FreightCar America, Inc.

Regulatory Filings • May 14, 2018

8-K 1 f8k_051418.htm 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 10, 2018

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)

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)

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))

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 o

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. o

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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 10, 2018. 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
James D. Cirar (Class I)	9,259,332	339,483	—	1,723,737
Malcolm F. Moore (Class I)	8,886,243	712,572	—	1,723,737
James R. Meyer (Class III)	9,388,934	209,881	—	1,723,737

1. Advisory Vote on Executive Compensation

For	9,199,024
Against	277,817
Abstain	121,974
Broker Non-Votes	1,723,737

1. Approval of FreightCar America, Inc. 2018 Long Term Incentive Plan

For	6,536,249
Against	3,048,075
Abstain	14,491
Broker Non-Votes	1,723,737

1. Ratification of Appointment of Independent Registered Public Accounting Firm

For	11,252,729
Against	48,026
Abstain	21,797

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