Trinity Industries (TRN) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 15, 2025, with voting on director elections, executive compensation, and auditor ratification.

• 2024 business highlights include $3.1B in revenue, $1.81 EPS, $588M cash flow from operations, and 44.5% total stockholder return over 2022-2024.

• Returned $114M to stockholders via dividends and share repurchases in 2024.

Voting matters and shareholder proposals

• Shareholders will vote on: election of eight directors, advisory say-on-pay for executive compensation, and ratification of Ernst & Young LLP as independent auditor for 2025.

• Board recommends voting FOR all proposals.

• Procedures for submitting shareholder proposals and director nominations for the 2026 meeting are detailed, with deadlines in December 2025 and February 2026.

Board of directors and corporate governance

• Board consists of eight members, seven of whom are independent; E. Jean Savage (CEO) is not independent.

• Board leadership is separated: Leldon E. Echols serves as independent, non-executive Chairman.

• Four standing committees: Audit, Governance, Finance and Risk, and Human Resources, all with independent chairs.

• Board and committees met regularly in 2024, with all directors attending at least 75% of meetings.

• Board diversity in tenure, age, gender, and ethnicity is highlighted.