Westinghouse Air Brake Technologies 8-K 2025-05-15

Filed 2025-05-19. 1 sections, 4K characters. Original on sec.gov · Markdown · JSON

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 15, 2025

WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or other Jurisdiction

of Incorporation)

033-90866		25-1615902
(Commission File No.)		(I.R.S. Employer Identification No.)

30 Isabella Street Pittsburgh, Pennsylvania		15212
(Address of Principal Executive Offices)		(Zip Code)

(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.):

☐	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 Exchange Act:

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common Stock, $0.01 par value per share		WAB		New York Stock Exchange

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.

At the 2025 Annual Meeting of Stockholders of the Company held on May 15, 2025 (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 3, 2025.

The final voting results are as follows:

The election of three directors for a three-year term expiring in 2028:

Name of Director	For	Against	Abstained	Broker Non-Votes
Ann R. Klee	127,130,218	21,294,303	164,433	6,552,195
Albert J. Neupaver	134,975,128	13,493,652	120,174	6,552,195
Juan Perez	146,224,895	2,265,128	98,931	6,552,195

The approval of an advisory (non-binding) resolution relating to 2024 named executive officer compensation.

For	Against	Abstained	Broker Non-Votes
138,207,813	8,829,326	1,551,815	6,552,195

Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the 2025 fiscal year.

For	Against	Abstained	Broker Non-Votes
141,255,743	13,759,020	126,386	N/A

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.

	WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

	By:	/s/ David L. DeNinno

		David L. DeNinno
		Executive Vice President, General
		Counsel and Secretary

Date: May 16, 2025