trn-20260408

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)


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☐			Soliciting Material Pursuant to §240.14a-12

Trinity Industries, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)


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			14221 N. Dallas Parkway, Suite 1100 Dallas, Texas 75254 www.trin.net

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

DATE & TIME

PLACE

RECORD DATE

Thursday, May 21, 2026,

at 8:30 a.m., Central Daylight Time

Will be held at

14221 N. Dallas Parkway Dallas, Texas 75254

All stockholders of record at the close of business on March 23, 2026, are entitled to vote

Items of Business


At the meeting, the stockholders will act on the following matters:
01			Election of the eight nominees named in the attached proxy statement as directors;
02			Advisory vote on named executive officer compensation;
03			Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026; and
04			Any other matters that may properly come before the meeting.

All stockholders of record at the close of business on March 23, 2026, are entitled to vote at the meeting or any postponement or adjournment of the meeting. A list of the stockholders is available at the Company’s offices in Dallas, Texas.

Your vote is important! Please vote as promptly as possible by using the internet, by telephone or, if you have requested a printed version of these materials, by signing, dating, and returning the printed proxy card to the address listed on the card.

By Order of the Board of Directors,

Jared S. Richardson
Vice President and Secretary
April 9, 2026




			Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 21, 2026: This Proxy Statement and the Annual Report to Stockholders for the fiscal year ended December 31, 2025, are available for viewing, printing, and downloading at www.proxyvote.com. "Delivering Goods for the Good of All"

TABLE OF CONTENTS


						Page

Proxy Statement Summary						1
Proxy Statement						4
Communications with Directors						6
Corporate Governance						7
Independence of Directors						7
Board Leadership Structure						8
Board Committees						8
Board’s Role in Risk Oversight						14
Risk Assessment of Compensation Policies and Practices						15
Compensation Committee Interlocks and Insider Participation						15
Co rporate Responsibility						15
Proposal 1 - Election of Directors						17
Nominees						18
Proposal 2 - Advisory Vote to Approve Named Executive Officer Compensation						25
Proposal 3 - Ratification of the Appointment of Ernst & Young LLP						26
Fees of Independent Registered Public Accounting Firm for Fiscal Years 2025 and 2024						26
Report of the Audit Committee						27
Executive Compensation						29
Compensation Discussion and Analysis						29
Human Resources Committee Report						49
Compensation of Executives						50
Summary Compensation Table						50
Grants of Plan-Based Awards						52
Discussion Regarding Summary Compensation Table and Grants of Plan-Based Awards Table						54
Outstanding Equity Awards at Year-End						56
Option Exercises and Stock Vested in 2025						58


						Page
Nonqualified Deferred Compensation						58
Deferred Compensation Discussion						59
Potential Payments Upon Termination or Change in Control						60
Director Compensation						63
Director Compensation Discussion						64
CEO Pay Ratio						65
Pay vs. Performance						66
Transactions with Related Persons						70
Security Ownership						71
Security Ownership of Certain Beneficial Owners and Management						71
Additional Information						73
Stockholder Proposals for the 2027 Proxy Statement						73
Director Nominations or Other Business for Presentation at the 2027 Annual Meeting						73
Report on Form 10-K						73
Other Business						74

Appendix - Reconciliations of Non-GAAP Measures						A-1

PROXY STATEMENT SUMMARY

This summary highlights information contained in this Proxy Statement. It does not contain all information you should consider, and you should read the entire Proxy Statement carefully before voting.

Meeting Details and Ways to Vote

DATE & TIME

May 21, 2026

8:30 a.m.

Central Daylight Time

PLACE

14221 N. Dallas Parkway Dallas, Texas 75254

RECORD DATE

March 23, 2026

ONLINE

BY MAIL

You can vote online at www.proxyvote.com.

Mark, sign and date your proxy card and return to 51 Mercedes Way, Edgewood, NY 11717

BY PHONE

IN PERSON

Stockholders as of

the record date are

entitled to vote

You can vote by phone at 1-800-690-6903.

