05.06.14 BOD Voting Results



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 5, 2014

Trinity Industries, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Delaware
 
1-6903
 
75-0225040
(State or other jurisdiction
of incorporation
 
(Commission File No.)
 
(I.R.S. Employer
Identification No.)
  
 
 
 
 
2525 N. 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))











Item 5.07 Submission of Matters to a Vote of Security Holders

At the Annual Meeting, the Company’s stockholders voted on the following three proposals, and cast their votes as described below.

Proposal 1 - Election of Directors

The stockholders elected ten (10) directors for a one year term, as follows:
Nominee
For
Withheld
Broker Non-Votes
John L. Adams
55,612,554
633,726

 
11,963,500
Rhys J. Best
55,569,787
676,493

 
11,963,500
David W. Biegler
54,437,229
1,809,051

 
11,963,500
Leldon E. Echols
55,066,676
1,179,604

 
11,963,500
Ronald J. Gafford
55,267,388
978,892

 
11,963,500
Adrian Lajous
55,983,543
262,737

 
11,963,500
Charles W. Matthews
55,204,929
1,041,351

 
11,963,500
Douglas L. Rock
55,773,776
472,504

 
11,963,500
Dunia A. Shive
56,048,043
198,237

 
11,963,500
Timothy R. Wallace
54,512,840
1,733,440

 
11,963,500

Proposal 2 - Advisory Vote to Approve Named Executive Officer Compensation

The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement dated April 1, 2014, including the Compensation Discussion and Analysis, the compensation tables, and the narrative discussion related thereto, by the following vote:
For
Against
Abstentions
Broker Non-Votes
53,266,735
2,357,671
621,874
11,963,500

Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm for the Year Ending December 31, 2014

The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014, by the following vote:
For
Against
Abstentions
66,834,496
1,172,630
202,654

Item 8.01 Other Events
The Company issued a press release on May 5, 2014, announcing a two for one stock split in the form of a stock dividend and a 33% increase in its quarterly dividend to ten (10) cents per share after the split.
Item 9.01 Financial Statements and Exhibits.     

(d) Exhibits

99.1 Press Release by Trinity Industries, Inc. dated May 5, 2014 announcing a two for one stock split in the form of a stock dividend and an increase in its quarterly dividend.







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 6, 2014
 
By:
/s/ S. Theis Rice
 
 
 
Name: S. Theis Rice
 
 
 
Title: Senior Vice President and Chief Legal Officer