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OFFON

CAI INTERNATIONAL, INC.

(CAI)
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CAI INTERNATIONAL, INC. : Costs Associated with Exit or Disposal Activities, Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

06/15/2020 | 08:37am EST

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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© Edgar Online, source Glimpses

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