secwatch / observer

Triton International Ltd — fact timeline

Source-grounded facts extracted from Triton International Ltd's SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

TRTN-PA Triton International Ltd JSON
Shareholder Votes

Triton International Ltd shareholders approved Appointment of Deloitte & Touche LLP as independent auditors and authorization of Audit Committee to determine remuneration at the 2024-04-29 meeting.

“the Company’s sole shareholder approved the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ending December 31, 2024 and the authorization of the Audit Committee of the Board of Directors to determine the independent auditors’ remuneration”
Shareholder Votes

Triton International Ltd shareholders approved Re-election of directors at the 2024-04-29 meeting.

“Thanos Holdings Limited, as the sole shareholder of the Company, re-elected the following individuals as directors of the Company”

Roderick Romeo was appointed as director at Triton International Ltd.

“Also on January 29, 2024, the Board appointed Roderick Romeo to serve as a director on the Board, effective immediately”

James A. Bodi departed as member of the Board of Directors at Triton International Ltd.

“On January 29, 2024, James A. Bodi stepped down from his position as a member of the Board of Directors (the “Board”) of Triton International Limited (the “Company”), effective immediately.”
Governance Changes

Triton International Ltd: Memorandum of association of the surviving company was amended and restated in connection with the merger.

“Pursuant to the Merger Agreement, at the Effective Time, the memorandum of association of the Surviving Company was amended and restated in its entirety to be in substantially the form of the memorandum of association of Merger Sub as in effect immediately prior to the Effective Time (the “Memorandum of Association”).”
M&A Transactions

Triton International Ltd underwent a change of control involving Brookfield Infrastructure Corporation (BIPC) and Thanos Holdings Limited (Parent) for approximately $3.77 billion in cash and 21.45 million BIPC Shares (closed 2023-09-28).

“Common Shares of the Company not already held by Parent or its affiliates and the Company became a subsidiary of Parent. The aggregate Merger Consideration was approximately $3.77 billion in cash and 21.45 million BIPC Shares. Parent funded the cash portion of the Merger Consideration through equity financing. --- EX-99.1 (EX-99.1) --- EX-99.1 Exhibit 99.1”
Auditor Changes

Triton International Ltd engaged Deloitte & Touche LLP as its auditor.

“the Audit Committee approved the engagement of Deloitte & Touche LLP ("Deloitte") as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2023 effective upon the consummation of the Merger”
Auditor Changes

KPMG LLP resigned as auditor of Triton International Ltd.

“On September 28, 2023, the Company was notified that KPMG LLP ("KPMG") was resigning its engagement as the Company’s independent registered public accounting firm effective upon the consummation of the Merger.”

John C. Hellmann was appointed as Director at Triton International Ltd.

“Immediately following the Effective Time, Mr. Sondey, Ms. Pizzuto, David Joynt, Ben Vaughan and John C. Hellmann were appointed to the Surviving Company Board”

Ben Vaughan was appointed as Director at Triton International Ltd.

“Immediately following the Effective Time, Mr. Sondey, Ms. Pizzuto, David Joynt, Ben Vaughan and John C. Hellmann were appointed to the Surviving Company Board”

David Joynt was appointed as Director at Triton International Ltd.

“Immediately following the Effective Time, Mr. Sondey, Ms. Pizzuto, David Joynt, Ben Vaughan and John C. Hellmann were appointed to the Surviving Company Board”

Terri A. Pizzuto was appointed as Director at Triton International Ltd.

“Immediately following the Effective Time, Mr. Sondey, Ms. Pizzuto, David Joynt, Ben Vaughan and John C. Hellmann were appointed to the Surviving Company Board”

Brian M. Sondey was appointed as Director at Triton International Ltd.

“Immediately following the Effective Time, Mr. Sondey, Ms. Pizzuto, David Joynt, Ben Vaughan and John C. Hellmann were appointed to the Surviving Company Board”

Gregory E. A. Morrison was appointed as Director at Triton International Ltd.

