FreightCar America, Inc. Announces Annual Meeting of Stockholders on May 14, 2024
Ticker: RAIL · Form: DEF 14A · Filed: Apr 4, 2024 · CIK: 1320854
Sentiment: neutral
Topics: Proxy Statement, Annual Meeting, Executive Compensation, Director Elections, Auditor Ratification
TL;DR
<b>FreightCar America, Inc. will hold its virtual Annual Meeting of Stockholders on May 14, 2024, to vote on director elections, executive compensation, auditor ratification, and equity plan amendments.</b>
AI Summary
FreightCar America, Inc. (RAIL) filed a Proxy Statement (DEF 14A) with the SEC on April 4, 2024. Annual Meeting of Stockholders to be held virtually on May 14, 2024, at 10:00 a.m. CT. Key agenda items include election of directors, advisory vote on executive compensation, ratification of independent auditors, and approval of an increase in shares under the 2022 Long Term Incentive Plan. Stockholders of record as of March 20, 2024, are entitled to vote. The company will make its proxy statement and 2023 Annual Report on Form 10-K available on or about April 4, 2024. Grant Thornton LLP is proposed for ratification as the independent registered public accounting firm for fiscal year 2024.
Why It Matters
For investors and stakeholders tracking FreightCar America, Inc., this filing contains several important signals. This filing is a proxy statement, indicating key corporate governance decisions and shareholder votes are upcoming. The virtual format suggests a focus on accessibility and potentially cost-efficiency for the meeting.
Risk Assessment
Risk Level: low — FreightCar America, Inc. shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting, with no immediate financial or operational red flags.
Analyst Insight
Review the proxy materials to understand the proposed director nominees, executive compensation details, and the proposed increase in equity awards.
Key Numbers
- May 14, 2024 — Annual Meeting Date (FreightCar America, Inc. Annual Meeting of Stockholders)
- 10:00 a.m. CT — Meeting Time (FreightCar America, Inc. Annual Meeting of Stockholders)
- March 20, 2024 — Record Date (Stockholders entitled to vote)
- April 4, 2024 — Proxy Material Availability Date (Proxy statement and 2023 Annual Report on Form 10-K)
- 3 — Directors to be Elected (Class I directors)
- 1 — Director to be Elected (Class III director)
Key Players & Entities
- FreightCar America, Inc. (company) — Registrant
- Grant Thornton LLP (company) — Independent registered public accounting firm
- May 14, 2024 (date) — Annual Meeting date
- March 20, 2024 (date) — Record date for voting eligibility
- April 4, 2024 (date) — Date proxy materials will be made available
- 2022 Long Term Incentive Plan (plan) — Equity plan for which share increase is proposed
FAQ
When did FreightCar America, Inc. file this DEF 14A?
FreightCar America, Inc. filed this Proxy Statement (DEF 14A) with the SEC on April 4, 2024.
What is a DEF 14A filing?
A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by FreightCar America, Inc. (RAIL).
Where can I read the original DEF 14A filing from FreightCar America, Inc.?
You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by FreightCar America, Inc..
What are the key takeaways from FreightCar America, Inc.'s DEF 14A?
FreightCar America, Inc. filed this DEF 14A on April 4, 2024. Key takeaways: Annual Meeting of Stockholders to be held virtually on May 14, 2024, at 10:00 a.m. CT.. Key agenda items include election of directors, advisory vote on executive compensation, ratification of independent auditors, and approval of an increase in shares under the 2022 Long Term Incentive Plan.. Stockholders of record as of March 20, 2024, are entitled to vote..
Is FreightCar America, Inc. a risky investment based on this filing?
Based on this DEF 14A, FreightCar America, Inc. presents a relatively low-risk profile. The filing is a routine proxy statement for an annual meeting, with no immediate financial or operational red flags.
What should investors do after reading FreightCar America, Inc.'s DEF 14A?
Review the proxy materials to understand the proposed director nominees, executive compensation details, and the proposed increase in equity awards. The overall sentiment from this filing is neutral.
How does FreightCar America, Inc. compare to its industry peers?
FreightCar America, Inc. operates in the railroad equipment manufacturing industry. This filing is a routine proxy statement for its annual shareholder meeting.
Are there regulatory concerns for FreightCar America, Inc.?
The filing is made pursuant to Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies from shareholders.
Risk Factors
- Proxy Statement Filing [low — regulatory]: The filing of a DEF 14A (Definitive Proxy Statement) is a standard regulatory requirement for public companies holding annual meetings.
