Wabtec Corporation - Westinghouse Air Brake Technologies Corporation

05/24/2022 | Press release | Distributed by Public on 05/24/2022 05:03

Management Change/Compensation - Form 8-K

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 23, 2022 (May 18, 2022)

WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or other Jurisdiction of Incorporation)

033-90866
25-1615902
(Commission File No.)
(I.R.S. Employer Identification No.)

30 Isabella Street
Pittsburgh, Pennsylvania
15212
(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.):

☐
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))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of Each Class
Trading
Symbol
Name of Each Exchange
on Which Registered
Common Stock, par value $0.01 per share
WAB
New York Stock Exchange

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 May 18, 2022, Mr. Lee B. Foster and Mr. Michael Howell, each a member of the Board of Directors (the "Board") of Westinghouse Air Brake Technologies Corporation (the "Company"), retired from the Board.

Item 5.07.
Submission of Matters to a Vote of Security Holders.

At the 2022 Annual Meeting of Stockholders of the Company held on May 18, 2022 (the "Annual Meeting"), 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, dated April 5, 2022.

The final voting results are as follows:

1.
The election of three directors for a three-year term expiring in 2025:

Name of Director
For
Withheld
Broker Non-Votes
William E. Kassling
146,023,936
10,464,502
7,464,093
Albert J. Neupaver
134,206,388
22,282,050
7,464,093
Ann R. Klee
136,094,919
20,393,519
7,464,093

2.
The approval of an advisory (non-binding) resolution relating to 2021 named executive officer compensation.

For
Against
Abstained
Broker Non-Votes
147,559,387
8,714,198
214,853
7,464,093

3.
Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2022.

For
Against
Abstained
Broker Non-Votes
160,737,300
3,138,084
77,147
0

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.

WESTINGHOUSE AIR BRAKE
TECHNOLOGIES CORPORATION
By:
/s/ David L. DeNinno

David L. DeNinno

Executive Vice President, General

Counsel and Secretary
Date: May 23,2022