You can vote in person at 14221 N. Dallas Parkway Dallas, Texas 75254

Agenda and Voting Recommendations



Item	Description	Board Recommendation	Page

01	Election of Directors	FOR each nominee	17
02	Advisory vote to approve named executive officer compensation	FOR	25
03	Ratification of Ernst & Young LLP as independent auditors for 2026	FOR	26


Trinity Industries, Inc.			1			2026 Proxy Statement


Proxy Statement Summary			TABLE OF CONTENTS

2025 Business Highlights

$3.14

$170M

$2.2B

Reported earnings per share

Returned to stockholders through dividends paid and share repurchases

Full year total company revenues

$1.7B

$367M

24.4%

New railcar backlog as of December 31, 2025

2025 cash flow from operations

2025 Adjusted Return on Equity(1)

(1)See the Appendix for reconciliation of non-GAAP measures.

Director Nominees

The following table provides summary information about each nominee for director. Each director is elected annually by a majority of votes cast.

Nominee

Age

Director Since

Principal Occupation

Committees

E. Jean Savage

2018

Chief Executive Officer and President,
Trinity Industries, Inc.

None

William P. Ainsworth

2021

Retired Group President of Energy and Transportation, Caterpillar, Inc.

Finance, Governance and HR

Robert C. Biesterfeld Jr.

2022

Former Chief Executive Officer and President,
C. H. Robinson Worldwide, Inc.

Finance and HR

John J. Diez

2018

Chief Executive Officer,
Ryder System, Inc.

Audit, Governance, and HR

Leldon E. Echols

2007

Non-Executive Chairman, Trinity Industries, Inc.

Audit, Finance, Governance, and HR

Veena M. Lakkundi

2022

President, Performance Services,
Apogee Enterprises, Inc.

Audit and Governance

S. Todd Maclin

2020

Retired Chairman, Chase Commercial and Consumer Banking, JPMorgan Chase & Co.

Finance and HR

Dunia A. Shive

2014

Former Chief Executive Officer and President, Belo Corp.

Audit, Governance, and Finance


Trinity Industries, Inc.			2			2026 Proxy Statement


Proxy Statement Summary			TABLE OF CONTENTS

Diversity of Director Nominees

The following graphics and table provide information regarding the diversity of the members of the Board standing for election at the Annual Meeting.

Ethnicity/Race

Gender

Director

Caucasian/White

Hispanic/Latino

Other

Female

Male

William P. Ainsworth

Robert C. Biesterfeld Jr.

John J. Diez

Leldon E. Echols

Veena M. Lakkundi

S. Todd Maclin

E. Jean Savage

Dunia A. Shive


Trinity Industries, Inc.			3			2026 Proxy Statement


			14221 N. Dallas Parkway, Suite 1100 Dallas, Texas 75254 www.trin.net

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 21, 2026

This Proxy Statement is being provided to the stockholders of Trinity Industries, Inc. (the “Company”) in connection with the solicitation of proxies by the Company's Board of Directors to be voted at the Annual Meeting of Stockholders to be held at 14221 N. Dallas Parkway, Dallas, Texas, on Thursday, May 21, 2026, at 8:30 a.m., Central Daylight Time (the “Annual Meeting”), or at any postponement or adjournment thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. The Company’s mailing address is 14221 N. Dallas Parkway, Suite 1100, Dallas, Texas 75254.

To both save money and protect the environment, the Company has elected to provide access to its proxy materials and Annual Report to Stockholders for the fiscal year ended December 31, 2025 (“2025 Annual Report”) on the internet, instead of mailing the full set of printed proxy materials, in accordance with the rules of the Securities and Exchange Commission (“SEC”) for the electronic distribution of proxy materials. Proxy materials or a Notice of Internet Availability of Proxy Materials (the “Notice”) are being first released or mailed to stockholders on or about April 9, 2026. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you request it. Instead, the Notice instructs you how to obtain and review the important information contained in the Proxy Statement and 2025 Annual Report. The Notice also instructs you how to submit your proxy over the internet. If you received a Notice by mail and would like to receive a printed copy of the proxy materials, you should follow the instructions for requesting such materials included in the Notice.