“James A. Bodi and Gregory E. A. Morrison, who were directors of Merger Sub immediately before the Effective Time, became members of the board of directors of the Surviving Company”

James A. Bodi was appointed as Director at Triton International Ltd.

“James A. Bodi and Gregory E. A. Morrison, who were directors of Merger Sub immediately before the Effective Time, became members of the board of directors of the Surviving Company”

Gregory E. A. Morrison resigned as Director at Triton International Ltd.

“Mr. Morrison resigned from the Surviving Company Board”

Terri A. Pizzuto resigned as Director at Triton International Ltd.

“Brian M. Sondey, Annabelle Bexiga, Claude Germain, John S. Hextall, Kenneth Hanau, Malcom P. Baker, Niharika Ramdev, Robert L. Rosner, Robert W. Alspaugh, Simon R. Vernon and Terri A. Pizzuto each resigned from their positions as members of the board of directors of the Company”

Simon R. Vernon resigned as Director at Triton International Ltd.

“Brian M. Sondey, Annabelle Bexiga, Claude Germain, John S. Hextall, Kenneth Hanau, Malcom P. Baker, Niharika Ramdev, Robert L. Rosner, Robert W. Alspaugh, Simon R. Vernon and Terri A. Pizzuto each resigned from their positions as members of the board of directors of the Company”

Robert W. Alspaugh resigned as Director at Triton International Ltd.

“Brian M. Sondey, Annabelle Bexiga, Claude Germain, John S. Hextall, Kenneth Hanau, Malcom P. Baker, Niharika Ramdev, Robert L. Rosner, Robert W. Alspaugh, Simon R. Vernon and Terri A. Pizzuto each resigned from their positions as members of the board of directors of the Company”

Robert L. Rosner resigned as Director at Triton International Ltd.

“Brian M. Sondey, Annabelle Bexiga, Claude Germain, John S. Hextall, Kenneth Hanau, Malcom P. Baker, Niharika Ramdev, Robert L. Rosner, Robert W. Alspaugh, Simon R. Vernon and Terri A. Pizzuto each resigned from their positions as members of the board of directors of the Company”

Niharika Ramdev resigned as Director at Triton International Ltd.

“Brian M. Sondey, Annabelle Bexiga, Claude Germain, John S. Hextall, Kenneth Hanau, Malcom P. Baker, Niharika Ramdev, Robert L. Rosner, Robert W. Alspaugh, Simon R. Vernon and Terri A. Pizzuto each resigned from their positions as members of the board of directors of the Company”

Malcom P. Baker resigned as Director at Triton International Ltd.

“Brian M. Sondey, Annabelle Bexiga, Claude Germain, John S. Hextall, Kenneth Hanau, Malcom P. Baker, Niharika Ramdev, Robert L. Rosner, Robert W. Alspaugh, Simon R. Vernon and Terri A. Pizzuto each resigned from their positions as members of the board of directors of the Company”

Kenneth Hanau resigned as Director at Triton International Ltd.

“Brian M. Sondey, Annabelle Bexiga, Claude Germain, John S. Hextall, Kenneth Hanau, Malcom P. Baker, Niharika Ramdev, Robert L. Rosner, Robert W. Alspaugh, Simon R. Vernon and Terri A. Pizzuto each resigned from their positions as members of the board of directors of the Company”

John S. Hextall resigned as Director at Triton International Ltd.

“Brian M. Sondey, Annabelle Bexiga, Claude Germain, John S. Hextall, Kenneth Hanau, Malcom P. Baker, Niharika Ramdev, Robert L. Rosner, Robert W. Alspaugh, Simon R. Vernon and Terri A. Pizzuto each resigned from their positions as members of the board of directors of the Company”

Claude Germain resigned as Director at Triton International Ltd.

