NOTICE OF 2022 ANNUAL MEETING
Date, Time and Place
| | | • | | | May 15, 2020 11:30 a.m.
How to Vote:
You may vote while attending the virtual meeting or by proxy.
By Internet:
www.proxyvote.com
By Phone:
1-800-690-6903
By Mail:
completing, signing, dating and mailing a proxy card in the envelope provided
In Person:
You may vote while attending the virtual meeting or by proxy.
Please follow the instructions on your Notice. Please vote with respect to each Notice you receive. Your vote is very important.
| | | | | | | | | | | | | | •
| | | | | Wabtec Global Headquarters, When:
May 18, 2022
at 12:30 Isabella Street, Pittsburgh, Pennsylvania 15212p.m. ET | | | | | | Where:
www.virtual
shareholdermeeting.com/WAB2022 | | | | | | | | | | | | Purpose
| | | •
| | | Elect two directors for a term of three years
| Purpose | | | | | | | | | | Board
Recommendation | | | •Page
Reference | | Proposal 1 | | | Elect three directors for a term of three years | | | For ✔ | | | | | Proposal 2 | | | Approve an advisory (non-binding) resolution relating to the approval of 20192021 named executive officer compensation | | | | For ✔ | | | | | | | | | | •
| | | Approve the amendment of the 2011 Stock Incentive Plan to increase the number of shares available for awarding under the Plan
| | | | | | | | | | | •Proposal 3
| | | Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 20202022 fiscal year | | | | For ✔ | | | | | | | | •Misc. Other
| | | Conduct other business if properly raised | | | | NA | | | NA | | | | Procedures | | | •
| | | If you own stock directly, please vote by proxy over the Internet, by telephone or by requesting a proxy card. | | | | | | | | | | | •
| | | If you own stock through a bank, stockbroker or trustee, please vote by following the instructions included in the material that you receive from your bank, stockbroker or trustee. | | | | | Only stockholders of record on March 22, 2022 receive notice of, and may vote at, the meeting. | | | | | | | | | | | | •
| | | Only stockholders of record on March 17, 2020 receive notice of, and may vote at, the meeting.
| | | | | | | | | How to Vote: You may vote while attending the virtual meeting or by proxy. We recommend you vote by proxy even if you plan to attend the virtual meeting. You can change your vote at the virtual meeting if you are a stockholder whose shares are registered in your name. Your vote is important. If you are a stockholder whose shares are registered in your name, you may vote your shares at the virtual meeting or by one of the three following methods: | | Vote by Internet, by going to the website address www.proxyvote.com and following the instructions for Internet voting shown on the website. | | Vote by Telephone, by dialing 1-800-690-6903 and following the instructions for telephone voting shown on the proxy card. | | Vote by Proxy Card, by completing, signing, dating and mailing a proxy card in the envelope provided if you requested copies of these proxy materials. | | If you vote by Internet or telephone, you do not need to request a proxy card. | | Shares registered in your name are generally covered by one Notice. If you hold shares through someone else, such as a bank, stockbroker, or trustee, you will get a Notice from them asking you to vote. Please follow the instructions on their Notice. Please vote with respect to each Notice you receive. | | Your vote is important. Please vote over the Internet, by telephone or by requesting a proxy card. | | | | David L. DeNinno
Executive Vice President,
General Counsel and
Secretary | | April 5, 2022 | |
Your vote is important. Please vote over the Internet, by telephone or by requesting a proxy card.
 David L. DeNinno
Executive Vice President,
General Counsel and
Secretary
April 3, 2020
 l Proxy Statement for 2022 Annual Meeting | | | | |
TABLE OF CONTENTS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Wabtec Corp. l Proxy Statement for 2020 2022 Annual Meeting | | | i | |
TABLE OF CONTENTS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| | | Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
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TABLE OF CONTENTS
We have provided you this booklet and proxy materials on or about April 3, 20205, 2022 because the Board of Directors of Westinghouse Air Brake Technologies Corporation, doing business as Wabtec Corporation (“Wabtec” or the “Company”), is soliciting your proxy to vote at the Company’s 20202022 annual meeting of stockholders. Who May Voteis entitled to vote?StockholdersHolders of Wabtec as reflected in our stock records at the close of business on March 17, 2020 may vote. You have one vote for each share of Wabtec common stock you own.
You may vote in person at the meeting or by proxy. We recommend you vote by proxy even if you plan to attend the meeting. You can always change your vote at the meeting. Your vote is important.
