Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
May 21, 2026
_______________________________________
(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, Texas75254-2957
(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
NYSE Texas
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 5.07 Submission of Matters to a Vote of Security Holders
On May 21, 2026, Trinity Industries, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders at which the Company’s stockholders voted on the following three proposals, and cast their votes as described below.
Proposal 1 – Election of Directors
The stockholders elected eight directors for a one-year term, as follows:
Nominee
For
Against
Abstain
Broker Non-Votes
William P. Ainsworth
63,741,310
486,373
1,597,409
7,562,131
Robert C. Biesterfeld Jr.
63,960,722
267,636
1,596,734
7,562,131
John J. Diez
63,506,668
721,718
1,596,706
7,562,131
Leldon E. Echols
62,930,723
1,298,213
1,596,156
7,562,131
Veena M. Lakkundi
65,403,602
357,428
64,062
7,562,131
S. Todd Maclin
64,054,109
173,459
1,597,524
7,562,131
E. Jean Savage
65,303,403
423,942
97,747
7,562,131
Dunia A. Shive
64,389,016
1,362,863
73,213
7,562,131
Proposal 2 – Advisory Vote to Approve Named Executive Officer 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 9, 2026, including the Compensation Discussion and Analysis, the compensation tables, and the narrative discussion related thereto, by the following vote:
For
Against
Abstain
Broker Non-Votes
63,091,993
1,030,171
1,702,928
7,562,131
Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026, by the following vote:
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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