All stockholders of record can vote by telephone using the toll-free telephone number on the Notice or proxy card, or via the internet at www.proxyvote.com, and using the procedures and instructions described on the Notice or proxy card. You will need the 16-digit control number provided in your proxy materials. If you are a stockholder of record and receive a Notice card, you may request a written proxy card by following the instructions included in the Notice. To vote your proxy by mail using a written proxy card, mark your vote on the proxy card, then follow the instructions on the card. You may vote in person by attending the meeting.

The named proxies will vote your shares according to your directions. If you sign and return your proxy but do not make any of the selections, the named proxies will vote your shares: (i) FOR election of the eight nominees for directors as set forth in this Proxy Statement, (ii) FOR approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in these materials, and (iii) FOR ratification of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026. The proxy may be revoked at any time before it is exercised by filing with the Company a written revocation addressed to the Corporate Secretary, by executing a proxy bearing a later date, or by attending the Annual Meeting and voting in person.


Trinity Industries, Inc.			4			2026 Proxy Statement


Proxy Statement for Annual Meeting of Stockholders			TABLE OF CONTENTS

The cost of soliciting proxies will be borne by the Company. In addition to the use of postal services or the internet, proxies may be solicited by directors, officers, and regular employees of the Company (none of whom will receive any additional compensation for any assistance they may provide in the solicitation of proxies) in person or by telephone. The Company has hired Georgeson, Inc. to assist in the solicitation of proxies at an estimated cost of $15,000 plus expenses.

The outstanding voting securities of the Company consist of shares of common stock, $0.01 par value per share (“Common Stock”). The record date for the determination of the stockholders entitled to notice of and to vote at the Annual Meeting, or any postponement or adjournment thereof, has been established by the Board of Directors as the close of business on March 23, 2026. At that date, there were outstanding and entitled to vote 79,652,515 shares of Common Stock.

The presence, in person or by proxy, of the holders of record of a majority of the outstanding shares entitled to vote is necessary to constitute a quorum for the transaction of business at the Annual Meeting, but if a quorum should not be present, the meeting may be adjourned from time to time until a quorum is obtained. A holder of Common Stock will be entitled to one vote per share on each matter properly brought before the meeting. Cumulative voting is not permitted in the election of directors.



Item	Description	Votes Required for Approval	Effect of Abstention

01
	Election of Directors	Affirmative vote of a majority of the votes cast for the election of directors at the Annual Meeting	An incumbent director nominee who receives a greater number of votes “against” than “for” is required to tender his or her resignation, which will be accepted or rejected by the Board as more fully described in “Election of Directors.” An abstention will not count as a vote cast and therefore will not affect the outcome of the vote.

02
	Advisory vote to approve named executive officer compensation	Affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on the subject matter	An abstention will effectively count as a vote cast against this proposal.

03
	Ratification of Ernst & Young LLP as independent auditors for 2026	Affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on the subject matter	An abstention will effectively count as a vote cast against this proposal.

Votes may be cast individually for or against any of the director nominees. Shares of a stockholder who abstains from voting on any or all proposals will be included for the purpose of determining the presence of a quorum. Broker non-votes on any matter, as to which the broker has indicated on the proxy that it does not have discretionary authority to vote, will be treated as votes not cast or as shares not entitled to vote with respect to that matter and will not affect the outcome of the vote. However, such shares will be considered present and entitled to vote for quorum purposes so long as they are entitled to vote on at least one matter.


Trinity Industries, Inc.			5			2026 Proxy Statement


Proxy Statement for Annual Meeting of Stockholders			TABLE OF CONTENTS

Communications with Directors

The Board has established a process to receive communications by mail from stockholders and other interested parties. Stockholders and other interested parties may contact any member of the Board, including the Chairman, Mr. Echols, or the non-management directors as a group, any Board committee or any chair of any such committee. To communicate with the Board of Directors, any individual director, or any group or committee of directors, correspondence should be addressed to the Board of Directors or any such individual director or group or committee of directors by either name or title. All such correspondence should be sent “c/o Corporate Secretary” at 14221 N. Dallas Parkway, Suite 1100, Dallas, Texas 75254.

