Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously announced, Trinity Industries, Inc. (“Trinity” or the “Company”) plans to separate the Company into two standalone, publicly traded companies through the spin-off of its infrastructure-related businesses to Trinity stockholders. Upon completion of the spin-off, Trinity will continue to operate its integrated rail manufacturing, leasing, and services businesses, together with certain other businesses. The new company distributed to Trinity stockholders in the spin-off, Arcosa, Inc. (“Arcosa”), will be a growth-oriented company focused on infrastructure-related products and services with leading positions in construction, energy, and transportation markets.
On September 14, 2018, Trinity announced the expected composition of the board of directors for both Trinity and Arcosa. Following the completion of the spin-off, (i) Trinity’s board of directors is expected to consist of Timothy R. Wallace, John L. Adams, Brandon B. Boze, John J. Diez, Leldon E. Echols, Charles W. Matthews, E. Jean Savage, and Dunia A. Shive, and (ii) Arcosa’s board of directors is expected to consist of Joseph Alvarado, Rhys J. Best, David W. Biegler, Antonio Carrillo, Jeffrey A. Craig, Ronald J. Gafford, John W. Lindsay, Douglas L. Rock, and Melanie M. Trent.
Each of Mr. Best, Mr. Biegler, Mr. Carrillo, Mr. Gafford, and Mr. Rock are currently members of Trinity’s board of directors (the “Board”) and are expected to resign as such in connection with, and subject to, the completion of the spin-off.
On September 13, 2018, to fill expected vacancies, the Board elected Mr. Boze, Mr. Diez, and Ms. Savage (the “New Trinity Directors”) as independent members of the Board, effective immediately as of, and contingent upon, the completion of the spin-off. Committee assignments for the New Trinity Directors have not been made at this time. Each of the New Trinity Directors will receive the Company’s standard non-employee director compensation. The New Trinity Directors have no arrangements or understandings with any person regarding their selection as directors of the Company. None of the New Trinity Directors have any related person transactions with the Company reportable under Item 404(a) of Regulation S-K.
Members of the Arcosa board of directors who are not currently members of Trinity’s board of directors are expected to be Mr. Alvarado, Mr. Craig, Mr. Lindsay, and Ms. Trent (the “New Arcosa Directors”).
Item 7.01 Regulation FD Disclosure.
On September 14, 2018, the Company issued press releases that included biographical information for each of the New Trinity Directors and the New Arcosa Directors. Copies of the press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2 and are incorporated by reference herein.
This information is not “filed” pursuant to the Securities Exchange Act of 1934 and is not incorporated by reference into any Securities Act of 1933 registration statements. Additionally, the submission of the report on Form 8-K is not an admission of the materiality of any information in this report that is required to be disclosed by Regulation FD.
Item 9.01 Financial Statements and Exhibits.
(a) - (c) Not applicable.
(d) Exhibits
Exhibit No./Description