Current Report Filing (8-k)
February 14 2018 - 4:08PM
Edgar (US Regulatory)
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
February
12, 2018
Date
of Report (Date of earliest event reported)
CAI International, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-33388
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94-3109229
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(State or other jurisdiction
of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification
No.)
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Steuart Tower, 1 Market Plaza, Suite 900, San Francisco, CA 94105
(Address
of principal executive offices, including ZIP Code)
Registrant’s telephone number, including area code:
(415)
788-0100
N/A
(Former name or former
address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under 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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
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.
⃞
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On February 12, 2018, the Board of Directors (the “Board”) of CAI
International, Inc. (the “Company”) appointed Kathryn G. Jackson to
serve as a Class II director on the Board. The Board also appointed
Ms. Jackson to serve on the Audit Committee, the Compensation Committee
and the Nominating and Corporate Governance Committee, and has
determined that Ms. Jackson is “independent” pursuant to the listing
standards of the New York Stock Exchange.
As compensation for her service on the Board, Ms. Jackson will receive
the Company’s standard quarterly cash compensation for non-employee
directors and a grant of restricted stock with a value of $125,000
vesting over a one year period, in each case prorated based on the
partial year of service on the Board. There are no understandings or
arrangements between Ms. Jackson and any other person pursuant to which
she was selected as a director, nor is she party to any related party
transaction required to be reported pursuant to Item 404(a) of
Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On February 14, 2018, the Company issued a press release announcing the
appointment of Ms. Jackson to the Board. A copy of the press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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CAI INTERNATIONAL, INC.
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Dated: February 14, 2018
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By:
/s/ Timothy B. Page
Name: Timothy B. Page
Title: Chief Financial Officer
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