Westinghouse Air Brake (NYSE: WAB) investors approve directors, say-on-pay and Ernst & Young

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Westinghouse Air Brake Technologies Corporation reported the results of its 2026 Annual Meeting of Stockholders held on May 12, 2026. Stockholders elected three directors—Rafael Santana, Lee C. Banks, and Byron S. Foster—to three-year terms expiring in 2029, each receiving strong majority support.

Stockholders also approved an advisory (non-binding) resolution on 2025 named executive officer compensation and ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the 2026 fiscal year, with substantial votes in favor.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Votes for Rafael Santana: 135,039,022 votes Votes for Lee C. Banks: 126,867,017 votes Votes for Byron S. Foster: 134,839,590 votes +4 more

7 metrics

Votes for Rafael Santana 135,039,022 votes Director election for term expiring in 2029

Votes for Lee C. Banks 126,867,017 votes Director election for term expiring in 2029

Votes for Byron S. Foster 134,839,590 votes Director election for term expiring in 2029

Say-on-pay for votes 135,106,344 votes Advisory 2025 named executive officer compensation

Say-on-pay against votes 11,322,714 votes Advisory 2025 named executive officer compensation

Auditor ratification for votes 139,400,395 votes Ratification of Ernst & Young LLP for 2026 fiscal year

Auditor ratification against votes 14,520,740 votes Ratification of Ernst & Young LLP for 2026 fiscal year

Key Terms

advisory (non-binding) resolution, named executive officer compensation, independent registered public accounting firm, broker non-votes, +1 more

5 terms

advisory (non-binding) resolution financial

"The approval of an advisory (non-binding) resolution relating to 2025 named executive officer compensation."

named executive officer compensation financial

"The approval of an advisory (non-binding) resolution relating to 2025 named executive officer compensation."

Pay and benefits disclosed for a company’s top executives identified in regulatory filings, including salary, bonuses, stock awards, option grants, pension contributions and other perks. Think of it as a public paycheck summary for senior managers that shows how they are rewarded and motivated. Investors use it to judge whether executive incentives align with shareholder interests, to assess potential costs and risks, and to evaluate corporate governance.

independent registered public accounting firm financial

"Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the 2026 fiscal year."

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.

broker non-votes financial

"For | Against | Abstained | Broker Non-Votes 135,106,344 | 11,322,714 | 363,348 | 7,250,987"

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.

Annual Meeting of Stockholders financial

"At the 2026 Annual Meeting of Stockholders of the Company held on May 12, 2026..."

Understanding 8-K Material Events →

05/15/2026 - 04:07 PM

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): May 12, 2026

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.)

30 Isabella Street Pittsburgh, Pennsylvania		15212
(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.):

☐	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 Exchange Act:

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common Stock, $0.01 par value 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 5.07.

Submission of Matters to a Vote of Security Holders.

At the 2026 Annual Meeting of Stockholders of the Company held on May 12, 2026 (the “Annual Meeting”), management proposals 1, 2 and 3 were approved. The proposals below are described in detail in the Company’s proxy statement for the Annual Meeting, dated March 31, 2026.

The final voting results are as follows:

1. The election of three directors for a three-year term expiring in 2029:

Name of Director	For	Against	Abstained	Broker Non-Votes

Rafael Santana	135,039,022	11,660,882	92,502	7,250,987

Lee C. Banks	126,867,017	19,833,906	91,483	7,250,987

Byron S. Foster	134,839,590	11,861,208	91,608	7,250,987

2. The approval of an advisory (non-binding) resolution relating to 2025 named executive officer compensation.

For	Against	Abstained	Broker Non-Votes

135,106,344	11,322,714	363,348	7,250,987

3. Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the 2026 fiscal year.

For	Against	Abstained	Broker Non-Votes

139,400,395	14,520,740	122,258	N/A

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company 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: May 15, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Westinghouse Air Brake Technologies (WAB) stockholders approve at the 2026 annual meeting?

Stockholders approved three management proposals: electing three directors, an advisory say-on-pay resolution, and ratifying Ernst & Young LLP as auditor. All items received strong majority support based on the reported voting results at the May 12, 2026 meeting.

Which directors were elected at Westinghouse Air Brake Technologies’ 2026 annual meeting?

Rafael Santana, Lee C. Banks, and Byron S. Foster were elected as directors for three-year terms expiring in 2029. Each received over 126 million votes in favor, with relatively low votes against and limited abstentions, plus reported broker non-votes.

How did Westinghouse Air Brake Technologies (WAB) shareholders vote on 2025 executive compensation?

Shareholders approved the advisory (non-binding) resolution on 2025 named executive officer compensation. The vote tally was 135,106,344 for, 11,322,714 against, and 363,348 abstaining, with 7,250,987 broker non-votes reported for this say-on-pay proposal.

Was Ernst & Young LLP ratified as WAB’s auditor for fiscal 2026?

Yes. Stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for the 2026 fiscal year, with 139,400,395 votes for, 14,520,740 against, and 122,258 abstentions. Broker non-votes were not applicable to this ratification item.

What are broker non-votes in the Westinghouse Air Brake Technologies 2026 meeting results?

Broker non-votes are shares held by brokers that did not receive voting instructions on certain proposals. The report shows 7,250,987 broker non-votes for the director elections and say-on-pay item, while broker non-votes are listed as not applicable for the auditor ratification.

Filing Exhibits & Attachments

3 documents