Current Report Filing (8-k)
0001320854 False 0001320854 2021-02-11
2021-02-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February
FREIGHTCAR AMERICA, INC.
(Exact name of registrant as specified in its charter)
|(State or Other
Jurisdiction of Incorporation)
125 S. Wacker Drive, Suite 1500
Chicago, Illinois 60606
(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code)
(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:
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
par value $0.01 per share
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.
Section 5 - Corporate Governance and
Item 5.02. Departure of
Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain
On January 6, 2021, FreightCar America, Inc. (the “Company”)
filed a Current Report on Form 8-K reporting the appointment of Mr.
Terence R. Rogers as interim Chief Financial Officer of the
Company, effective January 5, 2021. On February 17, 2021, the Board
of Directors (the “Board”) of the Company announced the appointment
of Mr. Rogers as the permanent Chief Financial Officer, effective
February 15, 2021 (the “Effective Date”). In connection with Mr.
Rogers’s appointment, Michael Riordan, the Company’s Chief
Accounting Officer, will take over as the Company’s principal
accounting officer. Additional information regarding Mr. Rogers and
his business experience and positions with the Company can be found
in the Company’s Current Report on Form 8-K filed on January 6,
2021. A copy of the Company’s press release announcing Mr.
Rogers’s appointment is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
In connection with Mr. Rogers’s permanent appointment, the
Company and Mr. Rogers entered into a letter agreement regarding
the terms of employment (the “Agreement”) dated February 11, 2021
and effective on the Effective Date. A description of the material
terms of the Agreement is set forth below, which is qualified in
its entirety by reference to its full text, a copy of which will be
filed as an exhibit to the Company’s Annual Report on Form 10-K for
the year 2020.
- Term: Mr.
Rogers’s employment with the Company is not for a specified term
and there is no specified term for the Agreement.
- Base Salary:
The Company will pay Mr. Rogers an initial base salary of $325,000
per year, which is subject to annual review by the Company.
- Bonus: Mr.
Rogers will be entitled to participate in the Company’s annual cash
incentive plan applicable to senior executives (the “Bonus Plan”)
and to earn a bonus (“Bonus”) for each fiscal year of the Company
ending during his employment. His target Bonus is 50% of his base
salary with a maximum equal to 200% of the target Bonus, and a
threshold of 20%.
- Sign-On Award:
On the Effective Date, the Company will award Mr. Rogers: (a)
25,000 restricted shares of the Company’s common stock, which will
vest on third anniversary of the grant; and (b) 300,000 stock
options, vesting 1/3 per year for three consecutive years and
available for exercise over a ten-year period.
- Long-Term Incentive
and Other Executive Compensation Plans: Mr. Rogers will be
eligible to participate in all of the Company’s equity-based and
cash-based long-term incentive and other executive compensation
plans on a basis no less favorable than other similarly situated
executives. His target LTI is 70% of his base salary of which 50%
will be restricted shares of the Company’s common stock and 50%
will be stock options. The restricted shares will have a
three-year cliff vest and the stock options will vest 1/3 per year
for three consecutive years and will be available for exercise over
a ten-year period.
Pursuant to the Agreement, Mr. Rogers’s employment may be
terminated at any time for any reason (or no reason), subject to
the terms of the Agreement, by the Company or Mr. Rogers.
- Executive Severance
Plan: Mr. Rogers will be eligible to participate the
Company’s Severance Plan, which, in the case of a termination that
is not for “cause,” provides for (i) continuation of his base
salary for twelve months following the date of termination, (ii)
payment equal to the average of the Bonus paid for the last two
full years and (iii) twelve months of health insurance
- Other Amounts:
Mr. Rogers will be eligible to participate in each of the Company’s
employee retirement, savings, welfare and fringe benefits plans,
and prerequisites, offered to similarly-situated executives. He
will be entitled to four weeks of paid annual vacation and ten
Section 9 - Financial Statements and
Item 9.01. Financial
Statements and Exhibits.
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
FREIGHTCAR AMERICA, INC.
|Date: February 17, 2021
||James R. Meyer
||President and Chief Executive