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): December 11, 2014 (December 5, 2014)

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
2770 Research Drive Rochester Hills, MI	48309-3511
(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.

Appointment of New Director

On December 5, 2014, the Board of Directors (“Board”) of WABCO Holdings, Inc. (the “Company”) appointed David N. (“Nick”) Reilly, CBE to the Board, effective immediately. Mr. Reilly was appointed as a Class II director in the Company’s classified Board. The Class II directors will be up for re-election at the Company’s 2015 annual shareholders’ meeting. Mr. Reilly will be entitled to all of the elements of the Company’s current compensation program for non-management directors, which includes an annual retainer of $155,000, of which $65,000 is paid in cash on a quarterly basis and the remaining $90,000 is paid in the form of deferred stock units. In addition, as with all newly-elected non-management directors, Mr. Reilly received on December 5, 2014 an initial grant of deferred stock units equivalent in value to $50,000 based on the closing price of the Company’s common stock on December 4, 2014.

Appointment of Interim Controller

On December 5, 2014, the Board appointed Robert W. Farrell to serve as Vice President and Interim Controller while the Company seeks a full-time replacement for Jason Campbell, who resigned from the Company on December 5, 2014 for family reasons. Mr. Farrell, 67, served as the Company’s Vice President of Finance, Americas and M&A from March 2013 until his retirement from the Company on August 28, 2014. Prior to that position, Mr. Farrell served as the Company’s Vice President and General Auditor from July 2007. The Company has entered into a Consulting Agreement with Mr. Farrell that provides Mr. Farrell with compensation equal to $400,000 on an annualized basis and reimbursement of expenses.

Resignation of Jason Campbell

On December 5, 2014, Jason Campbell, Vice President and Controller, resigned from the Company for family reasons.

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 Relating to Appointment of Nick Reilly dated December 11, 2014

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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: December 11, 2014	WABCO HOLDINGS INC.
	By:	/S/    VINCENT PICKERING
	Name:	Vincent Pickering
	Title:	Chief Legal Officer and Secretary

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Exhibit Index

Exhibit No.	Description of Document
99.1	Press Release dated December 11, 2014

EX-99.1

Exhibit 99.1

WABCO Appoints Nick Reilly to Board of Directors, Further Strengthening

Board’s Global Automotive Expertise

BRUSSELS, Belgium, December 11, 2014 – WABCO Holdings Inc. (NYSE: WBC), a leading global supplier of technologies to improve the safety and efficiency of commercial vehicles, today announced that it has appointed Nick Reilly to its board of directors. Mr. Reilly’s appointment took effect on December 5, 2014.

Mr. Reilly brings to WABCO nearly 40 years of experience working in the global automotive industry. Most recently, he served as strategic advisor to three automotive suppliers in Korea, the U.S. and Ukraine. Before then, Mr. Reilly held international executive roles with General Motors (GM) in Europe, North America and Asia for 35 years, including President of GM Europe from 2009 through 2012. Prior to his tenure with the U.S. automaker, he worked for eight years in finance and the investment community.
Mr. Reilly holds degrees in economics from the University of Cambridge, Cambridge, United Kingdom.

“Nick brings a wealth of global automotive industry expertise and sound strategic counsel to WABCO’s board as we continue to master the challenges and capitalize on the significant opportunities of the global commercial vehicle industry,” said Jacques Esculier, WABCO Chairman and Chief Executive Officer. “His appointment will further strengthen our board as we maintain market leadership through our proven three-pillar strategy of technology leadership, globalization and excellence in execution.”

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Press Photo/Caption: WABCO appointed Nick Reilly to its board of directors. He brings to WABCO nearly 40 years of experience working in the global automotive industry.

About WABCO

WABCO (NYSE: WBC) is a leading global supplier of technologies and control systems for the safety and efficiency of commercial vehicles. Founded nearly 150 years ago, WABCO continues to pioneer breakthrough electronic, mechanical and mechatronic technologies for braking, stability and transmission automation systems supplied to the world’s leading commercial truck, bus and trailer manufacturers. With sales of $2.7 billion in 2013, 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, our ability to successfully integrate any acquired businesses or our acquired businesses not performing as planned and the other risks and uncertainties described in the

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“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, investors and analysts contact

Christian Fife, +1 732 369 7465, christian.fife@wabco-auto.com

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