Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
WAB > SEC Filings for WAB > Form 8-K on 19-May-2014All Recent SEC Filings

Show all filings for WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP

Form 8-K for WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP


19-May-2014

Change in Directors or Principal Officers, Amendments to


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 14, 2014, the Board of Directors (the "Board") of Westinghouse Air Brake Technologies Corporation (the "Company") appointed Albert J. Neupaver to the position of Executive Chairman and Raymond T. Betler to the position of President and Chief Executive Officer. Mr. Betler was also appointed to the Board with a term expiring in 2017. Mr. Neupaver was previously Chairman and Chief Executive Officer, and Mr. Betler was previously President and Chief Operating Officer. The information required by Item 5.02(c)(2) and (d) is incorporated by reference herein from the Company's Proxy Statement for the Annual Meeting of Stockholders, dated April 3, 2014.

In connection with Mr. Betler's appointment, the Board increased Mr. Betler's base salary by $100,000. Additionally, the Board granted to Mr. Betler a one-time award of 10,000 restricted shares of the Company's common stock under the Company's 2011 Stock Incentive Plan, and all of such shares will cliff vest on May 14, 2018. Mr. Betler's grant was made pursuant to a Restricted Stock Agreement, the form of which was previously filed by the Company with the Securities and Exchange Commission as Exhibit 10.7 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and is incorporated herein by reference.

Reference is made to the Press Release filed as Exhibit 99.1 to this Form 8-K which is incorporated herein by reference.



Item 5.03. Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.

Effective May 14, 2014, the Board adopted an amendment (the "Amendment") to
Section 3(iv) of Article II of the By-laws of the Company to provide that holders of not less than twenty-five percent (25%) of the shares of capital stock of the Company issued and outstanding and entitled to vote have the right to call a special meeting of stockholders. Previously, Section 3(iv) of Article II of the By-laws provided that a special meeting could be called by stockholders owning a majority of the capital stock of the Company issued and outstanding and entitled to vote.

The foregoing summary of the Amendment is qualified in entirety by reference to the complete text of the Amended By-Laws of the Company, effective May 14, 2014, filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.



Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders of the Company on May 14, 2014, management proposals 1, 2, and 3 were approved. The proposals below are described in detail in the Company's Proxy Statement for the Annual Meeting of Stockholders, dated April 3, 2014.

The final results are as follows:

1. The election of three directors for a three-year term expiring in 2017:

      Name of Director       Votes For        Votes Withheld       Broker Non-Votes
      Emilio A. Fernandez     78,708,009            3,759,054              7,297,226
      Lee B. Foster, II       80,573,977            1,887,086              7,297,226
      Gary C. Valade          81,180,608            1,280,455              7,297,226

Continuing as directors, with terms expiring in 2015, are Brian P. Hehir, Michael W. D. Howell and Nicholas W. Vande Steeg.

Continuing as directors, with terms expiring in 2016, are Robert J. Brooks, William E. Kassling and Albert J. Neupaver.

2. The approval of an advisory (non-binding) resolution relating to 2013 named executive officers compensation:

For Against Abstained Broker Non-Votes 80,344,464 1,710,828 405,771 7,297,226

3. Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2014:

For Against Abstained Broker Non-Votes 87,818,291 1,623,725 316,273 0



Item 8.01. Other Events.

On May 14, 2014, the Board of Directors also increased the Company's regular quarterly dividend to 6 cents per share of common stock from 4 cents per share of common stock. The new dividend rate will be payable initially on August 29, 2014 to shareholders of record as of August 15, 2014. Reference is made to the Press Release filed as Exhibit 99.2 to this Form 8-K which is incorporated herein by reference.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed with this report on Form 8-K:

Exhibit
  No.                                     Description

 3.2         Amended By-laws of the Company, effective May 14, 2014.

10.7         Form of Restricted Stock Agreement (previously filed as an exhibit to
             the Company's Annual Report on Form 10-K (File No. 033-90866) filed on
             February 22, 2013).

99.1         Press release dated May 14, 2014.

99.2         Press release dated May 14, 2014.


  Add WAB to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for WAB - All Recent SEC Filings
Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.