Item 5. Other Information
Item 5. Other Information
Amended and Restated Bylaws
On September 4, 2024, the Company amended its Bylaws (as amended, the “Amended Bylaws”). 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:
1. 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. 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.
2. Requiring additional information for Stockholder Nominees, including the following: 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.
3. 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.
4. 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.
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.
Stock Trading Plan
Gregory B. Mitchell , Executive Vice President, Leasing and Services , entered into a stock trading plan on August 15, 2024 . Mr. Mitchell’s plan provides for the sale of up to 29,796 shares of common stock between November 15, 2024 and May 6, 2025. Mr. 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.
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.
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Item 6. Exhibits
NO. DESCRIPTION
3.1 Amended and Restated Bylaws of Trinity Industries. 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).
31.2 Rule 13a-15(e) and 15d-15(e) Certification of the Chief Financial Officer (filed herewith).
32.1 Certification pursuant to 18U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.2 Certification pursuant to 18U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
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.CAL Inline XBRL Taxonomy Extension Calculation Linkbase 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).
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document (filed electronically herewith).
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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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, thereunto duly authorized.
TRINITY INDUSTRIES, INC. By: /s/ Eric R. Marchetto
Registrant
Eric R. Marchetto
Executive Vice President and Chief Financial Officer
October 31, 2024
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.