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): | May 2, 2011 |
Trinity Industries, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
| Delaware | 1-6903 | 75-0225040 |
|
_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 2525 Stemmons Freeway, Dallas, Texas | 75207-2401 | |
|
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
| Registrant’s telephone number, including area code: | 214-631-4420 |
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))
Item 5.07 Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders of Trinity Industries, Inc. (the “Company”) was held on May 2, 2011. At the meeting, the Company’s stockholders voted on the following four proposals, and cast their votes as described below.
Proposal 1 — Election of Directors
The stockholders elected eleven (11) directors for a one year term, as follows:
| Nominee | For | Withheld | Broker Non-Votes | |||||||||
John L. Adams |
65,382,411 | 263,689 | 8,872,856 | |||||||||
Rhys J. Best |
65,120,234 | 525,866 | 8,872,856 | |||||||||
David W. Biegler |
64,415,470 | 1,230,630 | 8,872,856 | |||||||||
Leldon E. Echols |
64,102,418 | 1,543,682 | 8,872,856 | |||||||||
Ronald J. Gafford |
62,517,144 | 3,128,956 | 8,872,856 | |||||||||
Ronald W. Haddock |
64,089,864 | 1,556,236 | 8,872,856 | |||||||||
Adrian Lajous |
65,384,163 | 261,937 | 8,872,856 | |||||||||
Charles W. Matthews |
65,348,844 | 297,256 | 8,872,856 | |||||||||
Diana S. Natalicio |
63,956,388 | 1,689,712 | 8,872,856 | |||||||||
Douglas L. Rock |
65,351,725 | 294,375 | 8,872,856 | |||||||||
Timothy R. Wallace |
64,696,550 | 949,550 | 8,872,856 | |||||||||
Proposal 2 – Advisory Vote on Executive Compensation
The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement dated April 1, 2011, including the Compensation Discussion and Analysis, the compensation tables, and the narrative discussion related thereto, by the following vote:
| For | Against | Abstentions | Broker Non-Votes | |||||||||
55,787,434
|
8,268,265 | 1,590,401 | 8,872,856 | |||||||||
Proposal 3 – Advisory Vote on the Frequency of Advisory Votes on Executive Compensation
The stockholders, on an advisory basis, voted that the Company should hold future stockholder votes on executive compensation annually. Vote totals on this proposal were as follows:
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | ||||||||||||
58,826,626
|
378,447 | 4,903,561 | 1,537,466 | 8,872,856 | ||||||||||||
Proposal 4 – Ratification of Appointment of Independent Registered Public Accounting Firm for the Year Ending December 31, 2011
The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2011, by the following vote:
| For | Against | Abstentions | Broker Non-Votes | |||||||
73,675,093
|
674,192 | 169,671 | n/a | |||||||
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.
| Trinity Industries, Inc. | ||||
| May 3, 2011 | By: |
James E. Perry
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| Name: James E. Perry | ||||
| Title: Senior Vice President and Chief Financial Officer | ||||