All communications received as set forth in the preceding paragraph will be opened by the office of the Corporate Secretary for the sole purpose of determining whether the contents represent a message to directors. Any contents that are not in the nature of advertising, promotions of a product or service, or offensive material will be forwarded promptly to the addressee. In the case of communications to the Board or any group or committee of directors, the Corporate Secretary will make sufficient copies of the contents to send to each director who is a member of the group or committee to which the envelope is addressed.


Trinity Industries, Inc.			6			2026 Proxy Statement

CORPORATE GOVERNANCE

The business affairs of the Company are managed under the direction of the Board of Directors (also referred to in this proxy statement as the “Board”) in accordance with the General Corporation Law of the State of Delaware and the Company’s Certificate of Incorporation and Bylaws. The role of the Board of Directors is to oversee the management of the Company for the benefit of the stockholders. This responsibility includes monitoring senior management’s conduct of the Company’s business operations and affairs; reviewing and approving the Company’s financial objectives, strategies, and plans; risk management oversight; evaluating the performance of the Chief Executive Officer and other executive officers; and overseeing the Company’s policies and procedures regarding corporate governance, legal compliance, ethical conduct, and maintenance of financial and accounting controls. The Board of Directors includes an independent Chairman and diverse and independent Board members who help ensure the Company's business strategies and programs are aligned with stakeholder interests.

The Board first adopted Corporate Governance Principles in 1998, which are reviewed annually by the Corporate Governance and Directors Nominating Committee and were last amended in March 2025. The Company has a long-standing Code of Business Conduct and Ethics, which is applicable to all employees of the Company, including the Chief Executive Officer, Chief Financial Officer, principal accounting officer, and controller, as well as the Board. The Company intends to post any amendments or waivers for its Code of Business Conduct and Ethics to the Company's website at www.trin.net to the extent applicable to an executive officer, principal accounting officer or controller of the Company. The Corporate Governance Principles and the Code of Business Conduct and Ethics are available on the Company’s web site at www.trin.net under the heading “Investor Relations — Governance — Governance Documents.”

The directors hold regular and special meetings and spend such time on the affairs of the Company as their duties require. During 2025, the Board of Directors held five meetings. The Board meets regularly in non-management executive sessions. The Board has elected Leldon E. Echols as non-executive Chairman of the Board. In this role, Mr. Echols chairs the non-management executive sessions. In 2025, all directors of the Company attended at least 75% of the meetings of the Board of Directors and the committees on which they served. It is Company policy that each director is expected to attend the Annual Meeting. All of the directors were in attendance at the 2025 Annual Meeting.

Independence of Directors

The Board of Directors makes all determinations with respect to director independence in accordance with the New York Stock Exchange (“NYSE”) listing standards and the rules and regulations promulgated by the SEC. In addition, the Board of Directors established certain guidelines to assist it in making any such determinations regarding director independence (the “Independence Guidelines”), which are available on the Company’s website at www.trin.net under the heading “Investor Relations — Governance — Governance Documents — Categorical Standards of Director Independence.” The Independence Guidelines set forth commercial and charitable relationships that may not rise to the level of material relationships that would impair a director’s independence as set forth in the NYSE listing standards and SEC rules and regulations. The determination of whether such relationships as described in the Independence Guidelines actually impair a director’s independence is made by the Board on a case-by-case basis.


Trinity Industries, Inc.			7			2026 Proxy Statement


Corporate Governance			TABLE OF CONTENTS

The Board undertook its annual review of director independence and considered transactions and relationships between each director, or any member of his or her immediate family, and the Company and its subsidiaries and affiliates. In making its determination, the Board applied the NYSE listing standards and SEC rules and regulations together with the Independence Guidelines.

As a result of its review, the Board affirmatively determined that the following directors are independent of the Company and its management under the standards set forth in the listing standards of the NYSE and the SEC rules and regulations: William P. Ainsworth, Robert C. Biesterfeld Jr., John J. Diez, Leldon E. Echols, Veena M. Lakkundi, S. Todd Maclin, and Dunia A. Shive. The Board determined that E. Jean Savage is not independent because of her employment by the Company.

