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. |
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.
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.
|
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:
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
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Votes For
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Votes Withheld
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Broker Non-Votes
|
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Marvin Dennis
|
14,475,986
|
400,923
|
2,989,001
|
|
Victor M. Garcia
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14,615,581
|
261,328
|
2,989,001
|
|
Gary M. Sawka
|
14,053,572
|
823,337
|
2,989,001
|
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
|
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
|
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
|
Plan was approved by the following vote:
|
Votes For
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Votes Against
|
Abstain
|
Broker Non-Votes
|
|
14,391,740
|
446,317
|
38,852
|
2,989,001
|
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.
|
|
Exhibit No.
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Description
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|
|
10.1
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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.
