Trinity Industries, Inc. (Form: 8-K)  

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   May 3, 2010

Trinity Industries, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 1-6903 75-0225040
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
2525 Stemmons Freeway, Dallas, Texas   75207-2401
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   214-631-4420

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(c) Election of James E. Perry

As a follow-up to disclosures made by Trinity Industries, Inc. (the “Company”) in the Form 8-K dated March 26, 2010, on May 3, 2010, the Board of Directors elected James E. Perry as its Vice President, Chief Financial Officer and Treasurer. Mr. Perry, age 39, joined the Company in 2004 and was appointed Treasurer in April 2005. He was named Vice President in 2006 and appointed Vice President, Finance in 2007. Mr. Perry has no arrangement or understanding with any person regarding his selection as an officer of the Company. Mr. Perry does not have any related person transactions with the Company reportable under Item 404(a) of Regulation S-K.

In his new position, Mr. Perry will be compensated as follows:

  •   His annual base salary has been increased to $325,000

  •   His 2010 long-term incentive compensation target has been increased to 110% of base salary

  •   His short-term incentive compensation target has been increased to 60% of base salary

  •   Participation in the Company’s executive perquisite allowance program equal to 7.5% of base salary for 2010

He will also enter into a Deferred Compensation Plan and Agreement with the Company, as described in the Company’s proxy statement filed April 1, 2010.

(e) Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan

On May 3, 2010, the Company held its 2010 Annual Meeting of Stockholders (the “Annual Meeting”), at which the Company’s stockholders approved the Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan (the “Amended 2004 Plan”). Upon recommendation of its Human Resources Committee, the Company’s Board of Directors previously approved the Amended 2004 Plan, subject to the approval of the Company’s stockholders. The Amended 2004 Plan, as approved, incorporates the following changes as compared to the existing Trinity Industries, Inc. 2004 Stock Option and Incentive Plan (the “2004 Plan”):

  •   First, the Amended 2004 Plan increases the number of shares of the Company’s common stock, par value $1.00 per share (“Common Stock”), authorized under the 2004 Plan by 2,250,000 shares of Common Stock for a total of 6,000,000 authorized shares.

  •   Second, the Amended 2004 Plan increases the number of shares of Common Stock authorized for issuance under the 2004 Plan by 2,250,000 shares of Common Stock for incentive stock options, non-qualified stock options and other awards for a total of 6,000,000 authorized shares.

  •   Third, the Amended 2004 Plan adjusts the number of shares of Common Stock authorized for issuance under the 2004 Plan for stock options, stock appreciation rights and performance-based awards to 300,000, decreasing the number of shares of Common Stock that may be granted as stock options and stock appreciation rights by 150,000 and increasing the number of shares of Common Stock that may be granted as performance-based awards by 150,000.

  •   Fourth, the Amended 2004 Plan increases the number of shares which may be granted to a non-employee director each year, by 5,000 shares of Common Stock to 20,000 shares of Common Stock.

  •   Fifth, the Amended 2004 Plan prohibits granting dividend equivalent rights as a component of stock options and stock appreciation rights.

  •   Sixth, the Amended 2004 Plan extends the expiration date of the 2004 Plan from May 10, 2014 to May 3, 2020.

  •   Seventh, the Amended 2004 Plan modifies the amendment provision based on current stock exchange and inter-dealer quotation system requirements.

The above description of the Amended 2004 Plan is qualified in its entirety by reference to the copy of the Amended 2004 Plan filed herewith as Exhibit 10.1.

Item 5.07 Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Stockholders held May 3, 2010, stockholders elected eleven (11) directors for a one-year term (Proposal 1), approved the Amended 2004 Plan (Proposal 2), and ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2010 (Proposal 3). The vote tabulation follows for each proposal:

Proposal 1 — Election of Directors

                         
Nominee   For   Withheld   Broker Non-Votes
John L. Adams
     56,722,094       1,433,618       12,589,904  
Rhys J. Best
     55,779,779       2,385,933       12,589,904  
David W. Biegler
     54,770,662       3,395,050       12,589,904  
Leldon E. Echols
     55,312,784       2,852,928       12,589,904  
Ronald J. Gafford
     55,213,608       2,952,104       12,589,904  
Ronald W. Haddock
     55,345,726       2,819,986       12,589,904  
Jess T. Hay
     28,650,083       29,515,629       12,589,904  
Adrian Lajous
     57,152,813       1,012,899       12,589,904  
Charles W. Matthews
     57,194,602       971,110       12,589,904  
Diana S. Natalicio
     56,212,233       1,953,479       12,589,904  
Timothy R. Wallace
     56,667,150       1,498,562       12,589,904  

Proposal 2 – Approval of the Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan

                             
       For   Against   Abstentions   Broker Non-Votes    
49,577,729
    6,806,096       1,781,887       12,589,904                                    

Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm for the year ending December 31, 2010

                 
        For   Against   Abstentions   Broker Non-Votes    
69,322,418
      780,228       652,970                n/a                                    

Item 9.01 Financial Statements and Exhibits.

(a) – (c) Not applicable

(d) Exhibits

      Exhibit 10.1 Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan (filed herewith)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    Trinity Industries, Inc.
          
May 4, 2010   By:   S. Theis Rice
       
        Name: S. Theis Rice
        Title: Vice President and Chief Legal Officer

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Exhibit Index


     
Exhibit No.   Description
 
10.1
  Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan