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WAB Westinghouse Air Brake Technologies

Filed: 20 Jan 21, 4:39pm

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): January 20, 2021 (January 14, 2021)
 

 
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

(Exact Name of Registrant as Specified in Its Charter)
 

 
Delaware033-9086625-1615902
(State or other Jurisdiction of Incorporation)(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. 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 8.01Other Events

On January 14, 2021, Westinghouse Air Brake Technologies Corporation (“Wabtec”) amended its 2011 Stock Incentive Plan, as amended and restated effective May 15, 2020 (the “2011 Plan”) to add a  one-year minimum vesting requirement.  While the Compensation Committee of the Board generally may set the terms and conditions of awards under the 2011 Plan, the amendment requires that share-settled awards may not vest earlier than the first anniversary of the date the award is granted. This requirement does not apply to (1) substitute awards granted in connection with certain acquisitions, or (2) shares delivered in lieu of fully vested cash compensation. Also, the Compensation Committee may grant share-settled awards without regard to the minimum vesting requirement with respect to a maximum of five percent of the available share reserve authorized for issuance under the 2011 Plan. In addition, the minimum vesting requirement does not apply to the Compensation Committee’s discretion to provide for accelerated exercisability or vesting of any award, including in cases of retirement, death, disability or a “Section 11 Event” (as defined under the 2011 Plan), in the terms of the award or otherwise.

The foregoing description of the 2011 Plan, as amended, is qualified in its entirety by the full text of the 2011 Plan, as amended, and attached hereto as Exhibit 10.1, which is incorporated by reference herein.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

Exhibit
No.
Description
  
Amended and Restated 2011 Stock Incentive Plan.
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/ Nicole Theophilus
 
Nicole Theophilus
 
Executive Vice President and
 
Chief Human Resources Officer

Date: January 20, 2021