Board Leadership Structure

Mr. Echols serves as the independent, non-executive Chairman of the Board. As stated in the Corporate Governance Principles, the Board believes the decision as to whether the offices of Chairman and Chief Executive Officer should be combined or separated is the responsibility of the Board. The members of the Board possess experience and unique knowledge of the challenges and opportunities the Company faces. They are, therefore, in the best position to evaluate the current and future needs of the Company and to judge how the capabilities of the directors and senior managers can be most effectively organized to meet those needs. The separation of the roles of Chairman and Chief Executive Officer allows Ms. Savage to focus on leading the Company’s business strategies, operations, and other corporate activities, while Mr. Echols provides independent oversight and direction and presides at meetings of the Board of Directors. For these reasons, the Board believes this leadership structure is effective for the Company.

Board Committees

The standing committees of the Board of Directors are the Audit Committee, Corporate Governance and Directors Nominating Committee, Finance and Risk Committee, and Human Resources Committee. Each of the committees is governed by a charter, current copies of which are available on the Company’s website at www.trin.net under the heading “Investor Relations — Governance — Governance Documents.” Ms. Savage, Chief Executive Officer and President (collectively referred to as the “CEO”) of the Company, does not serve on any Board committee. Director membership of the committees is identified below.

Director

Audit
Committee

Corporate Governance and Directors Nominating Committee

Finance and Risk Committee

Human Resources Committee

William P. Ainsworth

Robert C. Biesterfeld Jr.

John J. Diez

Leldon E. Echols

Veena M. Lakkundi

S. Todd Maclin

Dunia A. Shive

* - Member C - Chair


Trinity Industries, Inc.			8			2026 Proxy Statement


Corporate Governance			TABLE OF CONTENTS

The Audit Committee’s function is to oversee, on behalf of the Board:

•the integrity of the Company’s financial statements and related disclosures;

•the Company’s compliance with legal and regulatory requirements;

•the qualifications, independence, and performance of the Company’s independent auditing firm;

•the performance of the Company’s internal audit function;

•the Company’s internal accounting and disclosure control systems and practices;

•the Company’s procedures for monitoring compliance with its Code of Business Conduct and Ethics; and

•the Company’s policies and procedures with respect to risk assessment, management, and mitigation.

In carrying out its function, the Audit Committee:

•reviews with management, the chief audit executive, and the independent auditors, the Company’s financial statements, the accounting principles applied in their preparation, the scope of the independent audit, any comments made by the independent auditors on the financial condition of the Company and its accounting controls and procedures;

•reviews with management its processes and policies related to risk assessment, management, and mitigation, compliance with corporate policies, compliance programs, and internal controls; and

•performs such other duties as the Audit Committee deems appropriate.

The Audit Committee also has oversight of information technology and cybersecurity, and received reports from senior management on these topics twice in 2025. In addition, the Board received one report on these topics from senior management during 2025.

The Audit Committee pre-approves all auditing and all allowable non-audit services provided to the Company by the independent auditors. The Audit Committee selects and retains the independent auditors for the Company and approves audit fees. The Board of Directors has determined that all members of the Audit Committee are “independent” as defined by the rules of the SEC and the listing standards of the NYSE. The Board has determined that Mr. Diez, Mr. Echols, and Ms. Shive each qualify as an audit committee financial expert within the meaning of SEC regulations.

Audit Committee

Chair: Dunia A. Shive

Members: John J. Diez, Leldon E. Echols, Veena M. Lakkundi

Number of Meetings in 2025: 7


Trinity Industries, Inc.			9			2026 Proxy Statement


Corporate Governance			TABLE OF CONTENTS

The functions of the Corporate Governance and Directors Nominating Committee (the “Governance Committee”) are to:

•identify and recommend to the Board individuals qualified to be nominated for election to the Board;

•review the qualifications of the members of each committee (including the independence of directors) to ensure that each committee’s membership meets applicable criteria established by the SEC and NYSE;

•recommend to the Board the members and Chairperson for each Board committee;

•periodically review and assess the Company’s Corporate Governance Principles and the Company’s Code of Business Conduct and Ethics and make recommendations for changes to the Board;

•periodically review the Company’s orientation program for new directors and the Company’s practices for continuing education of existing directors;

•annually review director compensation and benefits and make recommendations to the Board regarding director compensation and benefits;

•review, approve, and ratify all transactions with related persons that are required to be disclosed under the rules of the SEC;

•annually consider the performance of each incumbent director; and

•oversee the annual self-evaluation of the performance of the Board.

