WAB Westinghouse Air Brake Technologies
Filed: 20 Jan 21, 4:39pm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
|(State or other Jurisdiction of Incorporation)||(Commission File No.)||(I.R.S. Employer Identification No.)|
30 Isabella Street
|(Address of Principal Executive Offices)||(Zip Code)|
(Registrant’s Telephone Number, Including Area Code)
(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 ☐
|Item 8.01||Other 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.|
Amended and Restated 2011 Stock Incentive Plan.
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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
|/s/ Nicole Theophilus|
Executive Vice President and
Chief Human Resources Officer
Date: January 20, 2021