If you are a stockholder whose shares are registered in your name, you may vote your shares in person at the meeting or by one of the three following methods:
Vote by Internet, by going to the website address www.proxyvote.com and following the instructions for Internet voting shown on the website.
Vote by Telephone, by dialing 1-800-690-6903 and following the instructions for telephone voting shown on the proxy card.
Vote by Proxy Card, by completing, signing, dating and mailing a proxy card in the envelope provided if you requested copies of these proxy materials.
If you vote by Internet or telephone, you do not need to request a proxy card.
Shares registered in your name are generally covered by one Notice. If you hold shares through someone else, such as a bank, stockbroker, or trustee, you will get a Notice from them asking you to vote. Please follow the instructions on their Notice. Please vote with respect to each Notice you receive.
Giving us a proxy means you authorize us to vote your shares in accordance with your directions. If you return your signed proxy card but do not make any selections as to how you wish to vote on a particular matter, your shares will be voted in favor of our director candidates, in favor of the approval of the advisory (non-binding) resolution relating to the approval of the 2019 named executive officer compensation, and in favor of ratifying the appointment of Ernst & Young LLP, as the case may be.
You may revoke your proxy before it is voted by submitting a new proxy with a later date, including a proxy given over the Internet or by telephone, by voting in person at the meeting or by a notification in writing to the Secretary of Wabtec at 30 Isabella Street, Pittsburgh, PA 15212.
As of the close of business on March 17, 2020, approximately 190,022,27622, 2022, the record date for this Annual Meeting (the “Record Date”), may vote at the Annual Meeting. As of the Record Date, there were 184,251,524 shares of Wabtecour common stock were issued and outstanding.
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
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TABLE OF CONTENTS
Quorum and Voting InformationTo conduct Stockholders are not permitted to cumulate votes with respect to the businesselection of the meeting, we must have a quorum. This means at least a majoritydirectors. Each share of the outstanding sharescommon stock is entitled to one vote must be presentfor each Director nominee and on each proposal.
Registered Stockholders. If shares of our common stock are registered directly in person or represented by proxy at the meeting. Youyour name with our transfer agent, you are considered a part“registered stockholder” with respect to those shares and the Notice was provided to you directly by us. As the registered stockholder, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote live at the Annual Meeting. Beneficial Owners. If you hold shares of the quorum if you vote over the Internet, by telephoneour common stock in a brokerage account or by submitting a properly signed proxy card ifbank or other nominee, you requested copiesare considered to be the “beneficial owner” of shares that are held in “street name,” and the proxy materials. Abstentions andNotice was forwarded to you by your broker non-votes (i.e., proxies submitted by brokers that do not indicate a vote for a proposal because they do notor nominee, who is considered the registered stockholder with respect to those shares. As the beneficial owner, you have discretionary voting authority and have not received instructionsthe right to direct your broker, bank or other nominee as to how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may not vote your shares of our common stock live at the Annual Meeting unless you follow your broker's procedures for obtaining a legal proxy. If you request a printed copy of our proxy materials by mail, your broker, bank or other nominee will provide a voting instruction form for you to use.
What do I need to be able to attend the Annual Meeting online? We will be hosting our Annual Meeting via live webcast only. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/WAB2022. The webcast will open at 12:15 p.m. Eastern Time on May 18, 2022, and the meeting will start shortly thereafter at 12:30 p.m. Eastern Time. Stockholders may vote and ask questions while attending the Annual Meeting online. In order to be able to attend the Annual Meeting, you will need the 16-digit control number, which is located on your Notice or proxy card (if you received a printed copy of the proxy materials). How many votes are needed for approval of each proposal? Proposal 1. As required by Wabtec’s amended and restated bylaws, each director is to be elected by a majority of votes cast with respect to that director’s election. Each stockholder will have one vote per share to vote for each Director nominee. Abstentions and broker non-votes will have no effect on the proposal) are counted as present in determining whether the quorum requirement for the annual meeting is satisfied. For Proposal 1, the two nominees for director with the most votes are elected, subject to the following guidelines adopted by the Board. Wabtec’s Corporate Governance Guidelines require that any nominee for director in an uncontested election who receives a greater number of votes “withheld” from his or her election than votes “for” such election must promptly tender an offer of resignation for consideration by the Board. The Nominating and Corporate Governance Committee will evaluate the director’s offer of resignation and recommend to the Board whether to accept or reject the offer of resignation. The Board will act to accept or reject the offer within 90 days following certificationoutcome of the stockholder vote at the stockholder meeting at which the election of directors was held. The Company will publicly disclose the Board’s decision and the reasons behind the decision. A director who offers his or her resignation pursuantwith respect to these guidelines will not participate in a committee or Board decision regarding it.this Proposal.
