Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) At a meeting of the Company's Board of Directors on December 13, 2019, Ms.
Lorie L. Tekorius was elected as a director effective immediately. The Board
determined that Ms. Tekorius is independent in accordance with the director
independence standards established under the Company's Corporate Governance
Guidelines. Ms. Tekorius will initially be a member of the Audit and
Nominating/Governance Committees of the Board.
Ms. Tekorius, 52, is President and Chief Operating Officer of the Greenbrier
Companies, Inc. ("Greenbrier"), a leading designer, manufacturer and marketer of
railroad freight car equipment. Ms. Tekorius has served as Greenbrier's Chief
Operating Officer since August 2018. She served as Greenbrier's CFO, Executive
Vice-President and Treasurer from April 2017 to August 2018 and as CFO, Senior
Vice-President and Treasurer from February 2016 to April 2017. From October 2012
to February 2016 she served as Senior Vice-President and Treasurer for
Greenbrier.
In connection with her election as a director, Ms. Tekorius will receive 360
shares of restricted stock awards pursuant to the Company's 2019 Equity
Incentive Plan. The restricted stock awards will vest ratably over the next four
years. In addition, Ms. Tekorius will be eligible to participate in the
Company's director compensation arrangements which are more fully described in
the Company's 2019 definitive proxy statement.
The Company is not aware of any related party transactions between Ms. Tekorius,
on the one hand, and the Company, on the other hand, subject to disclosure
pursuant to Item 404(a) of Regulation S-K.
A copy of the press release regarding the election of Ms. Tekorius to the Board
is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
by reference into this Item 5.02(d).
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
The following exhibits are being furnished with this Current Report on Form 8-K:
Exhibit No. Description
99.1 Press release dated December 13, 2019
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the inline XBRL document
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