Trinity Industries Inc.
09/09/2024 | Press release | Distributed by Public on 09/09/2024 14:30
Amendments to Bylaws Form 8 K
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 4, 2024, the Board of Directors (the "Board") of Trinity Industries, Inc. (the "Company") amended the Company's Bylaws (as amended, the "Amended Bylaws"). The Amended Bylaws include the revisions described below as well as certain other ministerial revisions.
The Board amended Article II of the Company's Bylaws to revise and establish additional procedural rules for stockholder nominations for election to the Board and for stockholders presenting business at annual stockholder meetings (each, a "Nominating Stockholder"). The Amended Bylaws change the advance notice requirement for such nominations and business to not less than 90 nor more than 120 days' notice prior to the anniversary of the immediately preceding annual meeting of stockholders. Previously, the notice periods were not less than 60 days nor more than 90 days. As a result of the amendments, for consideration at the 2025 annual meeting of stockholders, stockholder nominations and presentations of business must be received by the secretary of the Company no earlier than January 20, 2025 and no later than February 19, 2025.
The Board also amended Article II of the Company's Bylaws to require additional information in stockholder nominations for persons proposed to serve on the Board. The Amended Bylaws require such stockholder nominees to complete the Company's standard director questionnaire, to acknowledge in writing their consent to being named a nominee, and to acknowledge whether such nominee will comply with all policies and guidelines applicable to directors.
Article II of the Amended Bylaws now requires additional disclosures from a Nominating Stockholder regarding arrangements or understandings entered into by such Nominating Stockholder, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of the Nominating Stockholder with respect to shares of the Company's stock.
Article II of the Amended Bylaws updates certain provisions consistent with the universal proxy rules adopted by the U.S. Securities and Exchange Commission, including requiring confirmation from Nominating Stockholders of compliance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and requiring updates of information provided to the Company in connection with such actions.
Article VII of the Amended Bylaws removes various procedural and information requirements in connection with stockholder actions by written consent.
Article VIII of the Amended Bylaws expands provisions establishing the appropriate court(s) in the State of Delaware as the exclusive forum for certain types of claims and the federal district courts of the United States of America as the exclusive forum for claims arising under the Securities Act of 1933, as amended. Article VIII also makes clear that its provisions are enforceable by the Company, its officers and directors, certain underwriters, and certain other professional entities.
The foregoing description of the Amended Bylaws is not complete and is qualified in its entirety by the Amended Bylaws, which are filed as Exhibit 3.1 hereto and incorporated by reference herein.