UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): July 8, 2021 (July 8, 2021 )
(Exact Name of Registrant as Specified in Its Charter)
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Not Applicable
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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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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.
On July 8, 2021, Byron Foster was elected to serve as a member of the board of directors of Westinghouse Air Brake Technologies Corporation
(“Wabtec”). Mr. Foster 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. Foster 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 7, 2021. Mr. Foster was also appointed to the Compensation and Audit Committees of the Board.
Mr. Foster serves as the President, Light Vehicle Drive Systems of Dana Inc. Wabtec, Dana Inc. and their affiliates engage in routine business transactions.
During fiscal year 2020 and year to date 2021, these transactions have amounted to approximately $27 million and approximately $7 million, respectively.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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Press Release, dated July 8, 2021.
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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
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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: July 8, 2021
Exhibit 99.1
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News Release
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Wabtec Appoints Byron Foster to Board of Directors
PITTSBURGH, July 8, 2021 — Wabtec Corporation (NYSE:
WAB) announced today the appointment of Byron Foster to its Board of Directors, effective immediately.
Foster, 52, is President of the Light Vehicle Drive Systems business of Dana Incorporated, a Fortune 500 global leader in the design and
manufacturing of propulsion and energy-management solutions for the mobility industry. Prior to this role, Foster was Senior Vice President and Chief Commercial, Marketing and Communications Officer for Dana. Throughout his 30-year career,
Foster also held senior executive commercial and operational roles at Johnson Controls, Inc., and Adient, where he was a driving force behind the respective company’s
global growth and product portfolio expansion.
“Byron is a respected leader in the transportation industry, who will bring tremendous experience to the Board having led complex global industrial businesses focused on growth, profitability and technical
innovation in clean energy solutions,” said Wabtec Chairman Al Neupaver. “With his management background in operations, engineering, marketing, and supply chain, Byron will help further strengthen Wabtec’s leadership across the rail sector."
About Wabtec
Wabtec Corporation (NYSE: WAB) is focused on creating transportation solutions that move and improve the world. The company is a leading global provider of equipment, systems, digital solutions and
value-added services for the freight and transit rail industries, as well as the mining, marine and industrial markets. Wabtec has been a leader in the rail industry for over 150 years and has a vision to achieve a low- to zero-emission rail system
in the U.S. and worldwide. The company has approximately 27,000 employees located at facilities in 50 countries throughout the world. Visit Wabtec’s website at: www.wabteccorp.com.
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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