TRINITY INDUSTRIES INC
For the period ended Apr 3, 2025. Filed Apr 3, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 3, 2025 · Filed Apr 3, 2025
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.)
| Filed by the Registrant ☑ | Filed by a party other than the Registrant |
|---|
| Check the appropriate box: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
Trinity Industries, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)
| Payment of Filing Fee (Check the appropriate box): | ||
|---|---|---|
| ☑ | No fee required. | |
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 | |
| (1) | Title of each class of securities to which transaction applies: | |
| (2) | Aggregate number of securities to which transaction applies: | |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
| (4) | Proposed maximum aggregate value of transaction: | |
| (5) | Total fee paid: | |
| ☐ | Fee paid previously with preliminary materials. | |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
| (1) | Amount Previously Paid: | |
| (2) | Form, Schedule or Registration Statement No.: | |
| (3) | Filing Party: | |
| (4) | Date Filed: | |
14221 N. Dallas Parkway, Suite 1100Dallas, Texas 75254www.trin.net
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| DATE & TIME | PLACE | RECORD DATE | ||
| Thursday, May 15, 2025,at 8:30 a.m., Central Daylight Time | Will be held at14221 N. Dallas Parkway Dallas, Texas 75254 | All stockholders of record at the close of business on March 17, 2025, are entitled to vote |
Items of Business
| At the meeting, the stockholders will act on the following matters: | |
|---|---|
| 01 | Election of the eight nominees named in the attached proxy statement as directors; |
| 02 | Advisory vote on named executive officer compensation; |
| 03 | Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025; and |
| 04 | Any other matters that may properly come before the meeting. |
All stockholders of record at the close of business on March 17, 2025, are entitled to vote at the meeting or any postponement or adjournment of the meeting. A list of the stockholders is available at the Company’s offices in Dallas, Texas.
Your vote is important! Please vote as promptly as possible by using the internet, by telephone or, if you have requested a printed version of these materials, by signing, dating, and returning the printed proxy card to the address listed on the card.
By Order of the Board of Directors,
Jared S. Richardson
Vice President and Secretary
April 3, 2025
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 15, 2025:This Proxy Statement and the Annual Report to Stockholders for the fiscal year ended December 31, 2024, are available for viewing, printing, and downloading at www.proxyvote.com."Delivering Goods for the Good of All"
TABLE OF CONTENTS
| Page | |
|---|---|
| Proxy Statement Summary | 1 |
| Proxy Statement | 4 |
| Communications with Directors | 6 |
| Corporate Governance | 7 |
| Independence of Directors | 7 |
| Board Leadership Structure | 8 |
| Board Committees | 8 |
| Board’s Role in Risk Oversight | 14 |
| Risk Assessment of Compensation Policies and Practices | 15 |
| Compensation Committee Interlocks and Insider Participation | 15 |
| Commitment to Sustainability | 15 |
| Proposal 1 - Election of Directors | 17 |
| Nominees | 18 |
| Proposal 2 - Advisory Vote to Approve Named Executive Officer Compensation | 25 |
| Proposal 3 - Ratification of the Appointment of Ernst & Young LLP | 26 |
| Fees of Independent Registered Public Accounting Firm for Fiscal Years 2024 and 2023 | 26 |
| Report of the Audit Committee | 27 |
| Executive Compensation | 29 |
| Compensation Discussion and Analysis | 29 |
| Human Resources Committee Report | 48 |
| Compensation of Executives | 49 |
| Summary Compensation Table | 49 |
| Grants of Plan-Based Awards | 51 |
| Discussion Regarding Summary Compensation Table and Grants of Plan-Based Awards Table | 53 |
| Outstanding Equity Awards at Year-End | 55 |
| Option Exercises and Stock Vested in 2024 | 57 |
| Page | |
|---|---|
| Nonqualified Deferred Compensation | 57 |
| Deferred Compensation Discussion | 58 |
| Potential Payments Upon Termination or Change in Control | 59 |
| Director Compensation | 62 |
| Director Compensation Discussion | 63 |
| CEO Pay Ratio | 64 |
| Pay vs. Performance | 66 |
| Transactions with Related Persons | 72 |
| Security Ownership | 73 |
| Security Ownership of Certain Beneficial Owners and Management | 73 |
| Additional Information | 75 |
| Stockholder Proposals for the 2026 Proxy Statement | 75 |
| Director Nominations or Other Business for Presentation at the 2026 Annual Meeting | 75 |
| Other Business | 76 |
| Appendix - Reconciliations of Non-GAAP Measures | A-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.