Other Information
−Removed: During the three months ended June 30, 2024, none of our directors or executive officers informed the Company of the adoption or termination of a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement", as those terms are defined in Item 408 of SEC Regulation S-K.
−Removed: 4.1 Supplemental Indenture, dated as of June 5, 2024, by and among Trinity Industries, Inc., the guarantors party thereto and Truist Bank, as trustee (incorporated by reference to Exhibit 4.2 to our Form 8-K filed June 5, 2024).
−Removed: 4.2 Form of Additional 7.750% Senior Notes due 2028 (incorporated by reference to Exhibit A to Exhibit 4.2 to our Form 8-K filed June 5, 2024).
−Removed: 10.1 Note Purchase Agreement dated May 22, 2024, among Trinity Industries Leasing Company, Trinity Rail Leasing 2021 LLC, Wells Fargo Securities LLC, ATLAS SP Securities, a division of Apollo Global Securities, LLC, BofA Securities, Inc., Credit Agricole Securities (USA) Inc., Citizens JMP Securities, LLC, PNC Capital Markets LLC, and Regions Securities LLC (incorporated by reference to Exhibit 10.1 to our Form 8-K filed May 23, 2024).
−Removed: 10.2 Series 2024-1 Supplement dated May 30, 2024, by and between Trinity Rail Leasing 2021 LLC and U.S.
−Removed: Bank National Association (incorporated by reference to Exhibit 10.1 to our Form 8-K filed June 4, 2024).
+Added: Amended and Restated Bylaws
+Added: On September 4, 2024, the Company amended its Bylaws (as amended, the “Amended Bylaws”).
+Added: The Amended Bylaws include multiple changes to the procedure for stockholders to make a nomination for election (a “Stockholder Nomination”) to the Board, including (i) the period in which such Stockholder Nomination must be submitted to the Board, (ii) submission of additional information to the Board for any person named in a Stockholder Nomination (a “Stockholder Nominee”), (iii) additional disclosures by the stockholder making a Stockholder Nomination (the “Nominating Stockholder”), and (iv) certain provisions to clarify compliance with the universal proxy rules adopted by the SEC, including:
+Added: Changing the advance notice requirement for such nominations to not less than 90 nor more than 120 days’ notice prior to the anniversary of the immediately preceding annual meeting of stockholders.
+Added: As a result of the amendments, for consideration at the 2025 annual meeting of the stockholders, Stockholder Nominations must be received by the secretary of the Company no earlier than January 20, 2025, and no later than February 19, 2025.
+Added: Requiring additional information for Stockholder Nominees, including the following:
+Added: completing the Company’s standard director questionnaire, acknowledging their consent to being named a nominee, and indicating whether such nominee will comply with all policies and guidelines applicable to directors.
+Added: Requiring additional disclosures from a Nominating Stockholder regarding arrangements or understandings entered into by such Nominating Stockholder, the effect or intent of which is to mitigate loss, manage risk, or derive benefit regarding changes in share price of the Company’s common stock, or increase or decrease the voting power of the Nominating Stockholder with respect to shares of the Company’s common stock.
+Added: Updating certain provisions with respect to the universal proxy rules adopted by the SEC, including requiring confirmation from Nominating Stockholders of compliance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and updates of information provided to the Company in connection with such actions.
+Added: The foregoing description of the Amended Bylaws is qualified in its entirety by reference to the full text of the Amended Bylaws, which is filed as Exhibit 3.1 to this Quarterly Report on Form 10-Q and incorporated by reference herein.
+Added: Stock Trading Plan
+Added: Mitchell , Executive Vice President, Leasing and Services , entered into a stock trading plan on August 15, 2024 .
+Added: Mitchell’s plan provides for the sale of up to 29,796 shares of common stock between November 15, 2024 and May 6, 2025.
+Added: Mitchell’s trading plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and the Company’s policies regarding insider transactions.
+Added: Except as described above, during the three months ended September 30, 2024, none of our directors or executive officers informed the Company of the adoption or termination of a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement", as those terms are defined in Item 408 of SEC Regulation S-K.
+Added: 3.1 Amended and Restated Bylaws of Trinity Industries.
+Added: Inc., effective September 4, 2024 (incorporated by reference to Exhibit 3.1 to our Form 8-K filed September 9, 2024).
31.1 Rule 13a-15(e) and 15d-15(e) Certification of the Chief Executive Officer (filed herewith).
15 unchanged sentences
Executive Vice President and Chief Financial Officer
−Removed: August 1, 2024
+Added: October 31, 2024
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.