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
 
001-33388
 
94-3109229

(State or other jurisdiction
of incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)

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.

Exhibit No.   Description

99.1

Press Release dated February 14, 2018.


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.


CAI INTERNATIONAL, INC.
 
 

Dated:  February 14, 2018

By:  /s/ Timothy B. Page                                       

        Name: Timothy B. Page

        Title: Chief Financial Officer

Exhibit 99.1

CAI International, Inc. Announces the Appointment of a New Board Member

SAN FRANCISCO--(BUSINESS WIRE)--February 14, 2018--CAI International, Inc. (CAI) (NYSE: CAI), one of the world’s leading transportation finance and logistics companies, today announced that Kathryn G. Jackson has been appointed by the Board of Directors of the Company as a member of the Board of Directors. She will also serve on the Company’s Compensation, Nominating and Corporate Governance and Audit Committees.

Ms. Jackson brings to the CAI Board of Directors more than two decades of relevant financial services experience including significant roles as a senior executive with a variety of equipment leasing and finance organizations. From 2003 to 2004 Ms. Jackson had the role of Managing Director for Bank of America Leasing and Capital. Prior to that, from 1995 to 2002, she held leadership roles as a Senior Vice President (1995 to 1998) and Executive Vice President (1998 to 2002), managing four of the six business lines for GATX Capital Corporation, a subsidiary of GATX Corporation. Ms. Jackson was a Managing Director from 1987 to 1994 of D’Accord Incorporated, a rail and aircraft advisory firm, and served as D’Accord’s interim President from 1991 to 1992. Most recently, Ms. Jackson was CEO of the Second Harvest Food Bank of Santa Clara and San Mateo Counties from 2009 until mid-2017. She is a Phi Beta Kappa graduate of Stanford University and holds an M.B.A. from the Kellogg Graduate School of Management at Northwestern University.

Mr. David Remington, CAI Board Chairman, commented, “We are very pleased to add to our Board of Directors such a high caliber and experienced individual. In the process of considering Kathryn it became clear that her business knowledge and judgement will make her an excellent representative to our shareholders.”

About CAI International, Inc.

CAI is one of the world’s leading transportation finance and logistics companies. As of December 31, 2017, CAI operated a worldwide fleet of approximately 1.3 million CEUs of containers, and owned a fleet of 7,172 railcars that it leases within North America. CAI operates through 23 offices located in 14 countries including the United States.

CONTACT:
CAI International, Inc.
Tim Page, 415-788-0100
Chief Financial Officer
tpage@capps.com