“Brian M. Sondey, Annabelle Bexiga, Claude Germain, John S. Hextall, Kenneth Hanau, Malcom P. Baker, Niharika Ramdev, Robert L. Rosner, Robert W. Alspaugh, Simon R. Vernon and Terri A. Pizzuto each resigned from their positions as members of the board of directors of the Company”

Annabelle Bexiga resigned as Director at Triton International Ltd.

“Brian M. Sondey, Annabelle Bexiga, Claude Germain, John S. Hextall, Kenneth Hanau, Malcom P. Baker, Niharika Ramdev, Robert L. Rosner, Robert W. Alspaugh, Simon R. Vernon and Terri A. Pizzuto each resigned from their positions as members of the board of directors of the Company”

Brian M. Sondey resigned as Director at Triton International Ltd.

“Brian M. Sondey, Annabelle Bexiga, Claude Germain, John S. Hextall, Kenneth Hanau, Malcom P. Baker, Niharika Ramdev, Robert L. Rosner, Robert W. Alspaugh, Simon R. Vernon and Terri A. Pizzuto each resigned from their positions as members of the board of directors of the Company”
Debt Financings

Triton International Ltd incurred term loan of $500 million with PNC Bank, National Association.

“The Amendment increased the size of the accordion feature under the Term Loan Agreement to allow the Borrowers to increase the aggregate commitment amount under the Term Loan Agreement by up to an additional $500 million (the “Accordion Amount”) from $200 million, subject to the terms and conditions set forth in the Term Loan Agreement.”
Material Agreements

Triton International Ltd amended Third Amendment with PNC Bank, National Association, as administrative agent, and various lenders party thereto valued at $500 million (effective 2023-09-01).

“Triton Container International Limited and TAL International Container Corporation, as borrowers (the “Borrowers”), entered into a Third Amendment (the “Amendment”) to the Borrowers’ existing $1.2 billion Amended and Restated Term Loan Agreement (the “Term Loan Agreement”) with PNC Bank, National Association, as administrative agent, and various lenders party thereto. The Amendment increased the size of the accordion feature under the Term Loan Agreement to allow the Borrowers to increase the aggregate commitment amount under the Term Loan Agreement by up to an additional $500 million”
Shareholder Votes

Triton International Ltd shareholders approved Advisory (non-binding) approval of certain merger-related executive officer compensation (Compensation Proposal) at the 2023-08-24 meeting.

“The Compensation Proposal was approved by the holders of Common Shares, based upon the voting results set forth below.”
Shareholder Votes

Triton International Ltd shareholders approved Approval and adoption of the Agreement and Plan of Merger, the Statutory Merger Agreement, and the transactions contemplated thereby, including the merger (Merger Proposal) at the 2023-08-24 meeting.

“The Merger Proposal was approved by the holders of Common Shares and Preference Shares, based upon the voting results set forth below.”
Earnings Releases

Triton International Ltd reported financial results for the quarter ended June 30, 2023.

“On August 1, 2023, Triton International Limited issued a press release announcing its results of operations for the quarter ended June 30, 2023.”
Earnings Releases

Triton International Ltd reported the quarter ended March 31, 2023 results: revenue $397.7, net income $136.8, EPS $2.44.

“Triton’s selected key financial information: (in millions, except per share data) Three Months Ended, March 31, 2023 December 31, 2022 March 31, 2022 Total leasing revenues $397.7 $416.3 $417.1 GAAP Net income attributable to common shareholders $136.8 $152.2 $181.2 Net income per share - Diluted $2.44 $2.61 $2.78 Non-GAAP (1) Adjusted net income $136.1”
Shareholder Votes

Triton International Ltd shareholders approved Appointment of KPMG LLP as independent registered public accounting firm for fiscal year ending December 31, 2023 and authorization of Audit Committee to determine auditors' remuneration. at the 2023-04-27 meeting.

“Proposal 4: The Company's shareholders approved the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 and authorized the Audit Committee to determine the independent auditors' remuneration: Votes For Votes Against Abstained Broker Non-Votes 43,175,566 797,644 104,857 -”
Shareholder Votes

Triton International Ltd shareholders approved Advisory vote on the frequency of future advisory votes to approve executive compensation. at the 2023-04-27 meeting.

