Trinity Industries (TRN) 2026 meeting: directors elected, pay backed, EY ratified

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Trinity Industries, Inc. reported the results of its 2026 Annual Meeting of Stockholders. Stockholders elected eight directors to one-year terms, with support for each nominee generally exceeding 62.9 million votes and broker non-votes of 7,562,131 reported for each director proposal.

Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers, with 63,091,993 votes in favor, 1,030,171 against, and 1,702,928 abstentions, plus 7,562,131 broker non-votes. In addition, they ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, by a strong majority of 72,013,493 votes for, 1,280,041 against, and 93,689 abstentions.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Director votes – Veena M. Lakkundi: 65,403,602 for Executive compensation advisory vote: 63,091,993 for Executive compensation – against: 1,030,171 against +3 more

6 metrics

Director votes – Veena M. Lakkundi 65,403,602 for Election of directors proposal at 2026 Annual Meeting

Executive compensation advisory vote 63,091,993 for Say-on-pay proposal at 2026 Annual Meeting

Executive compensation – against 1,030,171 against Say-on-pay proposal at 2026 Annual Meeting

Auditor ratification – for 72,013,493 for Ratification of Ernst & Young LLP for year ending Dec. 31, 2026

Auditor ratification – against 1,280,041 against Ratification of Ernst & Young LLP for year ending Dec. 31, 2026

Broker non-votes on pay 7,562,131 shares Executive compensation advisory vote at 2026 Annual Meeting

Key Terms

broker non-votes, advisory vote, named executive officers, independent registered public accounting firm, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes William P. Ainsworth ... 7,562,131"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote financial

"Proposal 2 – Advisory Vote to Approve Named Executive Officer Compensation"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

named executive officers financial

"the compensation of the Company’s named executive officers as disclosed in the proxy statement"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

independent registered public accounting firm financial

"ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Inline XBRL technical

"Inline XBRL Taxonomy Extension Schema Document (filed electronically herewith)."

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Understanding 8-K Material Events →

05/21/2026 - 04:36 PM

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 21, 2026

_______________________________________

(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.)

14221 N. Dallas Parkway, Suite 1100,

Dallas, Texas 75254-2957

(Address of Principal Executive Offices, and Zip Code)

(214) 631-4420

Registrant's Telephone Number, Including Area Code

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	TRN	New York Stock Exchange
		NYSE Texas

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 21, 2026, Trinity Industries, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders at which 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 eight directors for a one-year term, as follows:


Nominee	For	Against	Abstain	Broker Non-Votes
William P. Ainsworth	63,741,310	486,373	1,597,409	7,562,131
Robert C. Biesterfeld Jr.	63,960,722	267,636	1,596,734	7,562,131
John J. Diez	63,506,668	721,718	1,596,706	7,562,131
Leldon E. Echols	62,930,723	1,298,213	1,596,156	7,562,131
Veena M. Lakkundi	65,403,602	357,428	64,062	7,562,131
S. Todd Maclin	64,054,109	173,459	1,597,524	7,562,131
E. Jean Savage	65,303,403	423,942	97,747	7,562,131
Dunia A. Shive	64,389,016	1,362,863	73,213	7,562,131

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 9, 2026, including the Compensation Discussion and Analysis, the compensation tables, and the narrative discussion related thereto, by the following vote:


For	Against	Abstain	Broker Non-Votes
63,091,993	1,030,171	1,702,928	7,562,131

Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026, by the following vote:


For	Against	Abstain
72,013,493	1,280,041	93,689

Item 9.01 Financial Statements and Exhibits.

(a) - (c) Not applicable.

(d) Exhibits:


NO.						DESCRIPTION

101.SCH						Inline XBRL Taxonomy Extension Schema 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).

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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 21, 2026	By:	/s/ Jared S. Richardson
		Name: Jared S. Richardson
		Title: Vice President and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Trinity Industries (TRN) stockholders decide at the 2026 Annual Meeting?

Stockholders elected eight directors to one-year terms, approved executive compensation on an advisory basis, and ratified Ernst & Young LLP as auditor for 2026. Voting results showed strong overall support across all three proposals, with large majorities in favor.

How did Trinity Industries (TRN) stockholders vote on director elections in 2026?

All eight director nominees were elected to one-year terms. For example, Veena M. Lakkundi received 65,403,602 votes for, 357,428 against, and 64,062 abstentions, with 7,562,131 broker non-votes recorded for the proposal overall.

Was Trinity Industries (TRN) executive compensation approved by stockholders in 2026?

Yes. The advisory vote on named executive officer compensation received 63,091,993 votes for, 1,030,171 against, and 1,702,928 abstentions, along with 7,562,131 broker non-votes. This reflects stockholder support for the compensation program disclosed in the April 9, 2026 proxy statement.

Which auditing firm did Trinity Industries (TRN) stockholders ratify for 2026?

Stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2026. The vote was 72,013,493 for, 1,280,041 against, and 93,689 abstentions, indicating a strong majority in favor of retaining the firm.

What are broker non-votes in the Trinity Industries (TRN) 2026 meeting results?

Broker non-votes occur when brokers hold shares but lack instructions from beneficial owners on certain proposals. For the director elections and executive compensation advisory vote, 7,562,131 broker non-votes were reported, meaning those shares were not counted as for or against those items.

Did any Trinity Industries (TRN) 2026 meeting proposal fail to pass?

No. All three proposals passed. Each director nominee was elected, the advisory vote on named executive officer compensation was approved, and Ernst & Young LLP’s appointment as auditor for 2026 was ratified by substantial majorities.

Filing Exhibits & Attachments

3 documents