Trinity Industries 2026 shareholder voting results
Trinity Industries, Inc. reported the results of its 2026 Annual Meeting of Stockholders.
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.
Positive
- None.
Negative
- None.
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, or 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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): | ||||||||
_______________________________________
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) | ||||||||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| 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 | ||||||||