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): July 20, 2015 (July 14, 2015)

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 la Hulpe 166, 1170 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.

(b) On July 14, 2015, Kenneth J. Martin delivered a letter to the Board of Directors (the “Board”) of WABCO Holdings Inc. (the “Company”) notifying the Board of his intention to retire from the Board, effective October 1, 2015.

(d) On July 20, 2015, the Board increased the size of the Board from nine (9) to ten (10) directors and appointed Henry R. Keizer to the Board to fill the vacancy resulting from such increase, effective immediately. Mr. Keizer will be a Class III director on the Company’s classified Board and will serve as a member of the Audit Committee of the Board, effective immediately, and as Chair of the Audit Committee, effective October 1, 2015. The Class III directors will be up for re-election at the Company’s 2016 annual shareholders’ meeting. Mr. Keizer 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. Mr. Keizer will receive an additional annual cash retainer of $15,000 for serving as the Audit Committee Chair, effective October 1, 2015. In addition, as with all newly-elected non-management directors, Mr. Keizer will be entitled to receive 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 July 17, 2015.

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 July 20, 2015

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: July 20, 2015	WABCO HOLDINGS INC.
	By:	/S/    LISA BROWN
	Name:	Lisa Brown
	Title:	Vice President, Legal and Secretary

Exhibit Index

Exhibit No.	Description of Document
99.1	Press Release dated July 20, 2015

EX-99.1

Exhibit 99.1

WABCO Appoints New Board Member; Henry Keizer Brings Strong Global Industry Perspective and Financial Expertise

BRUSSELS, Belgium, July 20, 2015 – WABCO Holdings Inc. (NYSE: WBC), a leading innovator and global supplier of technologies that improve the safety and efficiency of commercial vehicles, today announced that it has appointed Henry R. Keizer to its board of directors. Mr. Keizer’s appointment will take effect today. In addition, he will take on the role of Chair of the Audit Committee effective October 1, 2015.

Most recently, Mr. Keizer served as Deputy Chairman and Chief Operating Officer of KPMG LLP, one of the world’s largest accounting and professional services firms. Mr. Keizer contributes to WABCO more than 35 years of broad global industry experience gained through advising clients in diverse sectors, including finance, manufacturing and technology. During his 35 years at KPMG, Mr. Keizer fulfilled a range of senior executive leadership roles, including Global Head of Audit at KPMGI, a consortium of more than 100 KPMG firms operating in over 140 countries. Mr. Keizer holds a bachelor’s degree in accounting, summa cum laude, from Montclair State University, New Jersey, U.S.A.

“Henry Keizer’s strategic global business acumen and profound financial counsel will further strengthen our board as we continue WABCO’s global market outperformance through our proven three-pillar strategy of technology leadership, globalization and excellence in execution,” said Jacques Esculier, WABCO Chairman and Chief Executive Officer.

Kenneth J. Martin, a member of WABCO’s board of directors since July 2007 and currently Chair of the Audit Committee, will retire on October 1, 2015.

“We also convey our deep gratitude to Ken Martin for his superb contribution to WABCO’s board over the past eight years, and we wish him all the best for the future,” said Esculier.

Press Photo / Caption

WABCO appointed Henry R. Keizer to its board of directors. He has over 35 years of global industry experience gained in finance, manufacturing and technology, among other sectors.

About WABCO

WABCO (NYSE: WBC) is a leading innovator and global supplier of technologies that improve the safety and efficiency of commercial vehicles. Founded nearly 150 years ago, WABCO continues to pioneer breakthrough products and systems for braking, stability, suspension, transmission automation, and aerodynamics. Today, all of the world’s leading truck, bus and trailer manufacturers have WABCO technologies onboard. In addition, WABCO provides the industry with advanced fleet management solutions and aftermarket services. WABCO reported sales of $2.9 billion in 2014. The company is headquartered in Brussels, Belgium, and has 11,000 employees worldwide. 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 “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