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, 2019 (May 17, 2019)
WESTINGHOUSE AIR BRAKE
TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or other Jurisdiction
of Incorporation)
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033-90866
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25-1615902
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(Commission
File No.)
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(I.R.S. Employer
Identification No.)
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1001 Air Brake Avenue
Wilmerding, Pennsylvania
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15148
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(Address of Principal Executive Offices)
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(Zip Code)
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of Class
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Trading Symbol(s)
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Name of Exchange on which registered
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Common Stock, par value $.01 per share
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WAB
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New York Stock Exchange
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On May 17, 2019, the Board of Directors (the “Board”) of Westinghouse Air Brake Technologies Corporation (the “Company”) announced the
retirement of Board member Robert J. Brooks. The information required by Item 5.02(b) is incorporated by reference herein from the Company’s Proxy Statement for the Annual Meeting of Stockholders, dated April 5, 2019.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders of the Company on May 17, 2019, management proposals 1, 2, and 3 were approved. The proposals below are
described in detail in the Company’s Proxy Statement for the Annual Meeting of Stockholders, dated April 5, 2019.
The final results are as follows:
| 1. |
The election of two directors for a three-year term expiring in 2022:
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Name
of Director
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Votes For
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Votes Withheld
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Broker Non-Votes
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William E. Kassling
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118,671,314
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8,338,893
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13,709,221
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Albert J. Neupaver
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121,854,300
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5,155,907
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13,709,221
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Continuing as directors, with terms expiring in 2020, are Philippe Alfroid, Emilio A. Fernandez and Lee B. Foster.
Continuing as directors, with terms expiring in 2021, are Erwan Faiveley, Linda S. Harty, Brian P. Hehir and Michael W.D. Howell.
Raymond T. Betler will remain a director until his retirement on July 1, 2019.
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The approval of an advisory (non-binding) resolution relating to 2018 named executive officers compensation:
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For
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Against
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Abstained
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Broker Non-Votes
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119,431,599
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5,528,922
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2,049,686
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13,709,221
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Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2019.
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For
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Against
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Abstained
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Broker Non-Votes
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139,338,259
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1,176,258
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204,911
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0
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Reference is made to the press release filed as Exhibit 99.1 to this Form 8-K, which is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
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Exhibit.
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The following exhibit is furnished with this report on Form 8-K:
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Exhibit
No.
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Description
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Press release dated May 17, 2019
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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.
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WESTINGHOUSE AIR BRAKE
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TECHNOLOGIES CORPORATION
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By:
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/s/ David L. DeNinno
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David L. DeNinno
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Executive Vice President, General
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Counsel and Secretary
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Date: May 21, 2019
Exhibit 99.1
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News Release
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Wabtec Shareholders Approve Company Proposals at Annual Meeting
WILMERDING, PA, May 17, 2019 – Wabtec
(NYSE: WAB) shareholders today elected two directors and approved other company proposals at its annual meeting in Pittsburgh. Directors elected were: William E. Kassling and Albert J. Neupaver.
In addition, shareholders ratified the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for
the 2019 fiscal year, and approved proposals relating to executive and Board compensation.
About Wabtec
Corporation
Wabtec Corporation is a leading
global provider of equipment, systems, digital solutions and value-added services for freight and transit rail. Drawing on nearly four centuries of collective experience across Wabtec, GE Transportation and Faiveley Transport, the company has
unmatched digital expertise, technological innovation, and world-class manufacturing and services, enabling the digital-rail-and-transit ecosystems. Wabtec is focused on performance that drives progress, creating transportation solutions that
move and improve the world. The freight portfolio features a comprehensive line of locomotives, software applications and a broad selection of mission-critical controls systems, including Positive Train Control (PTC). The transit portfolio
provides highly-engineered systems and services to virtually every major rail transit system around the world, supplying an integrated series of components for buses and all train-related market segments that deliver safety, efficiency and
passenger comfort. Along with its industry-leading portfolio of products and solutions for the rail and transit industries, Wabtec is a leader in mining, marine and industrial solutions. Wabtec has approximately 27,000 employees in facilities
throughout the world. Visit the company’s new website at: www.WabtecCorp.com.
Wabtec
Media Contact
Deia Campanelli / Deia.Campanelli@Wabtec.com / 773-297-0482
Wabtec
Investor Contacts
Tim Wesley / Twesley@Wabtec.com / 412-825-1543
Kristine Kubacki, CFA
/ Kristine.Kubacki@wabtec.com / 412-450-2033