WAB Wabtec Corp

Board and Management Appointments

On May 14, 2020, the Board of Directors (the “Board”) of Westinghouse Air Brake Technologies Corporation (the “Company”) appointed Albert J. Neupaver to the position of Chairman of the Company’s Board, effective July 1, 2020.  Mr. Neupaver served as Executive Chairman for the past two years, and had previously served as Executive Chairman from May 2014 to May 2017.  Additionally, Mr. Neupaver served as Chairman of the Board of the Company from May 2017 to May 2018, and May 2013 to May 2014.  Reference is made to the press release filed as Exhibit 99.1 to this Form 8-K, which is incorporated by reference herein.

On May 15, 2020, Board members Philippe Alfroid and Emilio A. Fernandez retired from the Board, as previously disclosed on Form 8-K filed February 13, 2020. The information required by Item 5.02(b) is incorporated by reference herein from the Company’s Proxy Statement for the Annual Meeting of Stockholders, dated April 3, 2020.

2011 Stock Incentive Plan

At the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company held on May 15, 2020, the Company’s stockholders approved an amendment and restatement of the Company’s 2011 Stock Incentive Plan (the “2011 Plan”), including increasing the number of shares available for award and extending the 2011 Plan’s term.  The amended and restated 2011 Plan was approved by the Board on February 6, 2020, subject to stockholder approval at the Annual Meeting.

The purposes of the 2011 Plan are to encourage eligible employees of the Company and its subsidiaries to increase their efforts to make the Company and each subsidiary more successful, to provide an additional inducement for such employees to remain with the Company or a subsidiary, to reward such employees by providing an opportunity to acquire shares of the Company’s common stock on favorable terms and to provide a means through which the Company may attract able persons to enter the employ of the Company or one of its subsidiaries.  The Compensation Committee of the Board administers the 2011 Plan.  The eligible employees are those employees of the Company or any subsidiary as selected by the Compensation Committee.

Under the 2011 Plan, which has a ten-year term through May 15, 2030, the maximum number of shares available for grants or awards was an aggregate of 4,800,000 shares (after giving effect to the 2-for-1 stock split in the form of a stock dividend in June 2013, as well as an increase in shares approved by our stockholders at the 2017 Annual Meeting) plus any shares which remained available for grant under the Company’s 2000 Stock Incentive Plan as of the original date of adoption of the 2011 Plan (also after giving effect to the 2-for-1 stock split in the form of a stock dividend in June 2013).  The amendment and restatement of the 2011 Plan authorized the issuance of an additional 5,300,000 shares of the Company’s common stock under the 2011 Plan.

The 2011 Plan provides for the grant of (i) incentive stock options under Section 422 of the Internal Revenue Code, (ii) non-statutory stock options, (iii) stock appreciation rights, either granted in conjunction with stock options (i.e., tandem SARs) or not in conjunction with options (i.e., freestanding SARs), (iv) restricted share awards, (v) restricted stock units, (vi) performance units and (vii) other stock based awards.  Although the 2011 Plan permits the grant of incentive stock options, the Company has not typically granted incentive stock options under its prior equity incentive plans.

The foregoing description of the 2011 Plan is qualified in its entirety by the full text of the amended and restated 2011 Plan appearing as Annex A to the Company’s Proxy Statement for the Annual Meeting of Stockholders dated April 3, 2020, which is incorporated by reference herein.