DESCRIPTION OF WABTEC CAPITAL SECURITIES
The rights of holders of Common Stock and Series A Preferred Stock are governed by, as applicable, Delaware
law, the Restated Certificate of Incorporation of Wabtec, as amended (the Wabtec Charter), the Bylaws of
Wabtec, as amended (the Wabtec Bylaws), and the Certificate of Designations of Series A Non-Voting
Convertible Preferred Stock of Wabtec (the Certificate of Designations). For information on how to obtain a
copy of the Wabtec Charter, the Wabtec Bylaws and the Certificate of Designations, see Where You Can Find
More Information.
The following descriptions of the Common Stock and Series A Preferred Stock do not purport to be complete and
are subject to, and qualified in their entirety by reference to, as applicable, the complete text of the Wabtec
Charter, the Wabtec Bylaws and the Certificate of Designations.
General
As of the date of this prospectus, Wabtecs authorized capital stock consists of 501,000,000 shares of capital stock, consisting of up to 500,000,000 shares of Common Stock and up to 1,000,000 shares of preferred stock, par value $0.01 per share, in one or more series. As of March 31, 2019, there were 162,817,600 shares of Common Stock issued and outstanding and Wabtec had reserved 1,951,722 additional shares of Common Stock for issuance under its stock compensation plans. As of March 31, 2019, there were 10,000 shares of Series A Preferred Stock issued and outstanding.
Common Stock
Dividends.
The holders of Common Stock are entitled to receive dividends when, as and if declared by the Wabtec board of directors, out of funds legally available for their payment subject to the rights of holders of Wabtec preferred stock.
Voting Rights.
The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of Wabtec stockholders. There are no cumulative voting rights associated with the Common Stock.
Rights Upon Liquidation.
In the event of Wabtecs voluntary or involuntary liquidation, dissolution or winding up, the holders of Common Stock will be entitled to share equally in any of Wabtecs assets available for distribution after the payment in full of all debts and distributions and after the holders of all series of the outstanding shares of Wabtec preferred stock have received their liquidation preferences in full.
Miscellaneous.
The outstanding shares of Common Stock are fully paid and nonassessable. The holders of Common Stock are not entitled to preemptive or redemption rights. There are no sinking fund provisions applicable to the Common Stock. Shares of Common Stock are not convertible into shares of any other class of capital stock. EQ Shareowner Services is the transfer agent and registrar for the Common Stock.
Stock Exchange Listing.
The Common Stock is listed on the New York Stock Exchange and trades under the symbol WAB.
Preferred Stock
The Wabtec Charter expressly authorizes the Wabtec board of directors, subject to any limitations prescribed by law and without further stockholder action, to provide for the issuance of up to 1,000,000 shares of preferred stock in one or more series from time to time. In addition, the Wabtec board of directors is authorized to establish from time to time the number of shares to be included in each series of preferred stock and to fix the designation, relative rights, preferences, qualifications and limitations of the shares of each series of preferred stock.
Series A Preferred Stock
On February 25, 2019, Wabtec filed the Certificate of Designations with the Secretary of State of the State of Delaware, establishing the designations, rights, privileges, restrictions, preferences and other terms relating to the Series A Preferred Stock. The Certificate of Designations became effective with the Secretary of State of the State of Delaware upon filing. A copy of the Certificate of Designations is attached as Exhibit 3.5 to the registration statement of which this prospectus forms a part.