The Governance Committee reviews and oversees (i) the process and preparation of the Company's Corporate Social Responsibility Report and (ii) the actions and steps taken towards the Company's environmental, social, and governance goals. Each member of the Governance Committee is an independent director under the NYSE listing standards.

The Governance Committee annually makes recommendations to the Board regarding director compensation and benefits. In fulfilling this responsibility, the Governance Committee utilizes an independent compensation consultant. The Governance Committee reviewed the director compensation for 2025, considered benchmarking information provided by Meridian Compensation Partners, LLC (the “Compensation Consultant”), and the Board established director compensation as discussed in “Director Compensation.”

The Governance Committee will consider director candidates recommended to it by stockholders. In considering candidates submitted by stockholders, the Governance Committee will consider the needs of the Board and the qualifications of the candidate.

To have a candidate considered by the Governance Committee, a stockholder must submit the recommendation in writing and must include the following information:

•the name of the stockholder, evidence of the person’s ownership of Company stock, including the number of shares owned and the length of time of ownership, and a description of all arrangements or understandings, direct and indirect, between the stockholder and the recommended candidate; and

Corporate Governance
and Directors Nominating Committee

Chair: John J. Diez

Members: William P. Ainsworth, Leldon E. Echols, Veena M. Lakkundi, Dunia A. Shive

Number of Meetings in 2025: 3


Trinity Industries, Inc.			10			2026 Proxy Statement


Corporate Governance			TABLE OF CONTENTS

•the name, age, business and residence addresses of the candidate, the candidate’s résumé or a listing of his or her qualifications to be a director of the Company, and the person’s consent to be a director if selected by the Governance Committee, nominated by the Board, and elected by the stockholders.

The stockholder recommendation and information described above must be sent to the Corporate Secretary at 14221 N. Dallas Parkway, Suite 1100, Dallas, Texas 75254 and must be received by the Corporate Secretary not less than 120 days prior to the anniversary date of the date the Company’s proxy statement was released in connection with the previous year’s Annual Meeting of Stockholders.

The Governance Committee believes the qualifications for serving as a director of the Company are that a nominee demonstrate depth of experience at the policy-making level in business, government, or education; possess the ability to make a meaningful contribution to the Board’s oversight of the business and affairs of the Company and a willingness to exercise independent judgment; and have an impeccable reputation for honest and ethical conduct in both professional and personal activities. In addition, the Governance Committee examines a candidate’s time availability, the candidate’s ability to make analytical and probing inquiries, and financial independence to ensure he or she will not be financially dependent on director compensation.

The Governance Committee periodically identifies potential nominees by asking current directors and executive officers for their recommendations of persons meeting the criteria described above who might be available to serve on the Board. The Governance Committee may also engage firms that specialize in identifying director candidates. As described above, the Governance Committee will also consider candidates recommended by stockholders.

Once a person has been identified as a potential candidate, the Governance Committee makes an initial determination regarding the need for additional Board members to fill vacancies or expand the size of the Board. If the Governance Committee determines additional consideration is warranted, the Governance Committee will review such information and conduct interviews as it deems necessary to fully evaluate each director candidate. In addition to the qualifications of a candidate, the Governance Committee will consider such relevant factors as it deems appropriate, including the current composition of the Board, the evaluations of other prospective nominees, and the need for any required expertise on the Board or one of its committees. The Governance Committee considers potential candidates in light of the skills, experience, and attributes (i) possessed by current directors and (ii) that the Board has identified as important for new directors to possess. The Governance Committee also contemplates multiple dynamics that promote and advance diversity among its members. Although the Governance Committee does not have a formal diversity policy, the Governance Committee considers a number of factors regarding diversity of personal and professional backgrounds (both domestic and international), gender, national origins, specialized skills and acumen, and breadth of experience in industry, manufacturing, financing transactions, and business combinations. The Governance Committee’s evaluation process will not vary based on whether or not a candidate is recommended by a stockholder.

SEC Form DEF 14A filed by Trinity Industries Inc.