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): October 24, 2011 (October 18, 2011)

WABCO HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware	1-33332	20-8481962
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Chaussee de Wavre, 1789 1160 Brussels, Belgium One Centennial Avenue, P.O. Box 6820, Piscataway, NJ	08855-6820
(Address of principal executive offices)	(zip code)

Registrant’s telephone number, including area code: 32-2-663-9-800

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ 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)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) As disclosed in the Company’s press release on October 21, 2011, the Board of Directors (“Board”), on October 18, 2011 elected Mary L. Petrovich to the Board, filling a vacancy resulting from an increase in the size of the Board to nine members. Ms. Petrovich’s appointment will be effective November 1, 2011, and she will serve on the Audit Committee.

As a member of the Board, Ms. Petrovich will receive the following pursuant to the Company’s current director compensation policy:

• An initial retainer of $50,000 paid in the form of deferred stock units;

• An annual retainer of $110,000, which shall be paid part in cash ($55,000 payable in four equal quarterly installments) and part in the form of deferred stock units ($55,000); and

• Meeting fees of $1,500 per day for in-person meetings and $750 for each telephonic board meeting.

Ms. Petrovich will also be entitled to the reimbursement of travel expenses; travel insurance; coverage under the Company’s Director and Officer Insurance Policy. Ms. Petrovich will also receive a contractual indemnification agreement, which the Company provides to all of its directors and executive officers.

(e) On October 18, 2011, the Board approved an incentive pay recoupment policy (“Clawback Policy”). The Clawback Policy will require the Company to recover from any current or former executive officer, as defined in Rule 3b-7 under the Securities Exchange Act of 1934, as amended, any compensation received under the Company’s 2012 Annual Incentive Plan, assuming such compensation was received by such executive officer during the three-year period preceding the date by which the Company files an accounting restatement due to material non-compliance with any financial reporting requirement under the federal securities laws. The amount to be recovered is the difference, if any, between what such executive officer received and what such executive officer would have received had the financial measures against which payments were calculated been impacted by the accounting restatement. Under the Clawback Policy, the Company’s board of directors, based upon recommendations from the Compensation, Nominating and Governance Committee, shall enforce the Clawback Policy and shall have the discretion to determine how much will be recouped from such executive officer.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are furnished as part of this Report to the extent described in Item 5.02.

Exhibit No.	Description of Document
99.1	Press Release dated October 21, 2011

1

SIGNATURES

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.

Date: October 24, 2011	WABCO HOLDINGS INC.
	By:	/S/    VINCENT PICKERING
	Name:	Vincent Pickering
	Title:	Chief Legal Officer and Secretary

2

Exhibit Index

Exhibit No.	Description of Document
99.1	Press Release dated October 21, 2011

3

EX-99.1

WABCO Appoints Mary Petrovich to Board of Directors, Further Diversifying

Board’s Experience

BRUSSELS, Belgium, October 21, 2011 – WABCO Holdings Inc. (NYSE: WBC), a global technology leader and tier-one supplier to the commercial vehicle industry, today announced that on October 18, 2011 its board of directors increased the size of the board to nine members and appointed Mary L. Petrovich to fill the new position. Ms Petrovich’s appointment is effective as of November 1, 2011, and she will serve on the board’s Audit Committee.

Ms Petrovich is former Chairman and Chief Executive Officer of AxleTech International, a leading global supplier of off-highway and specialty vehicle drivetrain technology, which is a General Dynamics company (NYSE: GD). Presently, Ms Petrovich is a director at three companies: Woodward (NASDAQ: WWD), a leading manufacturer and service provider of energy controls for global infrastructure equipment; GT Advanced Technologies (NASDAQ: GTAT), a global provider of technology and materials for the solar, LED and other specialty markets; and Modine Manufacturing Company (NYSE: MOD), a global provider of thermal management technology and systems.

“This appointment will further diversify our board’s global experience as we continue to pursue our three-pillar strategy of technology leadership, globalization and excellence in execution,” said Jacques Esculier, WABCO Chairman and Chief Executive Officer. “Mary Petrovich has broad understanding of our industry and extensive experience with commercial vehicle technologies as we continue to globalize our passion for innovation.”

About WABCO

WABCO (NYSE: WBC) is a leading global supplier of technologies and control systems for the safety and efficiency of commercial vehicles. For over 140 years, WABCO has pioneered breakthrough electronic, mechanical and mechatronic technologies for braking, stability and transmission automation systems supplied to the world’s leading commercial truck, trailer and bus manufacturers. With sales of $2.2 billion in 2010, WABCO is headquartered in Brussels, Belgium. For more information, visit www.wabco-auto.com

Forward-Looking Statements

This document contains certain “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995 that are based on management’s good faith expectations and beliefs concerning future developments. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “strategies,” “prospects,” “intends,” “projects,” “estimates,” “plans,” “may increase,” “may fluctuate,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could” are generally forward looking in nature and not historical facts. Actual results may differ materially from these expectations as a result of many factors. These factors include, but are not limited to, the actual level of commercial vehicle production in our end markets, adverse developments in the business of our key customers, pricing changes to our supplies or products, and the other risks and uncertainties described in the “Risk Factors” section and the “Information Concerning Forward Looking Statements” section of WABCO’s Form 10-K, as well as in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Information Concerning Forward Looking Statements” section of WABCO’s Form 10-Q Quarterly Reports. WABCO does not undertake any obligation to update such forward-looking statements. All market and industry data are based on company estimates.

Media contact

Tobias Mueller, +49 69 7191 6834, tobias.mueller@klenkhoursch.de

Investors and analysts contact

Jason Campbell, +1 732 369 7477, jason.campbell@wabco-auto.com