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Section 1: 8-K (FORM 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): 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, 2020By: /s/ Georgia L. Vlamis
   Name: Georgia L. Vlamis
  Title: Vice President, General Counsel, Corporate Secretary and Human Resources

 

 

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