Company’s standard non-employee director compensation, other than equity compensation, which he declined. Mr. Anderson has no arrangement or understanding with any person regarding his selection as a director of the Company. Mr. Anderson has no related person transactions with the Company reportable under Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(a) - (c) Not applicable.

(d) Exhibits:

NO.	DESCRIPTION
99.1	Press release by the Company dated September 8, 2021, announcing the election of Jason G. Anderson as a director of the Company.
101.INS	Inline 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	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, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Trinity Industries, Inc.
September 8, 2021	By:	/s/ Eric R. Marchetto
		Name: Eric R. Marchetto
		Title: Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

Trinity Industries, Inc. Adds Jason Anderson to its Board of Directors

DALLAS – September 8, 2021 – Trinity Industries, Inc. (NYSE:TRN) (“Trinity”) today announced the addition of Jason G. Anderson to its Board of Directors and the resignation of Brandon B. Boze from the Board, both effective as of today. Similar to Mr. Boze, Mr. Anderson is a member of the investment team at ValueAct Capital. Mr. Anderson will also serve as a member of the Finance and Risk Committee and the Human Resources Committee.

“We are pleased to welcome Jason Anderson to Trinity’s Board of Directors,” said Leldon E. Echols, Trinity’s Non-Executive Chairman of the Board. “His experience in finance, strategy, and mergers and acquisitions will be a tremendous asset to Trinity. We also thank Brandon for his years of service and the guidance he provided to Trinity during his time as a director.”

On his departure, Mr. Boze, a Partner and President of ValueAct Capital, said, “It has been a privilege serving on the Trinity board. I would like to thank the company and its directors for their partnership over the years. ValueAct is delighted that Jason will serve as a director, where we are confident he will make significant contributions to Trinity’s continued success.”

Mr. Anderson is a Vice President at ValueAct Capital, a privately-owned investment firm and Trinity’s largest stockholder. Prior to joining ValueAct Capital in 2016, Mr. Anderson was a Senior Associate at GTCR LLC, a private equity firm focused on leveraged buyouts, leveraged recapitalization, growth capital and rollup transactions. Prior to joining GTCR LLC in 2013, he worked at Bank of America Merrill Lynch in its leveraged finance group.

Mr. Anderson received his bachelors degree in mathematics and economics from Vanderbilt University.

About Trinity Industries

Trinity Industries, Inc., headquartered in Dallas, Texas, owns businesses that are leading providers of rail transportation products and services in North America. Our rail-related businesses market their railcar products and services under the trade name TrinityRail®. The TrinityRail platform provides railcar leasing and management services, as well as railcar manufacturing, maintenance and modifications. Trinity also owns businesses engaged in the manufacture of products used on the nation’s roadways and in traffic control. Trinity reports its financial results in three principal business segments: the Railcar Leasing and Management Services Group, the Rail Products Group, and the All Other Group. For more information, visit: www.trin.net.

Investor Contact:

Eric R. Marchetto

Executive Vice President and Chief Financial Officer

Trinity Industries, Inc.

(Investors) 214/631-4420

Media Contact:

Jack L. Todd

Vice President, Public Affairs

Trinity Industries, Inc.

(Media Line) 214/589-8909

XML

Document and Entity Information Document	Sep. 07, 2021
Cover [Abstract]
Title of 12(b) Security	Common Stock
Document Type	8-K
Entity Incorporation, State or Country Code	DE
Entity File Number	1-6903
Entity Tax Identification Number	75-0225040
Entity Address, Address Line One	14221 N. Dallas Parkway, Suite 1100,
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75254-2957
City Area Code	214
Local Phone Number	631-4420
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Registrant Name	TRINITY INDUSTRIES INC
Entity Central Index Key	0000099780
Amendment Flag	false
Trading Symbol	TRN
Security Exchange Name	NYSE
Document Period End Date	Sep. 07, 2021