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, 2022

_______________________________________

(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, 2022, the Board of Directors (the “Board”) of Trinity Industries, Inc. (the "Company") elected Robert C. Biesterfeld Jr. and Veena M. Lakkundi as members of the Board, effective immediately. It is currently anticipated that Mr. Biesterfeld will join the Finance and Risk Committee and the Human Resources Committee, while Ms. Lakkundi is expected to join the Audit Committee and the Corporate Governance and Directors Nominating Committee.

The Board has made an affirmative determination that each of Mr. Biesterfeld and Ms. Lakkundi qualifies as an independent director under the New York Stock Exchange listing standards and the Company’s standards for director independence. The September 7, 2022, press release regarding the election of Mr. Biesterfeld and Ms. Lakkundi is being filed with this Current Report on Form 8-K as Exhibit 99.1.

Mr. Biesterfeld and Ms. Lakkundi will each receive the Company’s standard non-employee director compensation. Each of them was awarded 3,609 restricted stock units or shares of restricted stock (at their election) that vest at the Company’s next Annual Meeting of Stockholders. Neither Mr. Biesterfeld nor Ms. Lakkundi has any arrangement or understanding with any person regarding their selection as a director of the Company. Neither Mr. Biesterfeld nor Ms. Lakkundi has any related person transactions with the Company reportable under Item 404(a) of Regulation S-K.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 7, 2022, the Board amended Section 1 of Article III of the Company’s Bylaws to increase the number of directors from eight to nine, effective immediately.

Item 9.01 Financial Statements and Exhibits.

(a) - (c) Not applicable.

(d) Exhibits:

NO.	DESCRIPTION
3.1	Amendment to the Company’s Bylaws, increasing the number of directors from eight to nine, effective September 7, 2022.
99.1	Press release by the Company dated September 7, 2022, announcing the election of Mr. Biesterfeld and Ms. Lakkundi as directors of the Company.
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 9, 2022	By:	/s/ Jared S. Richardson
		Name: Jared S. Richardson
		Title: Vice President and Secretary

EX-3.1

Exhibit 3.1

Amendments to the Company’s Bylaws

Effective September 7, 2022, the first sentence of Article III, Section 1 of the Bylaws of the Company is amended and restated to read as follows:

“The number of directors of the corporation shall be nine (9).”

EX-99.1

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

Trinity Industries, Inc. Adds Robert Biesterfeld Jr. and Veena Lakkundi to its Board of Directors

DALLAS – September 07, 2022 – Trinity Industries, Inc. (NYSE:TRN) (“Trinity”) today announced the election of Robert Biesterfeld Jr. (Bob) and Veena Lakkundi to its Board of Directors, effective immediately. The addition of these two members expands Trinity’s Board of Directors from seven to nine members.

“We are pleased and excited to welcome Bob Biesterfeld and Veena Lakkundi to Trinity’s Board of Directors,” said Leldon E. Echols, Trinity’s Non-Executive Chairman of the Board. “Bob’s extensive supply chain and executive management background and Veena’s substantial strategy and innovation expertise are great complements to Trinity’s Board of Directors and will provide invaluable insights and perspectives.”

Bob Biesterfeld has been the President and Chief Executive Officer of C.H. Robinson Worldwide, Inc. (“C.H. Robinson”), a global logistics company, since 2019. Prior to his current role at C.H. Robinson, he held the positions of Chief Operating Officer, President of North American Surface Transportation, Vice President of Truckload, and Vice President of Robinson Fresh. He began his career with Robinson Fresh in 1999. Mr. Biesterfeld has served as a member of the board of directors of C.H. Robinson since 2019.  He graduated from Winona State University, and previously served as a trustee of the Winona State University Foundation.

Veena Lakkundi has served as Senior Vice President, Corporate Strategy & Development, of Rockwell Automation, Inc., (“Rockwell”), an industrial automation and digital transformation company, since 2021.  She joined Rockwell following a 28-year career with 3M Company, where she most recently served as Senior Vice President and Chief Strategy Officer and Interim Leader of Technology, Transformation and Services. During her time with 3M, she led global industrial businesses and held various other roles of increasing responsibility and seniority in strategy, research and development, and sales and marketing. Ms. Lakkundi serves on the boards of Claroty and MINNDEPENDENT. Ms. Lakkundi received bachelor degrees in chemistry and chemical engineering from the University of Western Ontario.

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 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 reports its financial results in two reportable segments: the Railcar Leasing and Management Services Group and the Rail Products Group. For more information, visit: www.trin.net.

Investor Contact:

Leigh Anne Mann    

Vice President, Investor Relations                        

Trinity Industries, Inc.                                            

(Investors) 214/631-4420    

Media Contact:

Jack L. Todd    

Vice President, Public Affairs                

Trinity Industries, Inc.    

(Media Line) 214/589-8909    

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XML

Document and Entity Information Document	Sep. 07, 2022
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, 2022
Current Fiscal Year End Date	--12-31