UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): July 8, 2021 (July 8, 2021)
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| | Delaware
(State or other Jurisdiction of Incorporation) | |
| | | |
033-90866
(Commission File No.) | | 25-1615902
(I.R.S. Employer Identification No.) |
| | | |
30 Isabella Street
Pittsburgh, Pennsylvania (Address of Principal Executive Offices) | | 15212
(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. below):
| ☐
| 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 Act:
| Title of each class | | Trading Symbol(s) | | Name of exchange on which registered |
Common Stock, par value $0.01 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 8, 2021, Byron Foster was elected to serve as a member of the board of directors of Westinghouse Air Brake Technologies Corporation (“Wabtec”). Mr. Foster will join the class of directors whose term expires in 2023. Reference is made to the press release filed as Exhibit 99.1 to this Form 8-K, which is incorporated by reference herein.
Mr. Foster will receive compensation in the same manner as Wabtec’s other non-employee directors, as described in Wabtec’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 7, 2021. Mr. Foster was also appointed to the Compensation and Audit Committees of the Board.
Mr. Foster serves as the President, Light Vehicle Drive Systems of Dana Inc. Wabtec, Dana Inc. and their affiliates engage in routine business transactions. During fiscal year 2020 and year to date 2021, these transactions have amounted to approximately $27 million and approximately $7 million, respectively.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | | Description |
| | Press Release, dated July 8, 2021. |
| | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant 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: July 8, 2021