Proposal 2: The approval of each of ProposalsProposal 2 3 and 4 requires a favorable vote of a majority of the shares present and entitled to vote on the applicable matter.Proposal. An abstention will have the same effect as a vote against each applicable proposal.this Proposal. Broker non-votes with respect to Proposals 2 and 3 will have no effect on the outcome of the vote with respect to that proposal.this Proposal. Proposal 3: The approval of Proposal 3 requires a favorable vote of a majority of the shares present and entitled to vote on the Proposal. An abstention will have the same effect as a vote against this Proposal. Broker non-votes will have no effect on the outcome of the vote with respect to this Proposal. Approval of any other matter that properly comes before the annual meetingAnnual Meeting requires the favorable vote of a majority of shares present and entitled to vote on the matter, unless the matter requires more than a majority vote under statute or our amended and restated by-laws. An abstention will have the same effect as a vote against the proposal. Broker non-votes with respect to any such proposal will have no effect on the outcome of the vote with respect to that proposal. We do not expect any business to come before the Annual Meeting other than the proposals described in this proxy statement. l Proxy Statement for 2022 Annual Meeting | | | 1 | |
TABLE OF CONTENTS If your shares are held by a broker, the broker will ask you how you want your shares to be voted. If you give the broker instructions, your shares will be voted as you direct. If you do not give instructions, one of two things can happen, depending on the type of proposal. For the ratification of the independent auditor (Proposal 4)3), the broker may vote your shares in its discretion. For all other proposals, the broker may not vote your shares at all if you do not give instructions. What is the quorum requirement? A quorum is the minimum number of shares required to be present at the Annual Meeting to properly hold an annual meeting of stockholders and conduct business under our amended and restated bylaws and Delaware law. The presence, in person at the virtual meeting or by proxy, of a majority of the issued and outstanding shares of our common stock entitled to vote on the Record Date will constitute a quorum at the Annual Meeting. Abstentions, withheld votes and broker non-votes are counted as shares present and entitled to vote for purposes of determining a quorum. As of the Record Date, March 22, 2022, we had 184,251,524 shares outstanding. How do I vote? If you are a registered stockholder, there are four ways to vote:
| | | (1) | | | By Internet (Before the Annual Meeting): You may vote over the Internet at www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on May 17, 2022. You will need the 16-digit control number included on your Notice or proxy card (if you received a printed copy of the proxy materials); | | | | (2) | | | By Telephone: You may vote by toll-free telephone at 1-800-690-6903, until 11:59 p.m. Eastern Time on May 17, 2022. You will need the 16-digit control number included on your Notice or proxy card (if you received a printed copy of the proxy materials); | | | | (3) | | | By Mail: If you received printed proxy materials, you may submit your vote by completing, signing and dating each proxy card received and returning it promptly in the postage-paid envelope we have provided. Proxies submitted by U.S. mail must be received before the start of the Annual Meeting; or | | | | (4) | | | By Internet (During the Annual Meeting): You may vote during the Annual Meeting by going to www.virtualshareholdermeeting.com/WAB2022. You will need the 16-digit control number included on your Notice or proxy card (if you received a printed copy of the proxy materials). If you previously voted via the Internet (or by telephone or mail), you will not limit your right to vote online at the Annual Meeting. |
If you are a beneficial owner, please follow the instructions from your broker, bank or other nominee to vote by Internet, telephone or mail. Beneficial owners may not vote via the Internet at the Annual Meeting unless they receive a legal proxy from their respective brokers, banks or other nominees. Can I change my vote? Yes. If you are a registered stockholder, you can change your vote or revoke your proxy any time before the Annual Meeting by: notifying our Corporate Secretary, in writing, at Wabtec Corporation, 30 Isabella Street, Pittsburgh, PA 15212; voting again using the telephone or Internet before 11:59 p.m. Eastern Time on May 17, 2022 (your latest telephone or Internet proxy is the one that will be counted); or attending the virtual Annual Meeting and voting with the ballot provided in the virtual meeting portal. Simply logging into the Annual Meeting online will not, by itself, revoke your proxy. If you are a beneficial owner, you may revoke any prior voting instructions by contacting your broker, bank or nominee. | | 2 | | | Wabtec Corp. l Proxy Statement for 2020 2022 Annual Meeting |
