UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): April 21, 2020 
 
TRITON INTERNATIONAL LIMITED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) 

					
Bermuda	 	001-37827	 	98-1276572	
(State or other jurisdiction of incorporation)	 	(Commission File Number)	 	(IRS Employer Identification No.)	
 
Victoria Place, 5th Floor, 31 Victoria Street Hamilton HM 10, Bermuda
(Address of Principal Executive Offices, including Zip Code)
 
Telephone: (441) 294-8033
(Registrant's Telephone Number, Including Area Code)

Not applicable
(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

			
Title of each class	Trading Symbol(s)	Name of each exchange on which registered	
   Common shares, $0.01 par value per share	TRTN	New York Stock Exchange	
8.50% Series A Cumulative Redeemable Perpetual Preference Shares	TRTN PRA	New York Stock Exchange	
8.00% Series B Cumulative Redeemable Perpetual Preference Shares	TRTN PRB	New York Stock Exchange	
7.375% Series C Cumulative Redeemable Perpetual Preference Shares	TRTN PRC	New York Stock Exchange	
6.875% Series D Cumulative Redeemable Perpetual Preference Shares	TRTN PRD	New York Stock Exchange	
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant any of the following provisions:
 
☐            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.07. Submission of Matters to a Vote of Security Holders.

On April 21, 2020, Triton International Limited (the “Company”) held its 2020 Annual General Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders of the Company voted on (i) the election of nine directors to serve on the Company’s Board of Directors until the 2021 Annual General Meeting of Shareholders or until their respective successors are elected and qualified, (ii) an advisory vote on the compensation of the Company’s Named Executive Officers and (iii) ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020, all of which are described in the Company’s proxy statement for the Annual Meeting. The voting results at the Annual Meeting were as follows:

Proposal 1: The Company's shareholders elected each of the following directors:

								
Nominee	Votes For	 	Votes Against	 	Abstained	 	Broker Non-Votes	
Brian M. Sondey	43,928,699	 	1,257,386	 	66,793	 	8,837,461	
Robert W. Alspaugh	44,871,476	 	314,713	 	66,689	 	8,837,461	
Malcolm P. Baker	44,892,551	 	293,504	 	66,823	 	8,837,461	
David A. Coulter	43,293,302	 	1,891,304	 	68,272	 	8,837,461	
Claude Germain	43,218,405	 	1,977,398	 	57,075	 	8,837,461	
Kenneth Hanau	44,889,033	 	295,444	 	68,401	 	8,837,461	
John S. Hextall	44,967,050	 	219,677	 	66,151	 	8,837,461	
Robert L. Rosner	41,752,319	 	3,432,872	 	67,687	 	8,837,461	
Simon R. Vernon	44,964,639	 	221,744	 	66,495	 	8,837,461	

Proposal 2: The Company's shareholders approved the advisory vote on the compensation of the Company's Named Executive Officers:

							
Votes For	 	Votes Against	 	Abstained	 	Broker Non-Votes	
44,187,326	 	887,160	 	178,392	 	8,837,461	

Proposal 3: The Company's shareholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020:

							
Votes For	 	Votes Against	 	Abstained	 	Broker Non-Votes	
53,400,898	 	555,146	 	134,295	 	-	

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	
				
 	 	Triton International Limited	
 	 	 	
Date: April 23, 2020	 	By:	/s/ Carla L. Heiss	
 	 	Name:	Carla L. Heiss	
 	 	Title:	Senior Vice President, General Counsel and Secretary