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): February 18, 2021 (February 11, 2021)
 
 
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
   15212
Pittsburgh, Pennsylvania
(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. 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 February 11, 2021, Erwan Faiveley notified the Board of Directors (the “Board”) of Westinghouse Air Brake Technologies Corporation (the “Company”) that he will not stand for re-election as a Director of the Company at the end of his current term and will retire from the Board effective as of the Company’s 2021 annual meeting of stockholders.

A copy of the Company’s press release relating to the retirement of Mr. Faiveley is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 5.03
 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On February 11, 2021, the Board of the Company amended its by-laws (the “Bylaws”) to implement proxy access, effective for the 2022 Annual Meeting of Stockholders.

The Bylaws include a new Section 10 that permits a stockholder, or a group of up to 20 stockholders, owning at least three percent of the Company’s outstanding stock continuously for at least three years to nominate and include in the Company’s annual meeting proxy materials director nominees constituting up to the greater of two directors or twenty percent of the Board, provided that the stockholders and nominees satisfy the requirements specified in the Bylaws.

The foregoing description is qualified in its entirety by reference to the full text of the Bylaws, which is attached hereto as Exhibit 3.1.

Item 9.01.
Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit
No.
  
Description
 
Amended By-Laws, effective February 11, 2021.
 
Press Release, dated February 17, 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: February 18, 2021