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): May 14, 2020
FREIGHTCAR AMERICA, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 000-51237 | 25-1837219 |
| (State or other | (Commission File Number) | (IRS Employer |
| jurisdiction of | Identification | |
| incorporation) | Number) | |
| 125 South Wacker Drive, Suite 1500 | ||
| Chicago, Illinois | 60606 | |
| (Address of principal executive offices) | (Zip Code) |
(800) 458-2235
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | RAIL | Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 5 – Corporate Governance and Management
Item 5.07. Submission of Matters to a Vote of Security Holders.
FreightCar America, Inc. held its Annual Meeting of Stockholders on May 14, 2020. Set forth below are the voting results for each of the matters submitted to a vote of the stockholders.
| 1. | Election of Directors |
| For | Withheld | Abstain | Broker Non-Votes | |
| Elizabeth K. Arnold (Class III) | 6,485,867 | 778,847 | — | 2,888,050 |
| James R. Meyer (Class III) | 6,291,762 | 972,952 | — | 2,888,050 |
| 2. | Advisory Vote on Executive Compensation |
| For | 3,144,051 | ||
| Against | 3,628,333 | ||
| Abstain | 492,330 | ||
| Broker Non-Votes |
2,888,050
|
| 3. | Approval of the FreightCar America, Inc. 2018 Long-Term Incentive Plan (as amended and restated effective May 14, 2020) |
| For | 5,254,191 | ||
| Against | 1,936,900 | ||
| Abstain | 73,623 | ||
| Broker Non-Votes |
2,888,050
|
| 4. | Ratification of Appointment of Independent Registered Public Accounting Firm |
| For | 9,910,910 | ||
| Against | 205,334 | ||
| Abstain | 36,520 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| FreightCar America, Inc. | |||
| Date: May 18, 2020 | By: | /s/ Georgia L. Vlamis | |
| Name: | Georgia L. Vlamis | ||
| Title: | Vice President, General Counsel, Corporate Secretary and Human Resources | ||