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): May 21, 2012

 

 

WESTINGHOUSE AIR BRAKE

TECHNOLOGIES CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

(State or other Jurisdiction of Incorporation)

 

1-13782		25-1615902
(Commission File No.)		(I.R.S. Employer Identification No.)
1001 Air Brake Avenue Wilmerding, Pennsylvania		15148
(Address of Principal Executive Offices)		(Zip Code)

(412) 825-1000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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 (see General Instruction A.2. below):

 

¨	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))

 

 

 

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Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders of Westinghouse Air Brake Technologies Corporation (the “Company”) on May 16, 2012, management proposals 1, 2 and 3 were approved. The proposals below are described in detail in Wabtec’s definitive proxy statement, dated April 4, 2012, for its Annual Meeting.

The final results are as follows:

 

1.	The election of three directors for a three-year term expiring in 2015:

 

Name of Director		Votes For		Votes Withheld		Broker Non-Votes
Brian P. Hehir		40,990,598		925,992		2,220,836
Michael W. D. Howell		40,829,138		1,087,452		2,220,836
Nickolas W. Vande Steeg		40,883,511		1,053,079		2,220,836

The election of one director for a two-year term expiring in 2014:

 

Name of Director		Votes For		Votes Withheld		Broker Non-Votes
Gary C. Valade		41,588,302		328,288		2,220,836

Continuing as directors, with terms expiring in 2013, are Robert J. Brooks, William E. Kassling and Albert J. Neupaver. Continuing as directors, with terms expiring in 2014, are Emilio A. Fernandez and Lee B. Foster, II.

 

2.	The approval of an advisory (non-binding) resolution relating to 2011 named executive officers compensation:

 

For		Against		Abstained		Broker Non-Votes
38,951,122		1,137,965		1,827,503		2,220,836

 

3.	Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2012:

 

For		Against		Abstained
43,850,291		279,715		7,420

Item 8.01. Other Events.

On May 16, 2012, the Board of Directors increased the Company’s regular quarterly dividend to 5 cents per share of common stock from 3 cents per share of common stock. The new dividend rate will be payable initially on August 31, 2012 to shareholders of record as of August 17, 2012. Reference is made to the Press Release filed as Exhibit 99.1 to this Form 8-K which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibit.

The following exhibit is furnished with this report on Form 8-K:

 

Exhibit No.		Description
99.1		Press release dated May 16, 2012.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 21, 2012

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EXHIBIT INDEX

 

Exhibits
99.1		Press release issued by Westinghouse Air Brake Technologies Corporation on May 16, 2012.

Exhibit 99.1

 

		News Release

Wabtec Increases Dividend; Shareholders Approve Company Proposals At Annual Meeting

WILMERDING, PA, May 16, 2012 – Wabtec Corporation (NYSE: WAB) today increased its regular quarterly dividend to 5 cents per share, from 3 cents per share. The new dividend rate will be payable initially Aug. 31, 2012 to shareholders of record Aug. 17, 2012.

Albert J. Neupaver, Wabtec’s president and chief executive officer, said: “With our current financial performance and future outlook, we have ample financial strength to continue to invest in growth opportunities and return a portion of our cash flow to shareholders. We intend to review our policies periodically and adjust them based on Wabtec’s ongoing performance and prospects.”

Also today, at the company’s annual meeting in Pittsburgh Wabtec shareholders elected four directors and approved other company proposals. Directors elected were: Brian P. Hehir, Michael W.D. Howell, Nickolas W. Vande Steeg and Gary C. Valade.

In addition, shareholders ratified the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the 2012 fiscal year and approved a non-binding proposal relating to executive compensation.

Wabtec Corporation is a global provider of value-added, technology-based products and services for rail and industrial markets. Through its subsidiaries, the company manufactures a range of products for locomotives, freight cars and passenger transit vehicles. The company also builds new switcher and commuter locomotives, and provides aftermarket services. The company has facilities located throughout the world.

 

 

Tim Wesley		Phone: 412.825.1543		Wabtec Corporation
		E-mail: twesley@wabtec.com		1001 Air Brake Avenue
		Website: www.wabtec.com		Wilmerding, PA 15148