FreightCar America, Inc.
For the period ended Apr 10, 2026. Filed Mar 19, 2026.
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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.
Apr 10, 2026 · Filed Mar 19, 2026
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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 Registrant | ☒ |
|---|---|
| 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)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
(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):
| ☒ | No fee required |
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| ☐ | 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 |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on April 10, 2026
March 19, 2026
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 April 10, 2026 (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/MFVJ6LW 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.
To elect three directors as Class III directors, each for a term of three years.
To hold an advisory vote to approve the compensation of our Named Executive Officers as named in the enclosed proxy statement.
To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for fiscal year 2026.
On or about March 19, 2026, we will make available to our stockholders copies of the enclosed proxy statement (the “Proxy Statement”) and Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”). Stockholders should review all proxy materials before voting. Only stockholders of record at the close of business on February 10, 2026 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/ Nicholas J. Randall
Nicholas J. Randall
President and Chief Executive Officer
Important Notice Regarding Availability of Proxy Materials for the Annual Meeting on April 10, 2026:
We are using the “Full Set Delivery” method of providing proxy materials to all stockholders of record. Because we have elected to utilize the “Full Set Delivery” option, we are delivering to all stockholders of record paper copies of the Proxy Statement and form of proxy, as well as providing access to the proxy materials on a publicly accessible website. The Proxy Statement, this notice of annual meeting of stockholders and the proxy card are dated March 19, 2026 and first being mailed to stockholders on or about March 19, 2026.
FreightCar America, Inc.’s Notice of Annual Meeting of Stockholders, Proxy Statement and Annual Report are also available athttps://www.investorvote.com/RAIL.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.