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): October 30, 2013 (October 27, 2013)
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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 27, 2013, Westinghouse Air Brake Technologies Corporation (the “Company”) announced the upcoming retirement of Alvaro Garcia-Tunon as Executive Vice President and Chief Financial Officer, effective January 1, 2014. Mr. Garcia-Tunon will remain with the Company as a strategic advisor upon his retirement.
In connection with his retirement, Mr. Garcia-Tunon entered into a letter agreement with the Company, effective December 31, 2013, confirming his retirement, his role as a non-executive employee of the Company, and the related compensation he will receive in such role. Mr. Garcia-Tunon will receive a base salary of $200,000 in 2014, $100,000 in 2015, and $50,000 in each of 2016 and 2017, and will continue to be eligible for benefits granted to executive employees of the Company. Mr. Garcia-Tunon will no longer be entitled to participate in the compensation programs applicable to the Company’s executive officers. The foregoing description of the letter agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which will be filed with the Company’s Annual Report on Form 10-K.
On October 27, 2013, the Company also announced that, effective January 1, 2014, Patrick D. Dugan will succeed Mr. Garcia-Tunon as Executive Vice President and Chief Financial Officer of the Company. Mr. Dugan, age 47, most recently served as Senior Vice President, Finance and Corporate Controller, and as a member of the Company’s Executive Office, since January 2012. Mr. Dugan joined the Company in 2003 as Vice President and Corporate Controller.
Mr. Dugan will continue to be entitled to participate in the compensation programs applicable to the Company’s executive officers, as described in the Company’s annual proxy statement and other filings with the Securities and Exchange Commission.
There are no family relationships among Mr. Dugan and any of the Company’s directors or executive officers and, other than as set forth herein, there are no arrangements or understandings between Mr. Dugan and any other persons pursuant to which Mr. Dugan was appointed as an executive officer of the Company. There have been no transactions or proposed transactions regarding Mr. Dugan that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The press release issued by the Company on October 27, 2013 announcing Mr. Garcia-Tunon’s retirement and Mr. Dugan’s appointment is attached as Exhibit 99.1 to this report and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| d) | Exhibits: |
| 99.1 | - Press release dated October 27, 2013. |
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: October 30, 2013
| WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION | ||
| By: | /s/ Alvaro Garcia-Tunon | |
| Alvaro Garcia-Tunon | ||
| Chief Financial Officer | ||
EXHIBIT INDEX
| Exhibits | ||
| 99.1 | Press release issued by Westinghouse Air Brake Technologies Corporation on October 27, 2013. | |
Exhibit 99.1
|
News Release |
Alvaro Garcia-Tunon To Retire As Wabtec CFO; To Be Succeeded By Pat Dugan
WILMERDING, PA, October 27, 2013 – Wabtec Corporation (NYSE: WAB) said Alvaro Garcia-Tunon has decided to retire as Executive Vice President and Chief Financial Officer, effective January 1, 2014. He will be succeeded by Patrick D. Dugan, who joined Wabtec in 2003 and has served as Senior Vice President, Finance and Corporate Controller, and as a member of the company’s Executive Office, since January 2012.
Garcia-Tunon, 61, will remain with the company as a strategic adviser. He joined Wabtec in 1995 and served in a variety of roles of increasing responsibility prior to his appointment as CFO in March 2003. He has played an integral role in the company’s success and will continue to be involved in its strategic growth initiatives.
Dugan, 47, has 20 years of executive financial management experience, and for the past 10 years has been involved in all aspects of Wabtec’s business, including strategic planning, financial controls and reporting, acquisitions, banking and capital markets, information technology and tax planning. He joined Wabtec as Vice President and Corporate Controller in 2003 and was promoted to Senior Vice President in 2012. Previously, he served as CFO of CWI International and as a manager with PricewaterhouseCoopers. A Certified Public Accountant, Dugan graduated from The Pennsylvania State University with a degree in accounting, and earned an MBA from the University of Pittsburgh.
Albert J. Neupaver, Wabtec’s chairman and chief executive officer, said: “Alvaro has been a true business partner throughout his Wabtec career, and we want to thank him for his service to the company. During his tenure as CFO, Wabtec has had unprecedented growth, with sales increasing more than threefold and earnings increasing more than sevenfold. As a result, our stock price has appreciated each year in that period, increasing by more than a factor of 10. We’re pleased Alvaro will continue to be involved to ensure a smooth transition, and to provide expertise and counsel on a variety of strategic opportunities.
“Pat’s appointment as CFO marks another important step in our ongoing succession planning process, and is in recognition of the vital role he has played since joining the company. As we strive to continue to build on Wabtec’s success, I’m confident Pat will provide strong financial, operational and strategic leadership.”
Garcia-Tunon said: “I feel it has been a privilege to be able to work with such a high-quality group of people at Wabtec for the last 18 years and am proud of what we have accomplished over that span. I am most proud, however, of the financial team that will remain, led by Pat Dugan. I am certain they will help lead the company to even greater success.”
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 |