Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 9, 2020, the Board of Directors (the "Board") of Trinity
Industries, Inc. (the "Company") elected S. Todd Maclin as a member of the
Board, effective immediately. He has been appointed to the Audit Committee and
the Human Resources Committee of the Board. The Board has made an affirmative
determination that Mr. Maclin qualifies as an independent director under the New
York Stock Exchange listing standards and the Company's standards for director
independence. The Board has also made the affirmative determination that Mr.
Maclin qualifies as an "audit committee financial expert" as such term is
defined under Item 407(d)(5) of Regulation S-K under the Securities Exchange Act
of 1934, as amended. The September 14, 2020, press release regarding the
election of Mr. Maclin is being filed with this Current Report on Form 8-K as
Exhibit 99.1.
Mr. Maclin will receive the Company's standard non-employee director
compensation. He was awarded 3,199 shares of restricted stock that vest at the
Company's next Annual Meeting of Stockholders. Mr. Maclin has no arrangement or
understanding with any person regarding his selection as a director of the
Company. He does not have any related person transactions with the Company
reportable under Item 404(a) of Regulation S-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On September 9, 2020, the Board of Directors amended Section 1 of Article III of
the Company's Bylaws to increase the number of directors from seven (7) to eight
(8), effective immediately.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
    NO.                                              DESCRIPTION
      3.1            Amendment to the Company's Bylaws, increasing the     nu    mber of directors
                   from seven (7) to eight (8), effective Sept    ember 9,     2020.
        99.1         Press release by the Company dated September 14, 2020, announcing the
                   election     of     S. Todd Maclin as a director of the Company.
     101.INS       Inline XBRL Instance Document - the instance document does not appear in the
                   Interactive Data File because its XBRL tags are embedded within the Inline XBRL
                   document.
     101.SCH       Inline XBRL Taxonomy Extension Schema Document (filed electronically herewith).
     101.CAL       Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed
                   electronically herewith).
     101.LAB       Inline XBRL Taxonomy Extension Label Linkbase Document (filed electronically
                   herewith).
     101.PRE       Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed
                   electronically herewith).
     101.DEF       Inline XBRL Taxonomy Extension Definition Linkbase Document (filed
                   electronically herewith).
         104       Cover Page Interactive Data File (formatted as Inline XBRL and contained in
                   Exhibit 101).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses