Item 2.05. Costs Associated with Exit or Disposal Activities.
In connection with the announcement of the termination of its formal strategic
alternatives review process, the Board of Directors (the "Board") of CAI
International, Inc. (the "Company") determined and committed to a plan to fully
exit the Company's rail and logistics businesses by sale, transfer or shut-down,
and the Company will focus solely on the container leasing business. The
Company may incur sale, transfer, or shut-down charges related to the exit of
the rail and logistics businesses, including potential non-cash impairment
charges, employee-related costs, legal and deal structuring expenses, and other
cash and non-cash charges. Although the Company cannot provide a reasonable
estimate at this time of the amount of these charges or the required cash
expenditures, or the net proceeds from any sale, these non-cash charges, cash
expenditures, and net proceeds could be significant.
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On June 12, 2020, in connection with the announcement of the termination of its
formal strategic alternatives review process, the Board decided to terminate
Victor M. Garcia as President and Chief Executive Officer of the Company,
effective immediately. On June 14, 2020, Mr. Garcia resigned from the Board.
The Board has commenced an active search process for a permanent replacement for
its Chief Executive Officer.
On June 12, 2020, the Board promoted Timothy B. Page to Executive Vice
President, and Interim President and Chief Executive Officer of the Company, and
on June 14, 2020, following the resignation of Mr. Garcia from the Board, the
Board appointed Mr. Page to the Board as a Class I director, each effective
immediately. Mr. Page will continue to perform his duties as Chief Financial
Officer of the Company in connection with this new role. As an officer of the
Company and not an independent director under New York Stock Exchange listing
standards, Mr. Page will not initially serve on any committees of the Board.
In connection with his promotion, the Board increased Mr. Page's base salary to
$550,000 and awarded a $200,000 cash retention bonus, payable in two equal
installments in certain time periods following the hiring of a permanent Chief
Executive Officer. The Board also granted Mr. Page restricted stock units with
a value of $200,000 of common stock of the Company. The restricted stock units
will vest upon the earlier of (i) 12 months from the grant date, or (i) the
hiring of a permanent chief financial officer (only after the hiring of a
permanent chief executive officer). Mr. Page will continue to be eligible for a
target annual incentive bonus at 50% of base salary, and will generally continue
with the same other benefits applicable to executive officers of the Company.
Item 7.01. Regulation FD Disclosure.
On June 15, 2020, the Company issued a press release announcing the termination
of its formal strategic alternatives review process, management changes and its
intention to initiate a regular future cash dividend. A copy of the press
release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release issued by CAI International, Inc., dated June 15, 2020.
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CAI INTERNATIONAL, INC. 
