FreightCar America Inc
For the period ended May 14, 2024. Filed Apr 4, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 14, 2024 · Filed Apr 4, 2024
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DEF 14A 1 tm242977d1_def14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrantx
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
|---|---|
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to §240.14a-12 |
FREIGHTCAR AMERICA, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| x | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
**FREIGHTCAR AMERICA, INC.
Chicago, Illinois 60606
**NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on May 14, 2024
April 4, 2024
Dear FreightCar America Stockholder:
We are notifying you that the Annual Meeting of Stockholders of FreightCar America, Inc. will be held at 10:00 a.m. (Central Time) on May 14, 2024 (the “Annual Meeting”). The Annual Meeting will be held in virtual format only, via live webcast on the Internet, with no physical, in-person meeting. You will be able to attend and participate in the Annual Meeting online by visitingwww.meetnow.global/MRLY49Q where you will be able to listen to the meeting live, submit questions and vote. We recommend that you log in a few minutes before the meeting to ensure that you are logged in when the meeting starts. The Annual Meeting is being held for the purposes set forth below and such other business as may properly come before the meeting or any adjournment thereof.
| 1. | To elect three directors as Class I directors, each for a term of three years, and one director as a Class III director for the two years remaining in the current Class III director term. |
| 2. | To hold an advisory vote to approve the compensation of our Named Executive Officers as named in the enclosed proxy statement. |
| 3. | To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for fiscal year 2024. |
| 4. | To approve an increase in the shares authorized under the FreightCar America, Inc. 2022 Long Term Incentive Plan. |
On or about April 4, 2024, we will make available to our stockholders copies of the enclosed proxy statement and Annual Report on Form 10-K for the year ended December 31, 2023. Stockholders should review all proxy materials before voting. Only stockholders of record at the close of business on March 20, 2024 are entitled to vote at the Annual Meeting and any postponements or adjournments of the meeting. A complete list of these stockholders will be available at our principal executive offices prior to the Annual Meeting. Each of the matters listed above is described in further detail in the enclosed proxy statement.
Whether or not you plan to attend the Annual Meeting, please be sure to vote your shares in accordance with the instructions on the enclosed proxy card as promptly as possible. You can withdraw your proxy at any time before it is voted.
By order of the Board of Directors,
/s/ Celia R. Perez
CELIA R. PEREZ
VP, General Counsel & Corporate Secretary
Important Notice Regarding Availability of Proxy Materials for the Annual Meeting on May 14, 2024:
FreightCar America, Inc.’s Notice of Annual Meeting of Stockholders, Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are available at****https://www.investorvote.com/RAIL.
TABLE OF CONTENTS
Page
| ABOUT THE MEETING | 4 |
|---|---|
| What is the purpose of the Annual Meeting? | 4 |
| What are our voting recommendations? | 4 |
| Who is entitled to vote? | 4 |
| What constitutes a quorum? | 5 |
| How do I vote? | 5 |
| Can I revoke my proxy or change my vote after I return my proxy card? | 6 |
| What vote is required to approve each matter that comes before the Annual Meeting? | 6 |
| How are proxy materials being made available to me? | 6 |
| How can I access the proxy materials? | 6 |
| What happens if additional proposals are presented at the Annual Meeting? | 6 |
| Who will bear the costs of soliciting votes for the Annual Meeting? | 7 |
| PROPOSALS TO BE VOTED ON | 7 |
| Proposal 1 – Election of Class I Directors and Class III Director | 7 |
| Proposal 2 – Approval, on an Advisory Basis, of the Compensation of our Named Executive Officers | 7 |
| Proposal 3 – Ratification of the Appointment of Independent Registered Public Accounting Firm for Fiscal Year 2024 | 8 |
| Proposal 4 – Approval of Increase in Shares Authorized under the FreightCar America, Inc. 2022 Long Term Incentive Plan for General Use | 9 |
| GOVERNANCE OF THE COMPANY | 16 |
| Board Structure and Composition | 16 |
| Nominees for election at this meeting for terms expiring in 2027 | 17 |
| Nominee for election at this meeting for a term expiring in 2026 | 17 |
| Directors whose terms continue until 2025 | 18 |
| Directors whose terms continue until 2026 | 18 |
| Committees of the Board | 19 |
| Commitment to Corporate Responsibility | 21 |
| Independence of Directors | 21 |
| Board Leadership Structure | 22 |
| Code of Business Conduct and Ethics | 22 |
| Risk Oversight | 22 |
| Director Nomination Process | 22 |
| Communications with Directors | 23 |
| Director Attendance at Meetings | 24 |
i
| Director Compensation | 24 |
|---|---|
| STOCK OWNERSHIP | 24 |
| Security Ownership of Certain Beneficial Owners and Management | 24 |
| Delinquent Section 16(a) Reports | 26 |
| EXECUTIVE OFFICERS | 26 |
| COMPENSATION OVERVIEW | 27 |
| Executive Summary | 28 |
| Compensation Committee’s Processes and Procedures for Consideration | 28 |
| General Authorities and Responsibilities | 28 |
| Oversight of Compensation Plans | 29 |
| Compensation Consultant | 29 |
| Compensation Philosophy and Objectives | 29 |
| Elements of Executive Compensation | 30 |
| Base Salary | 30 |
| Annual Cash Incentive Awards | 31 |
| Long-Term Incentive Awards | 31 |
| Equity Compensation Plan Information | 32 |
| Retirement and Pension Benefits | 32 |
| Change in Control and Post-Employment Benefits | 32 |
| Severance Arrangements | 32 |
| Executive Severance Plan | 33 |
| Enhanced Severance Plan | 33 |
| Employment Agreements and Other Arrangements for NEOs | 34 |
| Stock Ownership Guidelines | 35 |
| Executive Compensation Recovery Policy (“Clawback Policy”) | 35 |
| Company Insider Trading Policy | 35 |
| EXECUTIVE COMPENSATION | 36 |
| Summary Compensation Table | 36 |
| Supplemental Narrative to Summary Compensation Table | 37 |
| Outstanding Equity Awards at 2023 Fiscal Year-End | 37 |
| Potential Payments upon Termination or Change in Control | 38 |
| Pay vs. Performance | 38 |
| DIRECTOR COMPENSATION | 40 |
| 2023 Director Compensation Table | 41 |
| Stock Ownership Guidelines | 42 |
| FEES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND AUDIT COMMITTEE REPORT | 42 |
ii
| Fees Billed by Independent Registered Public Accounting Firm | 42 |
|---|---|
| Report of the Audit Committee | 43 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 44 |
| 2025 ANNUAL MEETING OF STOCKHOLDERS | 44 |
| “HOUSEHOLDING” OF PROXY MATERIALS | 45 |
| APPENDIX A | A-1 |
iii
FREIGHTCAR AMERICA, INC.
125 South Wacker Drive, Suite 1500
Chicago, Illinois 60606
PROXY STATEMENT
The board of directors (the “Board”) of FreightCar America, Inc. (“FreightCar America” or the “Company”) is asking for your proxy for use at the annual meeting of our stockholders to be held in virtual format at 10:00 a.m. (Central Time) on May 14, 2024 atwww.meetnow.global/MRLY49Q(the “Annual Meeting”). The Annual Meeting will be held in virtual format only, via live webcast on the Internet, with no physical, in-person meeting. Please allow ample time to check-in prior to the Annual Meeting start time. We are initially mailing a Notice of Internet Availability and making available this proxy statement (the “Proxy Statement”) together with a proxy card (the “Proxy Card”) to our stockholders on or about April 4, 2023.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.