TABLE OF CONTENTS What is the effect of giving a proxy? Proxies are solicited by and on behalf of our Board. Mr. Neupaver and Mr. DeNinno have been designated as proxy holders by our Board. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our Board as described above. If any matters not described in this Proxy Statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the Annual Meeting is adjourned, the proxy holders can vote the shares on the new Annual Meeting date as well, unless you have properly revoked your proxy instructions, as described above. What is the effect of abstentions and broker non-votes? With regards to Proposal 1 (election of directors) (i.e., where a broker has not received voting instructions from the beneficial owner and for which the broker does not have discretionary power to vote on a particular matter), abstentions and broker non-votes are counted as present for purposes of determining the presence of a quorum but are not considered votes cast on Proposal 1. For Proposal 2 and Proposal 3, an abstention will have the same effect as a vote against each applicable proposal and broker non-votes will have no effect on the outcome of the vote with respect to each Proposal. Brokerage firms and other intermediaries holding shares of our common stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on our sole “routine” matter, the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022. Absent direction from you, your broker will not have discretion to vote on Proposal 1 (election of directors) or Proposal 2 (Say-On-Pay Advisory Vote), which are “non-routine” matters. Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials? In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”), we have elected to furnish our proxy materials, including this Proxy Statement and our 2021 Annual Report, primarily via the Internet. On April 5, 2022, we mailed to our stockholders a Notice that contains instructions on how to access our proxy materials on the Internet, how to vote at the meeting and how to request printed copies of the proxy materials and 2021 Annual Report. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact and cost of our annual meetings of stockholders. Where can I find the voting results of the Annual Meeting? We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we will provide preliminary voting results in the Current Report on Form 8-K and will provide the final results in an amendment to the Current Report on Form 8-K as soon as they become available. Why is this Annual Meeting being held virtually? The Annual Meeting will be held entirely online this year. We are excited to embrace the latest technology to provide ease of access, real-time communication and cost savings for our stockholders and our Company. Hosting a virtual meeting provides easy access for our stockholders and facilitates participation because stockholders can participate from any location around the world. How are proxies solicited for the Annual Meeting? Our Board is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by us. We will reimburse brokers or other nominees for reasonable expenses that they incur in sending our proxy materials to you if a broker, bank or other nominee holds shares of our common stock on your behalf. In addition, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Our directors and employees will not be paid any additional compensation for soliciting proxies. l Proxy Statement for 2022 Annual Meeting | | | 3 | |
TABLE OF CONTENTS How does the Board recommend that you vote your shares? The Board recommends that you vote: | | FOR PROPOSAL 1, ELECTION OF WILLIAM E. KASSLING, ALBERT J. NEUPAVER AND ANN R. KLEE | |
| | FOR PROPOSAL 2, APPROVAL OF AN ADVISORY (NON-BINDING) RESOLUTION RELATING TO THE APPROVAL OF 2021 NAMED EXECUTIVE OFFICER COMPENSATION | |
| | FOR PROPOSAL 3, RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2022 FISCAL YEAR | |
| | 4 | | | l Proxy Statement for 2022 Annual Meeting |
TABLE OF CONTENTS Director and Executive Officer Stock Ownership Under the proxy rules of the Securities and Exchange Commission (the “SEC”),SEC, a person beneficially owns Wabtec common stock if the person has the power to vote or dispose of the shares, or if such power may be acquired, by exercising options or otherwise, within 60 days. The table below shows the number of shares of Wabtec common stock beneficially owned as of January 31, 20202022 by our directors, nominees for director, Chief Executive Officer, Chief Financial Officer and the other named executive officers, and the directors and executive officers as a group. Each person has sole voting power and sole dispositive power with respect to the shares listed unless indicated otherwise. No directors or executive officers have pledged shares of Wabtec common stock. | | Rafael Santana | | | 60,379(1)134,286(1)(2)
| | | * | | | | John Olin | | | 22,109(1)(2) | | | * | | | | David DeNinno | | | 94,301(1)(2) | | | * | | | | Pascal Schweitzer | | | 14,928(1)(2)(6) | | | * | | | | Eric Gebhardt | | | 19,367(1)(2) | | | * | | | | Patrick D. Dugan | | | 112,371(1)117,115(2)
| | | * | | | |
Albert J. Neupaver
| | | 824,626(1)(2)
| | | *
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