CAI International, Inc. (NYSE:CAI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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CAI International, Inc. (NYSE:CAI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02.

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On June 2, 2017, CAI International, Inc. (the Company) held its
2017 Annual Meeting of Stockholders (the Annual Meeting), at
which the Companys stockholders approved the amended CAI
International, Inc. 2007 Equity Incentive Plan (the 2007 Plan).
The 2007 Plan was amended to increase the number of shares
authorized for issuance under the 2007 Plan by an additional
750,000 shares. The 2007 Plan became effective immediately upon
stockholder approval at the Annual Meeting.
A summary of the material terms of the 2007 Plan is set forth in
the Companys definitive proxy statement for the Annual Meeting
filed with the Securities and Exchange Commission on April 18,
2017 (the Proxy Statement). The forgoing summaries of the 2007
Plan set forth above and in the Proxy Statement are qualified in
their entirety by reference to the full text of the 2007 Plan, a
copy of which is filed as Exhibit 10.1 to this Current Report on
Form 8-K, and is incorporated herein by reference.
Item 5.07.
Submission of Matters to a Vote of Security Holders.
On June 2, 2017, the Company held the Annual Meeting in Palo
Alto, California. At the Annual Meeting, there were 17,865,910
shares represented to vote either in person or by proxy, or 93.1%
of the outstanding shares entitled to vote, which represented a
quorum. The final results of voting for each matter submitted to
a vote of the stockholders at the Annual Meeting are as follows:
1. Marvin Dennis, Victor M. Garcia and Gary M. Sawka were
elected as Class I directors of the Company, each to serve for
a term of three years or until his respective successor has
been duly elected and qualified. The voting for each director
was as follows:
Nominee
Votes For
Votes Withheld
Broker Non-Votes
Marvin Dennis
14,475,986
400,923
2,989,001
Victor M. Garcia
14,615,581
261,328
2,989,001
Gary M. Sawka
14,053,572
823,337
2,989,001
2. KPMG LLP was ratified as the Companys independent registered
public accounting firm for the fiscal year ending December 31,
2017 by the following vote:
Votes For
Votes Against
Abstain
Broker Non-Votes
17,621,761
208,612
35,537
3. The advisory vote to approve the compensation of the
Companys named executive officers was approved by the following
vote:
Votes For
Votes Against
Abstain
Broker Non-Votes
13,821,345
692,889
362,675
2,989,001
4. Stockholders approved a frequency of one year in the
advisory vote to approve the frequency of future advisory votes
on the compensation of the Companys named executive officers by
the following vote:
One Year
Two Years
Three Years
Abstain
Broker Non-Votes
12,671,430
4,340
1,846,206
354,933
2,989,001
5. The amended CAI International, Inc. 2007 Equity Incentive
Plan was approved by the following vote:
Votes For
Votes Against
Abstain
Broker Non-Votes
14,391,740
446,317
38,852
2,989,001
As indicated above, over 85% of the votes cast by stockholders
were voted, on an advisory basis, in favor of holding future
advisory votes on the compensation of the Companys named
executive officers every year. In light of these results, the
Board determined that the Company will hold an advisory vote to
approve the compensation of its named executive officers every
year until the next required vote on the frequency of advisory
votes on the compensation of the Companys named executive
officers, or until the Board otherwise determines that a
different frequency for such advisory votes is in the best
interests of the Company.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
10.1
CAI International, Inc. 2007 Equity Incentive Plan (as
amended effective June 2, 2017).


About CAI International, Inc. (NYSE:CAI)

CAI International, Inc. is a transportation finance and logistics company. The Company purchases equipment, which it leases primarily to container shipping lines, freight forwarders and other transportation companies. The Company operates through three segments: container leasing, rail leasing and logistics. It also manages equipment for third-party investors. In operating the Company’s fleet, it leases, re-leases and disposes equipment and contract for the repair, repositioning and storage of equipment. Its equipment fleet consists primarily of intermodal marine containers. The Company owns a fleet of railcars of various types, including 50 feet and 60 feet box cars for paper and forest products; covered hoppers for grain, cement, sand and plastic pellets; general purpose tank cars that are used to transport food-grade and other non-hazardous commodities; gondolas for coal, and general service flat cars. It also offers intermodal, truck brokerage and logistics services.