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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 17, 2022, the board of directors (the “Board”) of FreightCar America, Inc. (the “Company”), acting on the recommendation of the compensation committee of the Board, approved the amendment and restatement of the FreightCar America, Inc. Executive Severance Plan (the “A&R Plan”), effective as of January 17, 2022, in which James R. Meyer, the Company’s Chief Executive Officer, Terence R. Rogers, the Company’s Chief Financial Officer and W. Matthew Tonn, the Company’s Chief Commercial Officer (each, an “Executive”) participate. The A&R Plan includes the following material changes from the Company’s previous Executive Severance Plan:
| · | Adds a new condition to an Executive’s ability to receive his or her severance benefits following a Qualifying Termination by requiring the Executive to provide transition services to the Company, if reasonably requested by the Board, for up to 12 months following the Executive’s termination. |
| · | Adds a new Qualifying Retirement benefit, under which following an Executive’s Qualifying Retirement, the Executive’s outstanding equity incentive awards will (i) remain exercisable until the earlier of its original expiration date or the 10-year anniversary of its grant date or (ii) continue to vest as if Executive had remained in continuous service through each applicable vesting date or, for awards subject to performance-vesting, through the performance period, with any performance goal or metric vesting only based upon the achievement of the same. To be eligible for the Qualifying Retirement benefit, Executive must have (i) attained the age of 60, (ii) completed at least 5 years of service with the Company and its affiliates and (iii) provided timely notice of his intent to retire to the Company at least 12 months, in the case of Mr. Meyer, or 6 months in the case of Messrs. Rogers and Tonn, prior to his retirement date. |
| · | Revises the definition of “Change in Control” to remove the prior exclusion of securities acquired directly from the Company or its affiliates when determining whether a Person or group has become a beneficial owner of 50% or more of the combined voting power of the Company’s then-outstanding securities. In addition, the A&R Plan further provides that the definition of a “change in control” applicable to each Executive’s unvested equity incentive awards shall also include any event that would trigger a Change in Control under the A&R Plan. |
The foregoing description of the A&R Plan is qualified in its entirety by the full text of the A&R Plan, a copy of which will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2022. Unless otherwise specified, capitalized terms used above without definition have the meanings set forth in the A&R Plan.
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.
| FREIGHTCAR AMERICA, INC. | ||
| Date: January 21, 2022 | By: | /s/ Terence R. Rogers |
| Terence R. Rogers | ||
| Vice President, Finance, Chief Financial Officer, Treasurer and Corporate Secretary | ||
