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 17, 2013
FREIGHTCAR AMERICA, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 000-51237 | 25-1837219 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification 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)) |
Section 5 – Corporate Governance and Management
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting of Stockholders on May 17, 2013. 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 |
9,675,027 | 242,701 | — | 1,224,306 | ||||||||||||
| Andrew B. Schmitt |
9,703,143 | 214,585 | — | 1,224,306 | ||||||||||||
| Edward J. Whalen |
9,702,388 | 215,340 | — | 1,224,306 | ||||||||||||
| 2. | Advisory Vote on Executive Compensation |
| For |
9,771,191 | |||
| Against |
133,569 | |||
| Abstain |
12,968 | |||
| Broker Non-Votes |
1,224,306 |
| 3. | Approval of Amendment and Restatement of the FreightCar America, Inc. 2005 Long Term Incentive Plan |
| For |
8,703,049 | |||
| Against |
1,203,817 | |||
| Abstain |
10,862 | |||
| Broker Non-Votes |
1,224,306 |
| 4. | Ratification of Appointment of Independent Registered Public Accounting Firm |
| For |
11,117,199 | |||
| Against |
15,242 | |||
| Abstain |
9,593 |
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 22, 2013 | By: | /s/ Kathleen M. Boege | ||||||
| Name: | Kathleen M. Boege | |||||||
| Title: | General Counsel and Corporate Secretary | |||||||