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): February 13, 2020 (February 7, 2020 )
(Exact Name of Registrant as Specified in Its Charter)
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(State or other Jurisdiction of Incorporation)
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(Commission File No.)
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(I.R.S. Employer Identification No.)
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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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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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. ☐
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On February 7, 2020, each of Emilio A. Fernandez and Philippe Alfroid notified the Board of Directors (the “Board”) of Westinghouse Air Brake Technologies Corporation (the
“Company”) that he will not stand for re-election as a Director of the Company at the end of his current term and will retire from the Board effective as of the Company’s 2020 annual meeting of stockholders.
A copy of the Company’s press release relating to the retirement of Messrs. Fernandez and Alfroid is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
No.
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Description
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Press Release, dated February 13, 2020
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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WESTINGHOUSE AIR BRAKE 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 Counsel and Secretary
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Date: February 13, 2020
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Exhibit 99.1
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News Release
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WABTEC BOARD MEMBERS, EMILIO FERNANDEZ AND PHILIPPE ALFROID, ANNOUNCE RETIREMENT
Retirement marks the culmination of more than two decades of industry contributions from
longstanding Board Members
PITTSBURGH, February 13, 2020 – The Wabtec Corporation (NYSE: WAB) Board of Directors today
announced the retirement of Vice Chairman Emilio Fernandez, and Director Philippe Alfroid, effective May 15, 2020. The two members’ current terms are expiring,
and they will not be seeking re-election.
“The Board is tremendously grateful for Emilio and Philippe’s service and leadership that helped shape Wabtec into the corporation it is today,” said Al Neupaver, Executive
Chairman of Wabtec. “Combined, their many contributions provided value to our shareholders, customers and employees and we wish them the best in this new and exciting phase of life.” Neupaver added Wabtec has a plan in place to ensure a seamless
transition in accordance with the Board’s retirement policy.
During his 25-year tenure, Fernandez, 75, used his knowledge of the rail market to position Wabtec as a global provider of innovative and easy-to-use electronic products
and systems designed to improve railroad safety − including positive train control. A respected industry visionary, Fernandez was instrumental in building Pulse Electronics, a business acquired by Wabtec in 1995, and currently one of the cornerstones
of the company’s portfolio.
Joining the board in 2016, Alfroid, 74, saw the company through incredible growth and played a significant role in successfully navigating the strategic combination of
Faiveley Transport and Wabtec Corporation as one of the world’s leading rail equipment companies. He brought over three decades of proven industry experience across the transportation industry and other large international companies. Previously,
Alfroid served as Chief Operating Officer of Essilor International.
“Emilio and Philippe each brought a breadth of experience and I am thankful for their dedication to upholding Wabtec’s mission,” said Rafael Santana, President and CEO of
Wabtec. “I am confident they will continue to make a positive impact in their communities and future endeavors.”
As a new Fortune 300 company and a long-term industry leader in introducing innovative technologies, Wabtec is committed to enhancing its Board to further reflect the
company’s forward progress and values. Wabtec is working with an outside Board search firm to identify and recruit candidates to meet the needs of the company as it continues to evolve.
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News Release
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About Wabtec
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.
Media
Deia Campanelli
773-297-0482 or deia.campanelli@wabtec.com
Investors
Kristine Kubacki
412-825-1869 or kristine.kubacki@wabtec.com