UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 1
Amendment No. 1
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 (State or other jurisdiction of incorporation) |
1-6903 (Commission File Number) |
75-0225040 (I.R.S. Employer Identification No.) |
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| 2525 Stemmons Freeway, Dallas, Texas (Address of principal executive offices) |
75207-2401 (Zip Code) |
| Registrant’s telephone number, including area code: | 214-631-4420 |
Not Applicable
Former name or former address, if changed since last report
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note
Trinity Industries, Inc. (the “Company”) is filing this Amendment No. 1 on Form 8-K/A to its
Current Report on Form 8-K filed May 3, 2011 solely for the purpose of disclosing under Item
5.07 of Form 8-K its decision, following its Annual Meeting of Stockholders, as to the
frequency with which it expects to hold an advisory stockholder vote on the compensation of
the Company’s named executive officers. This Amendment No. 1 does not otherwise revise the
May 3, 2011 Form 8-K in any way.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
At the Company’s Annual Meeting of Stockholders held May 2, 2011, consistent with the
recommendation of the Company’s Board of Directors, stockholders cast the highest numbers of
votes for an annual frequency for future advisory votes on executive compensation. In light
of this vote and consistent with the previous recommendation of the Company’s Board of
Directors, the Board determined at its September 8, 2011 meeting that, until the next vote on
the frequency of stockholder votes on executive compensation, the Company will hold future
advisory votes on executive compensation every year.
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. |
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| September 9, 2011 | By: | /s/ James E. Perry | ||
| Name: | James E. Perry | |||
| Title: | Senior Vice President and Chief Financial Officer | |||