CAI INTERNATIONAL, INC.
Steuart Tower, 1 Market Plaza, Suite 2400
San Francisco, CA 94105
SUPPLEMENT TO THE PROXY STATEMENT DATED MAY 21, 2020
FOR THE 2020 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 2, 2020
This proxy statement supplement (this “Supplement”), dated June 15, 2020, supplements the definitive proxy statement on Schedule 14A (the “Proxy Statement”) of CAI International, Inc., a Delaware corporation (the “Company”, “we”, “our” or “us”), dated May 21, 2020, furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of the Company for the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday, July 2, 2020, at 10:00 a.m. via online audio webcast at www.virtualshareholdermeeting.com/CAI2020. Except as specifically amended or supplemented by the information contained in this Supplement, all information set forth in the Proxy Statement continues to apply and should be considered in voting your shares.
On June 15, 2020, the Company announced that it was terminating the previously announced strategic review process, and that the Company intended to implement certain strategic and other changes to its business, including the sale of its rail and logistics businesses, certain management changes and the initiation of future cash dividends. In connection with the management changes, on June 12, 2020, the Board decided to terminate Victor M. Garcia as President and Chief Executive Officer of the Company, effective immediately. On June 14, 2020, Mr. Garcia resigned from the Board.
On June 12, 2020, the Board promoted Timothy B. Page to Executive Vice President, and Interim President and Chief Executive Officer of the Company, and on June 14, 2020, following the resignation of Mr. Garcia from the Board, the Board appointed Mr. Page to the Board as a Class I director, each effective immediately. Mr. Page will continue to perform his duties as Chief Financial Officer of the Company in connection with this new role.
As part of the changes announced above, the Board, upon recommendation of the Nominating and Corporate Governance Committee, approved a change in the nominations as Class I directors to be elected at the Annual Meeting. This Supplement is being filed to revise the slate of nominees for election as Class I directors by removing Victor M. Garcia, and adding Timothy B. Page to the slate of nominees for election at the Annual Meeting. The Company is also revising its proxy card to reflect the change in the slate of nominees for election at the Annual Meeting, which is enclosed with this Supplement.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2020 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 2, 2020. Our Proxy Statement, this Supplement and our Annual Report on Form 10-K for the year ended December 31, 2019 are available at www.proxyvote.com.
The Board of Directors recommends that you vote “FOR” the election of each of the Class I director nominees on the enclosed revised proxy card, or if you own your shares in “street name” through your broker, trustee or other nominee on the revised voting instruction form you receive from the holder of record. The revised proxy card or revised voting instruction form contains the revised slate of nominees as described in this Supplement and differs from the previous proxy card furnished by the Company, in that it does not include Mr. Garcia, but rather includes Mr. Page as a director nominee, as outlined in Proposal No. 1.
Whether or not you plan to attend the Annual Meeting, you are urged to sign, date and promptly return the revised proxy card or revised voting instruction form, or vote via the Internet or by telephone following the instructions on the revised proxy card or the revised voting instruction form. You may also vote online at the Annual Meeting. If you have already submitted the previous proxy card, already voted online or by telephone, or