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): December 10, 2020 (December 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 December 7, 2020, Lee C. Banks was elected to serve as a member of the board of directors of Westinghouse Air Brake Technologies Corporation
(“Wabtec”). Mr. Banks will join the class of directors whose term expires in 2023. Reference is made to the press release filed as Exhibit 99.1 to this Form 8-K, which is incorporated by reference
herein.
Mr. Banks will receive compensation in the same manner as Wabtec’s other non-employee directors, as described in Wabtec’s definitive proxy statement on
Schedule 14A filed with the Securities and Exchange Commission on April 3, 2020. Mr. Banks was also appointed to the Compensation and Nominating and Corporate Governance Committees of the Board.
Mr. Banks serves as the President and Chief Operating Officer of Parker Hannifin Corporation.
Wabtec, Parker Hannifin and their affiliates engage in routine business transactions. During fiscal year 2019 and year to date 2020, these transactions have amounted to approximately $17.6 million and approximately $13 million, respectively.
| Item 9.01. |
Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
No.
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Description
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Press Release, dated December 10, 2020.
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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
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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 Counsel and Secretary
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Date: December 10, 2020
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Exhibit 99.1
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News Release
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Wabtec Appoints Lee Banks to Board of Directors
PITTSBURGH, December 10, 2020 — Wabtec Corporation (NYSE: WAB) announced today the appointment of Lee Banks to its Board of Directors.
Banks, 57, is President and Chief Operating Officer for Parker Hannifin Corporation, a Fortune 500 global manufacturer of motion and control technologies and systems,
providing precision-engineered solutions for a wide variety of mobile, industrial and aerospace markets. Prior to this role, Banks was an operating officer responsible for numerous product groups, as well as driving the growth and development of
Parker Hannifin's position in emerging markets. Banks has been the champion of Parker Hannifin’s lean transformation, as well as a driving force behind the company’s product innovation and successful acquisition strategy and integration efforts.
Throughout his 30-year career, he has several global leadership positions within sales and operations management including several division general manager positions. Banks serves on the Board of Directors of Parker Hannifin. He is a former Board
member of Nordson Corporation, a provider of precision dispensing equipment for industrial coatings.
“Lee is a talented leader and strategist, who will bring deep expertise in customer solutions, innovation,
lean operations, and advanced manufacturing to his position on the Board,” said Wabtec Chairman Al Neupaver. “I look forward to working with Lee as we further advance Wabtec’s technical leadership, lean operations, expand our international footprint, and drive profitable growth.”
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.
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Exhibit 99.1
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News Release
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Media Contact:
Deia Campanelli
Deia.Campanelli@Wabtec.com /
773-297-0482
Investor Contact:
Kristine Kubacki, CFA
Kristine.kubacki@wabtec.com /
412-450-2033