WAB Wabtec Corp

WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP false 0000943452 0000943452 2019-09-05 2019-09-05

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): September 9, 2019 (September 5, 2019)

WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

		Delaware
		(State or other Jurisdiction of Incorporation)
033-90866				25-1615902
(Commission File No.)				(I.R.S. Employer Identification No.)
1001 Air Brake Avenue Wilmerding, Pennsylvania				15148
(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))

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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 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Westinghouse Air Brake Technologies Corporation (the “Company”) adopted amended and restated by-laws on September 5, 2019. The changes are modernizing and technical in nature and include amendments designed to:

•

update and clarify the procedures for shareholders to call special shareholder meetings, nominate candidates for election as directors, make shareholder proposals and act by written consent without a meeting;

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permit the Company to give electronic notices; and

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permit the Company to conduct annual or special shareholder meetings exclusively or partially online.

The foregoing description does not purport to be complete and is qualified by reference to the text of the amended and restated by-laws, which are attached as Exhibit 3.1 to this report.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit     No.				Description
	3.1			Amended and Restated By-Laws, effective September 5, 2019.