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): July 1, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On July 1, 2020, Triton International Limited (the "Company") issued a press release announcing the appointment of Annabelle Bexiga to the Board of Directors (the "Board") of the Company, effective immediately. Ms. Bexiga has been appointed to the Audit Committee of the Board. With the appointment of Ms. Bexiga, the Board will consist of 10 directors.

Ms. Bexiga, age 58, served as Chief Information Officer of Global Commercial Insurance at American International Group (AIG) from 2015 to 2017. Prior to that, she was Executive Vice President, Chief Information Officer at TIAA, where she worked from 2010 to 2015. She has also held leadership positions at Bain Capital, J.P. Morgan & Co. and Deutsche Bank, including as CIO of Bain Capital, LP from 2008 to 2010 and JPMorgan Invest from 2003 to 2006. Ms. Bexiga also serves on the board of directors of StoneX Group Inc. and on the supervisory board of DWS Group GmbH of Frankfurt, Germany.

In connection with the appointment of Ms. Bexiga to the Board, she will receive compensation for service as a director consistent with that provided to the Company's other non-employee directors, as described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 13, 2020, including an award of common shares upon joining the Board. Ms. Bexiga will also enter into the standard form indemnification agreement for directors and certain officers (which was previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 14, 2016). There is no arrangement or understanding between Ms. Bexiga and any other person pursuant to which she was selected as a director. There are no transactions between Ms. Bexiga and the Company that would be reportable under Item 404(a) of Regulation S-K.

A copy of the press release announcing the appointment of Ms. Bexiga is filed herewith as Exhibit 99.1 and is incorporated by reference herein.
 
Item 9.01. Financial Statements and Exhibits.
 
(d)   Exhibits
 
99.1 Press release, dated July 1, 2020, regarding Annabelle Bexiga's appointment to the Board of Directors.
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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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: July 1, 2020	 	By:	/s/ Carla L. Heiss	
 	 	Name:	Carla L. Heiss	
 	 	Title:	Senior Vice President, General Counsel and Secretary	

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Exhibit 99.1

Triton International Appoints Annabelle Bexiga to Board of Directors

Hamilton, Bermuda – July 1, 2020 – Triton International Limited (NYSE:TRTN) today announced that it has appointed Annabelle Bexiga to its Board of Directors, effective immediately.

Ms. Bexiga is a recognized business leader with deep experience in technology and financial services. From 2015 to 2017, she served as Chief Information Officer of Global Commercial Insurance at American International Group (AIG). Prior to that, she served as Executive Vice President, Chief Information Officer at TIAA. She has also held leadership positions at Bain Capital, J.P. Morgan & Co. and Deutsche Bank, including as CIO of Bain Capital from 2008 to 2010 and JPMorgan Invest from 2003 to 2006.

"We are very pleased to welcome Annabelle to the Triton Board," said Brian Sondey, Chairman and Chief Executive Officer of Triton International. "Annabelle’s deep technology experience and leadership roles across a range of U.S. and global financial services institutions will be a valuable addition as we continue to grow our business globally and adapt to the increasing digitalization of shipping. Drawing on her years of experience, Annabelle will provide fresh and valuable insights and perspectives to our technology and business priorities."

Bexiga also serves on the board of directors of StoneX Group Inc. and on the supervisory board of DWS Group GmbH of Frankfurt, Germany. With the appointment of Bexiga, Triton’s Board consists of 10 members.

About Triton International Limited

Triton International Limited is the world’s largest lessor of intermodal freight containers. With a container fleet of over 6.0 million twenty-foot equivalent units ("TEU"), Triton’s global operations include acquisition, leasing, re-leasing and subsequent sale of multiple types of intermodal containers and chassis.

Triton International Limited
Andrew Greenberg, 914-697-2900
Senior Vice President
Business Development & Investor Relations

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