Industry Context
FreightCar America, Inc. operates in the railroad equipment manufacturing industry. This filing is a routine proxy statement for its annual shareholder meeting.
Regulatory Implications
The filing is made pursuant to Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies from shareholders.
What Investors Should Do
- Review the list of director nominees and their qualifications.
- Analyze the advisory vote proposal on Named Executive Officer compensation.
- Understand the details of the proposed increase in authorized shares for the 2022 Long Term Incentive Plan.
Key Dates
- 2024-05-14: Annual Meeting of Stockholders — Key date for shareholder voting on corporate matters.
- 2024-03-20: Record Date — Determines which shareholders are eligible to vote at the Annual Meeting.
- 2024-04-04: Proxy Materials Distribution — Date when proxy statement and annual report become available to shareholders.
Year-Over-Year Comparison
This is a DEF 14A filing, which is a proxy statement for the upcoming annual meeting. It does not contain financial results from a previous filing period.
Filing Stats: 4,652 words · 19 min read · ~16 pages · Grade level 14 · Accepted 2024-04-04 16:01:28
Key Financial Figures
- $0.10 — exhibits). Upon request and payment of $0.10 (ten cents) per page, copies of any exh
- $10,500 — f solicitation, including a base fee of $10,500 and reasonable out-of-pocket expenses t
Filing Documents
- tm242977d1_def14a.htm (DEF 14A) — 598KB
- image_004.jpg (GRAPHIC) — 105KB
- image_005.jpg (GRAPHIC) — 76KB
- tm242977d1_def14aimg001.jpg (GRAPHIC) — 46KB
- tm242977d1_def14aimg002.jpg (GRAPHIC) — 43KB
- 0001104659-24-043615.txt ( ) — 971KB
Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Certain Beneficial Owners and Management 24 Delinquent Section 16(a) Reports 26 EXECUTIVE OFFICERS 26 COMPENSATION OVERVIEW 27 Executive Summary 28 Compensation Committee’s Processes and Procedures for Consideration 28 General Authorities and Responsibilities 28 Oversight of Compensation Plans 29 Compensation Consultant 29 Compensation Philosophy and Objectives 29 Elements of Executive Compensation 30 Base Salary 30 Annual Cash Incentive Awards 31 Long-Term Incentive Awards 31 Equity Compensation Plan Information 32 Retirement and Pension Benefits 32 Change in Control and Post-Employment Benefits 32 Severance Arrangements 32 Executive Severance Plan 33 Enhanced Severance Plan 33 Employment Agreements and Other Arrangements for NEOs 34 Stock Ownership Guidelines 35
Executive Compensation Recovery Policy (“Clawback Policy”)
Executive Compensation Recovery Policy (“Clawback Policy”) 35 Company Insider Trading Policy 35
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION 36 Summary Compensation Table 36 Supplemental Narrative to Summary Compensation Table 37 Outstanding Equity Awards at 2023 Fiscal Year-End 37 Potential Payments upon Termination or Change in Control 38 Pay vs. Performance 38 DIRECTOR COMPENSATION 40 2023 Director Compensation Table 41 Stock Ownership Guidelines 42 FEES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND AUDIT COMMITTEE REPORT 42 ii Fees Billed by Independent Registered Public Accounting Firm 42 Report of the Audit Committee 43 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 44 2025 ANNUAL MEETING OF STOCKHOLDERS 44 “HOUSEHOLDING” OF PROXY MATERIALS 45 APPENDIX A A-1 iii FREIGHTCAR AMERICA, INC. 125 South Wacker Drive, Suite 1500 Chicago, Illinois 60606 PROXY STATEMENT The board of directors (the “Board”) of FreightCar America, Inc. (“FreightCar America” or the “Company”) is asking for your proxy for use at the annual meeting of our stockholders to be held in virtual format at 10:00 a.m. (Central Time) on May 14, 2024 at www.meetnow.global/MRLY49Q (the “Annual Meeting”). The Annual Meeting will be held in virtual format only, via live webcast on the Internet, with no physical, in-person meeting. Please allow ample time to check-in prior to the Annual Meeting start time. We are initially mailing a Notice of Internet Availability and making available this proxy statement (the “Proxy Statement”) together with a proxy card (the “Proxy Card”) to our stockholders on or about April 4, 2023. ABOUT THE MEETING What is the purpose of the Annual Meeting? At the Annual Meeting, stockholders will act upon the matters outlined in the accompanying notice of annual meeting, and such other business as may properly come before the meeting, including (i) the election of three directors who have been nominated for election as Class I directors, each for