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Section 1: 8-K (FORM 8-K)



Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 9, 2019



(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)


Two North Riverside Plaza, Suite 1300  
Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)


(800) 458-2235

(Registrant’s telephone number, including area code)



(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))


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. ☐


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





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 9, 2019. 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
William D. Gehl (Class II) 7,592,389 1,410,190 1,871,866
Andrew B. Schmitt (Class II) 7,972,277 1,030,302 1,871,866


2.Advisory Vote on Executive Compensation


For 8,424,418
Against 380,963
Abstain 197,198
Broker Non-Votes 1,871,866


3.Ratification of Appointment of Independent Registered Public Accounting Firm


For 10,593,268
Against 91,072
Abstain 190,105








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 10, 2019 By:      /s/ Georgia L. Vlamis
    Name:   Georgia L. Vlamis
    Title: Vice President, General Counsel, Corporate
Secretary and Human Resources








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