Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 9, 2020, the Board of Directors (the "Board") of Trinity Industries,
Inc. (the "Company") elected Tyrone M. Jordan as a member of the Board,
effective immediately. Mr. Jordan has been appointed to the Audit Committee and
the Human Resources Committee of the Board.
The Board has made an affirmative determination that Mr. Jordan qualifies as an
independent director under the New York Stock Exchange listing standards and the
Company's standards for director independence. The Board has also made the
affirmative determination that Mr. Jordan qualifies as an "audit committee
financial expert" as such term is defined under Item 407(d)(5) of Regulation S-K
under the Securities Exchange Act of 1934, as amended. The December 9, 2020,
press release regarding the election of Mr. Jordan is being filed with this
Current Report on Form 8-K as Exhibit 99.1.
Mr. Jordan will receive the Company's standard non-employee director
compensation. He was awarded 2,594 restricted stock units that vest at the
Company's next Annual Meeting of Stockholders. Mr. Jordan has no arrangement or
understanding with any person regarding his selection as a director of the
Company. Mr. Jordan has no related person transactions with the Company
reportable under Item 404(a) of Regulation S-K.
Item 5.03 Amendments of Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On December 9, 2020, the Board of Directors amended Section 1 of Article III of
the Company's Bylaws to increase the number of directors from eight (8) to nine
(9), effective immediately.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
    NO.                                            DESCRIPTION
     3.1            Amendment to the Company's Bylaws, increasing the number of directors from
                  eight (8) to nine (9), effective December 9, 2020.
       99.1         Press release by the Company dated December 10, 2020, announcing the
                  election of Tyrone M. Jordan as a director of the Company.

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