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): March 21, 2016

WABCO HOLDINGS INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-33332	20-8481962
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
Chaussée 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 filing 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 March 21, 2016, Donald J. Stebbins delivered a letter to the Board of Directors (the “Board”) of WABCO Holdings Inc. (the “Company”) notifying the Board of his intention to resign from the Board, effective March 22, 2016.

(d) On March 22, 2016, the Board appointed Thomas S. Gross to the Board to replace Mr. Stebbins. Mr. Gross 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 (the “Audit Committee”). The Class III directors will be up for re-election at the Company’s 2016 annual shareholders’ meeting on May 26, 2016. Mr. Gross 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 $195,000, of which $80,000 is paid in cash on a quarterly basis and the remaining $115,000 is paid in the form of deferred stock units. In addition, as with all newly-elected non-management directors, Mr. Gross received 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 March 21, 2016.

A copy of the press release announcing Mr. Stebbins’s resignation from the Board and Mr. Gross’s appointment to the Board is attached to this Form 8-K as Exhibit 99.1.

Item 8.01. Other Events.

Prior to his resignation from the Board, Mr. Stebbins served on the Compensation, Nominating and Governance Committee of the Board (the “CNG Committee”). As Mr. Gross was appointed to the Audit Committee, the Board re-assigned David N. (“Nick”) Reilly from the Audit Committee to the CNG Committee, so that both committees consist of four independent directors.

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 March 24, 2016

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: March 24, 2016	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 March 24, 2016

EX-99.1

Exhibit 99.1

WABCO Appoints New Board Member; Thomas Gross Brings Strong Global

Supplier and Technology Perspective

BRUSSELS, Belgium, March 24, 2016 – WABCO Holdings Inc. (NYSE: WBC), a leading global supplier of technologies that improve the safety, efficiency and connectivity of commercial vehicles, today announced that it has appointed Thomas S. Gross to its board of directors. Mr. Gross’s appointment took effect on March 22, 2016. He also serves as a member of the Audit Committee.

Most recently, Mr. Gross served as Vice Chairman and Chief Operating Officer, Electrical Sector, at Eaton Corporation, a global technology leader in power management. Mr. Gross brings to WABCO over two decades of senior executive experience gained through businesses that supply technological solutions globally for a range of industrial power systems and controls. In his global leadership roles, in particular, he successfully identified worldwide synergies and achieved accelerated growth.

Mr. Gross is also a director of RPM International (NYSE: RPM), a world leader in specialty coatings and sealants. Previously, Mr. Gross served on the board of governors of the National Electrical Manufacturers Association in the United States.

Mr. Gross holds a Master of Business Administration degree from the University of Michigan and a Bachelor of Science degree from the University of Wisconsin, both located in the United States.

“Tom Gross’s global business expertise and technology-oriented counsel will further strengthen our board as we sustain WABCO’s market outperformance globally through our proven three-pillar strategy of technology leadership, globalization and excellence in execution,” said Jacques Esculier, WABCO Chairman and Chief Executive Officer.

Donald J. Stebbins, a member of WABCO’s board of directors since September 2007 and a member of the Compensation, Nominating and Governance Committee, has resigned, effective March 22, 2016.

“We express deep gratitude to Don Stebbins for his outstanding and longtime contribution to WABCO’s board, and we convey our best wishes as he continues his professional pursuits,” said Esculier.

About WABCO

WABCO (NYSE: WBC) is a leading global supplier of technologies and services that improve the safety, efficiency and connectivity of commercial vehicles. Founded nearly 150 years ago, WABCO continues to pioneer breakthrough innovations for advanced driver assistance, braking, stability control, suspension, transmission automation and aerodynamics. Partnering with the transportation industry as it maps a route toward autonomous driving, WABCO also uniquely connects trucks, trailers, drivers, cargo, and fleet operators through telematics, as well as advanced fleet management and mobile solutions.

WABCO is regularly recognized among “the best of the best” companies. Forbes named WABCO “America’s Best-Managed Capital Goods Company.” For four consecutive years, Institutional Investor named WABCO among the “Top 3” in its sector for “Best CEO.” WABCO reported sales of $2.6 billion in 2015. Headquartered in Brussels, Belgium, WABCO has 12,000 employees in 39 countries. 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, the outcome of any appeal by Belgium and/or the company of the European Commission’s decision to invalidate the Excess Profit Ruling Program, and, if the decision is not overturned, the methodology the Belgian tax authority employs to calculate the amount of the clawback, the company’s ability to claim alternative tax relief for prior and current periods, or the success of any other avenues the Company pursues to mitigate the impact of the European Commission’s decision, 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