FreightCar America Reports Board, Compensation, and Shareholder Votes
Ticker: RAIL · Form: 8-K · Filed: May 20, 2024 · CIK: 1320854
Sentiment: neutral
Topics: corporate-governance, executive-compensation, shareholder-vote
TL;DR
FreightCar America filed an 8-K detailing board changes, exec comp, and shareholder votes.
AI Summary
FreightCar America, Inc. announced on May 14, 2024, changes in its board of directors and executive compensation arrangements. The company also reported on matters submitted to a vote of security holders and filed financial statements and exhibits. These events are detailed in their Form 8-K filing.
Why It Matters
Changes in board composition and executive compensation can signal shifts in company strategy or governance, while shareholder votes directly impact corporate decisions.
Risk Assessment
Risk Level: low — This filing is a routine disclosure of corporate governance and financial information, not indicating immediate operational or financial distress.
Key Players & Entities
- FreightCar America, Inc. (company) — Registrant
- May 14, 2024 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of Incorporation
- Chicago, Illinois (location) — Principal Executive Offices
FAQ
What specific items were reported under "Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers"?
The filing indicates that these matters were reported, but the specific details of director departures, elections, appointments, and compensation arrangements are not provided in the provided text snippet.
What was the date of the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on May 14, 2024.
What is the principal executive office address for FreightCar America, Inc.?
The principal executive office address for FreightCar America, Inc. is 125 S. Wacker Drive, Suite 1500, Chicago, Illinois 60606.
What is the Commission File Number for FreightCar America, Inc.?
The Commission File Number for FreightCar America, Inc. is 000-51237.
What are the other items of information included in this 8-K filing besides director and officer changes?
In addition to changes related to directors and officers, the filing also includes "Submission of Matters to a Vote of Security Holders" and "Financial Statements and Exhibits."
Filing Stats: 924 words · 4 min read · ~3 pages · Grade level 11.8 · Accepted 2024-05-20 16:27:10
Key Financial Figures
- $0.01 — ch registered Common Stock, par value $0.01 per share RAIL Nasdaq Global Market
Filing Documents
- rail-20240514.htm (8-K) — 65KB
- rail-ex10_1.htm (EX-10.1) — 13KB
- 0000950170-24-062428.txt ( ) — 203KB
- rail-20240514.xsd (EX-101.SCH) — 31KB
- rail-20240514_htm.xml (XML) — 5KB
07. Submission of Matters to a Vote of Security Holders
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: 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 Jos De Nigris Feln (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 E
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit 10.1 Amendment No. 3 to the FreightCar America, Inc. 2022 Long Term Incentive Plan. Exhibit 104 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. FREIGHTCAR AMERICA, INC. Date: May 20, 2024 By: /s/ Celia R. Perez Celia R. Perez VP, General Counsel & Corporate Secretary