UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
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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. ☐
Section 5 – Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 14, 2024, FreightCar America, Inc. (the “Company”) amended its 2022 long Term Incentive Plan (the “Plan Amendment”) to increase the number of shares authorized for issuance thereunder from (i) 4,796,901, which number includes 354,788 shares under the Corporation’s 2018 Long Term Incentive Plan, as amended and restated (the “2018 LTIP”), and the 2005 Long Term Incentive Plan, as amended and restated (the “2005 LTIP” and, together with the 2018 LTIP, the “Prior Plans”) that remained available for grant as of May 12, 2022, plus (ii) any shares remaining for grant under the Prior Plans subject to awards that, after May 12, 2022, were or are forfeited, terminated, lapsed or satisfied thereunder in cash or property other than shares, to (x) 7,796,901 shares, which number of shares includes the 354,788 shares carried over from the Prior Plans that remained available for grant as of May 12, 2022, plus (y) any shares remaining for grant under the Prior Plan subject to awards that, after May 12, 2022, were or are forfeited, terminated, lapsed or satisfied thereunder in cash or property other than shares.
The foregoing description of the Plan Amendment is qualified in its entirety by reference to such amendment, which is filed herewith as Exhibit 10.1.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 14, 2024. At the Annual Meeting, all director nominees were elected and proposals II, III and IV were each approved. The proposals are described in more detail in the Company’s definitive proxy statement for the Annual Meeting filed with the SEC on April 4, 2024 (the “Proxy Statement”). The final results are as follows:
Proposal I – Election of three Class I directors, each for a term of three years, and one Class III director for the two years remaining in the current Class III director term:
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NUMBER OF VOTES |
NUMBER OF VOTES |
NUMBER OF |
NUMBER OF BROKER |
DIRECTOR NOMINEE |
FOR |
AGAINST |
ABSTENTIONS |
NON-VOTES |
Malcolm F. Moore (Class I) |
9,207,364 |
511,962 |
224,515 |
3,245,837 |
José De Nigris Felán (Class I) |
9,562,630 |
157,490 |
223,721 |
3,245,837 |
Travis D. Kelly (Class I) |
9,431,647 |
138,069 |
374,125 |
3,245,837 |
Nicholas J. Randall (Class III) |
9,447,456 |
246,882 |
249,503 |
3,245,837 |
Proposal II – Approval, on a non-binding advisory basis, of the compensation of our named executive officers as described in the Proxy Statement:
NUMBER OF VOTES |
NUMBER OF VOTES |
NUMBER OF |
NUMBER OF BROKER |
FOR |
AGAINST |
ABSTENTIONS |
NON-VOTES |
8,680,763 |
1,202,588 |
60,490 |
3,245,837 |
Proposal III – Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2024:
NUMBER OF VOTES |
NUMBER OF VOTES |
NUMBER OF |
NUMBER OF BROKER |
FOR |
AGAINST |
ABSTENTIONS |
NON-VOTES |
13,113,306 |
56,087 |
20,285 |
0 |
Proposal IV – Approval of an increase in shares authorized under the Company’s 2022 Long Term Incentive Plan for general use:
NUMBER OF VOTES |
NUMBER OF VOTES |
NUMBER OF |
NUMBER OF BROKER |
FOR |
AGAINST |
ABSTENTIONS |
NON-VOTES |
8,084,338 |
1,542,583 |
316,920 |
3,245,837 |
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 10.1 |
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Amendment No. 3 to the FreightCar America, Inc. 2022 Long Term Incentive Plan. |
Exhibit 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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FREIGHTCAR AMERICA, INC. |
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Date: May 20, 2024 |
By: |
/s/ Celia R. Perez |
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Celia R. Perez |
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VP, General Counsel & Corporate Secretary |
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