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FreightCar America (NASDAQ: RAIL) investors back directors, pay and 2026 auditor

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8-K

Rhea-AI Filing Summary

FreightCar America, Inc. reported the results of its Annual Meeting of Stockholders held on April 10, 2026.

Shareholders elected three Class III directors, approved on an advisory basis the compensation of the company’s named executive officers as described in the 2026 proxy statement, and ratified Grant Thornton LLP as the independent registered public accounting firm for fiscal year 2026.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for Arnold 9,624,688 shares Election of Elizabeth K. Arnold as Class III director
Votes for Meyer 11,762,326 shares Election of James R. Meyer as Class III director
Votes for Randall 11,834,911 shares Election of Nicholas J. Randall as Class III director
Say-on-pay support 12,319,940 shares for Advisory vote to approve executive compensation
Say-on-pay opposition 232,257 shares against Advisory vote to approve executive compensation
Auditor ratification support 15,174,665 shares for Ratification of Grant Thornton LLP for fiscal 2026
Auditor ratification against 25,276 shares against Ratification of Grant Thornton LLP for fiscal 2026
Annual Meeting of Stockholders financial
"held its Annual Meeting of Stockholders (the “Annual Meeting”)"
broker non-votes financial
"9,624,688 | 2,994,299 | 2,839,618"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory vote to approve executive compensation financial
"Advisory Vote to Approve Executive Compensation"
independent registered public accounting firm financial
"independent registered public accounting firm for fiscal year 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
emerging growth company financial
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
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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): April 10, 2026

_______________________________

FREIGHTCAR AMERICA, INC.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware

000-51237

25-1837219

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

125 S. Wacker Drive, Suite 1500

Chicago, Illinois 60606

(Address of Principal Executive Offices) (Zip Code)

(800) 458-2235

(Registrant's telephone number, including area code)

N/A

(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:

☐

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 each exchange on which registered

Common Stock, par value $0.01 per share

RAIL

Nasdaq Global Market

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 5.07. Submission of Matters to a Vote of Security Holders.

On April 10, 2026, FreightCar America, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The results for each proposal submitted to a stockholder vote at the Annual Meeting are set forth below. Each of these proposals is described in detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 19, 2026 (the “2026 Proxy Statement”).

 

Proposal 1 – Election of Directors

 

Stockholders elected the following Class III directors, each to serve for a three-year term, by the following count:

 

 

NAME

FOR

WITHHELD

BROKER NON-VOTES

Elizabeth K. Arnold

9,624,688

2,994,299

2,839,618

James R. Meyer

11,762,326

856,661

2,839,618

Nicholas J. Randall

11,834,911

784,076

2,839,618

 

 

Proposal 2 – Advisory Vote to Approve Executive Compensation

 

Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the 2026 Proxy Statement, by the following count:

 

 

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

12,319,940

232,257

66,790

2,839,618

 

 

Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm

 

Stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2026, by the following count:

 

 

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

15,174,665

25,276

258,664

0

 

 

 

 

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.

 

FREIGHTCAR AMERICA, INC.

 

 

April 15, 2026

By:

/s/ Michael A. Riordan

 

Name:

Title:

Michael A. Riordan

Vice President, Finance, Chief Financial Officer and Treasurer

 

 

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did FreightCar America (RAIL) shareholders vote on at the April 10, 2026 annual meeting?

Shareholders voted on three key items: electing three Class III directors for three-year terms, an advisory vote to approve named executive officer compensation, and ratifying Grant Thornton LLP as the independent registered public accounting firm for fiscal year 2026.

Which directors were elected at FreightCar America’s 2026 annual meeting and with how many votes?

Shareholders elected Class III directors Elizabeth K. Arnold, James R. Meyer, and Nicholas J. Randall. Support ranged from 9,624,688 votes for Arnold to 11,834,911 for Randall, with additional withheld votes and 2,839,618 broker non-votes recorded for each director.

How did FreightCar America (RAIL) shareholders vote on executive compensation in 2026?

Shareholders approved, on an advisory basis, the compensation of the company’s named executive officers as disclosed in the 2026 proxy statement. The vote totaled 12,319,940 shares for, 232,257 against, 66,790 abstentions, and 2,839,618 broker non-votes recorded for the advisory say-on-pay proposal.

Which auditor did FreightCar America shareholders ratify for fiscal 2026 and what were the vote results?

Shareholders ratified Grant Thornton LLP as the independent registered public accounting firm for fiscal year 2026. The ratification received 15,174,665 votes for, 25,276 against, and 258,664 abstentions, with no broker non-votes reported for this auditor ratification proposal.

When was FreightCar America’s 2026 annual meeting held and how were details disclosed?

The annual meeting of stockholders was held on April 10, 2026. The company later reported the detailed voting results for director elections, executive compensation advisory approval, and auditor ratification consistent with the proposals described in its March 19, 2026 definitive proxy statement.

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