Current Report Filing (8-k)

Date : 09/09/2019 @ 9:20PM
Source : Edgar (US Regulatory)
Stock : Wabtec Corp (WAB)
Quote : 79.39  0.0 (0.00%) @ 9:50AM

Current Report Filing (8-k)

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))

  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;

  permit the Company to give electronic notices; and

  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.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WESTINGHOUSE AIR BRAKE

TECHNOLOGIES CORPORATION

     

By:

 

/s/ David L. DeNinno

 

David L. DeNinno

 

Executive Vice President, General Counsel and Secretary

Date: September 9, 2019

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