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 20, 2024 (May 16, 2024)
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or other Jurisdiction
of Incorporation)
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033-90866
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25-1615902
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(Commission File No.)
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(I.R.S. Employer Identification No.)
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30 Isabella Street
Pittsburgh, Pennsylvania
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15212
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(Address of Principal Executive Offices)
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(Zip Code)
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(412) 825-1000
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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 (see General Instruction A.2.):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a–12 under the Exchange Act (17 CFR 240.14a–12)
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Pre–commencement communications pursuant to Rule 14d–2(b) under the Exchange Act (17 CFR 240.14d–2(b))
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Pre–commencement communications pursuant to Rule 13e–4(c) under the Exchange Act (17 CFR 240.13e–4(c))
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Securities registered pursuant to Section 12(b) of the Exchange Act:
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Title of Each Class
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Trading
Symbol
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Name of Each Exchange
on Which Registered
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Common Stock, $0.01 par value per share
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WAB
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New York Stock Exchange
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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. ☐
| Item 5.07. |
Submission of Matters to a Vote of Security Holders.
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At the 2024 Annual Meeting of Stockholders of the Company held on May 16, 2024 (the “Annual Meeting”), 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, dated April 4, 2024.
The final voting results are as follows:
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1.
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The election of three directors for a three-year term expiring in 2027:
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For
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Against
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Abstained
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Broker Non-
Votes
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Linda A. Harty
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139,291,706
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12,663,786
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138,031
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7,908,496
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Brian P. Hehir
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135,903,336
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16,065,824
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124,363
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7,908,496
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Beverley A. Babcock
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148,899,319
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3,088,128
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106,076
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7,908,496
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2.
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The approval of an advisory (non-binding) resolution relating to 2023 named executive officer compensation.
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For
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Against
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Abstained
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Broker Non-Votes
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145,314,939
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6,639,909
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138,675
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7,908,496
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3.
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Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for
fiscal year 2024.
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For
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Against
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Abstained
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151,508,538
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8,377,954
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115,527
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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WESTINGHOUSE AIR BRAKE
TECHNOLOGIES CORPORATION
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By:
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David L. DeNinno
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Executive Vice President, General
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Counsel and Secretary
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Date: May 20, 2024
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