“Proposal 3: The Company's shareholders voted, on an advisory basis, on the frequency of future advisory votes to approve executive compensation, and the frequency selected by a plurality of the votes cast was 1 Year: 1 Year 2 Years 3 Years Abstained Broker Non-Votes 31,896,591 218,704 4,403,502 116,268 7,443,002”
Shareholder Votes

Triton International Ltd shareholders approved Advisory vote to approve the compensation of the Company’s Named Executive Officers. at the 2023-04-27 meeting.

“Proposal 2: The Company's shareholders approved, on an advisory basis, the compensation of the Company's Named Executive Officers: Votes For Votes Against Abstained Broker Non-Votes 35,631,798 815,849 187,418 7,443,002”
Shareholder Votes

Triton International Ltd shareholders approved Election of 11 directors to serve until the 2024 Annual General Meeting or until successors elected and qualified. at the 2023-04-27 meeting.

“Proposal 1: The Company's shareholders elected each of the following directors: Nominee Votes For Votes Against Abstained Broker Non-Votes Brian M. Sondey 35,232,013 1,343,839 59,213 7,443,002 Robert W. Alspaugh 36,174,216 399,023 61,826 7,443,002 Malcolm P. Baker 36,332,513 241,375 61,177 7,443,002 Annabelle Bexiga 36,298,144 279,861 57,060 7,443,002 Claude Germain 36,154,680 417,674 62,711 7,443,002 Kenneth Hanau 36,325,120 247,270 62,675 7,443,002 John S. Hextall 36,129,001 443,706 62,358 7,443,002 Terri A. Pizzuto 36,427,147 141,819 66,099 7,443,002 Niharika Ramdev 36,293,842 278,855 62,368 7,443,002 Robert L. Rosner 34,028,551 2,544,575 61,939 7,443,002 Simon R. Vernon 36,359,541 212,484 63,040 7,443,002”
Material Agreements

Triton International Ltd entered into Agreement and Plan of Merger with Brookfield Infrastructure Corporation, Thanos Holdings Limited, Thanos MergerSub Limited (effective 2023-04-11).

“On April 11, 2023, Triton International Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Triton” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Brookfield Infrastructure Corporation, a corporation organized under the laws of British Columbia (the “Public Parent” or “BIPC”), Thanos Holdings Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Parent”) and Thanos MergerSub Limited, an exempted company limited by shares incorporated under the laws of Bermuda and a subsidiary of Parent (“Merger Sub”), pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger (the “Surviving Company”) as a subsidiary of Parent.”
Earnings Releases

Triton International Ltd reported financial results for the quarter and year ended December 31, 2022.

“On February 14, 2023, Triton International Limited issued a press release announcing its results of operations for the quarter and year ended December 31, 2022.”

John Burns departed as Chief Financial Officer at Triton International Ltd.

“Mr. Pearl will succeed John Burns, who, as previously announced, will retire as Chief Financial Officer, effective December 31, 2022.”

Michael Pearl was appointed as Chief Financial Officer at Triton International Ltd.

“On November 18, 2022, Triton International Limited (the "Company") announced that Michael Pearl has been appointed Chief Financial Officer of the Company, effective January 1, 2023.”

John Burns departed as Senior Vice President and Chief Financial Officer at Triton International Ltd.

“On June 22, 2022, Triton International Limited ("Triton" or the "Company") announced that John Burns, Senior Vice President and Chief Financial Officer, intends to retire from the Company at the end of 2022 after over 25 years of service.”

Niharika Taskar Ramdev was appointed as Director at Triton International Ltd.

“On August 23, 2021, Triton International Limited (the "Company") issued a press release announcing the appointment of Niharika Taskar Ramdev to the Board of Directors (the "Board") of the Company, effective immediately.”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.