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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

RAIL$4.24+2.2%Stored close · as of Nov 6, 2026
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Contents

APPENDIX AA-1

APPENDIX A

AMENDMENT NO.****_

TO

FREIGHTCAR AMERICA, INC. 2022 LONG TERM INCENTIVE PLAN

AMENDMENT NO. _, dated as of May 14, 2024 (this “Amendment”), to the 2022 Long Term Incentive Plan (as amended, the “Plan”) of FreightCar America, Inc., a Delaware corporation (the “Corporation”).

WHEREAS, the Corporation maintains the Plan, effective as of May 12, 2022 and as amended thereafter; and

WHEREAS, the Board of Directors of the Corporation deems it to be in the best interest of the Corporation and its stockholders to amend the Plan in order to increase the maximum number of shares of the Corporation's common stock, par value $0.01 per share, which may be issued and sold under the Plan from (i)4,796,901, which number includes 354,788 shares under the Corporation’s 2018 Long Term Incentive Plan, as amended and restated (the “2018 LTIP”), and the 2005 Long Term Incentive Plan, as amended and restated (the “2005 LTIP” and, together with the 2018 LTIP, the “Prior Plans”) that remained available for grant as of May 12, 2022, plus (ii) any shares remaining for grant under the Prior Plans subject to awards that, after May 12, 2022, were or are forfeited, terminated, lapsed or satisfied thereunder in cash or property other than shares, to (i) 7,796,901 shares, which number of shares includes the 354,788 shares carried over from the Prior Plans that remained available for grant as of May 12, 2022, plus (ii) any shares remaining for grant under the Prior Plans subject to awards that, after May 12, 2022, were or are forfeited, terminated, lapsed or satisfied thereunder in cash or property other than shares.

NOW, THEREFORE, BE IT RESOLVED the Plan is hereby amended as follows:

  1. The first sentence of Section 4.1(a) shall be revised and amended to read as follows:

“Subject to adjustment as provided in Section 4(d), the total number of Shares reserved for issuance in connection with Awards under the Plan shall be equal to the sum of (i)7,796,901, which includes the 354,788 Shares carried over from the Prior Plans that remained available for grant as of May 12, 2022, plus (ii) any Shares under the Prior Plans subject to Awards that, after the date of this Amendment, are forfeited, terminated, lapsed or satisfied thereunder in cash or property other than Shares.”

  1. The final sentence of Section 4.1(a) shall be revised and amended to read as follows:

“The maximum number of Shares that may be issued or transferred to Eligible Persons as ISOs is 7,796,901 Shares.”

  1. This Amendment shall be effective as of the date first set forth above.

  2. In all respects not amended, the Plan is hereby ratified and confirmed and remains in full force and effect.

FREIGHTCAR AMERICA, INC.
By:
Name:
Title:

FREIGHTCAR AMERICA, INC. C123456789 ENDORSEMENT_LINE______________ SACKPACK 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000001 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Your vote matters - here's how to vote! You may vote online or by phone instead of mailing this card. Online Go to www.investorvote.com/RAIL or scan the QR code - login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.investorvote.com/RAIL Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 2024 Annual Meeting Proxy Card 1234 5678 9012 345 IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 2. To hold an advisory vote to approve the compensation of our Named Executive Officers. For Against Abstain 3. To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for fiscal year 2024. For Against Abstain A Proposals - The Board of Directors recommend a vote "FOR" all the nominees listed, "FOR" Proposals 2, 3 and 4. 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. 4. To approve an increase in the shares authorized under the FreightCar America, Inc. 2022 Long Term Incentive Plan for general use.01 - Malcolm F. Moore (Class I) For Against Abstain 02 - Jose De Nigris Felan (Class I) 03 - Travis D. Kelly (Class I) For Against Abstain For Against Abstain 04 - Nicholas J. Randall (Class III) B Authorized Signatures - This section must be completed for your vote to be counted. - Date and Sign Below Please sign this proxy exactly as your name appears on the proxy. If held in joint tenancy, all joint tenants should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If held by a corporation, please sign in full corporate name by president or other authorized officer. If held by a partnership, limited liability company or other similar entity, please sign in such entity's name by an authorized person. Date (mm/dd/yyyy) - Please print date below. Signature 1 - Please keep signature within the box. Signature 2 - Please keep signature within the box. C 1234567890 J N T 1 U P X 6 1 2 7 6 8 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND

The Annual Meeting of Stockholders of FreightCar America, Inc. will be held on May 14, 2024, 10:00 A.M. Central Time, virtually via the internet at meetnow.global/MRLY49Q. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/RAIL IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Proxy - FreightCar America, Inc. 2024 ANNUAL MEETING OF STOCKHOLDERS MAY 14, 2024 10:00 A.M. Central Time THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF FREIGHTCAR AMERICA, INC., FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 14, 2024, AND ANY ADJOURNMENT OR POSTPONEMENT THEREOF. The undersigned hereby appoints each of Nicholas J. Randall and Celia R. Perez as proxy with full power of substitution to represent and to vote, as designated on the reverse side of this proxy card, all of the shares of common stock of FreightCar America, Inc., which the undersigned may be entitled to vote at the Annual Meeting of Stockholders to be held virtually at 10:00 a.m. Central Time on May 14, 2024, and at any postponement(s) or adjournment(s) thereof and, in such proxies' discretion, to vote upon such other business as may properly come before the meeting, and at any postponement(s) or adjournment(s) thereof, as set forth in the related Notice of Annual Meeting and Proxy Statement, the receipt of which is hereby acknowledged. The undersigned hereby revokes all prior proxies given by the undersigned to vote at said meeting and any adjournment(s) or postponement(s) thereof. This proxy card is valid only when signed and dated. (Continued and to be dated and signed on the reverse side.) C Non-Voting Items Change of Address - Please print new address below. Comments - Please print your comments below. Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting.

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