UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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, 2023
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FREIGHTCAR AMERICA, INC.
(Exact name of registrant as specified in its charter)
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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)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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. ☐
Section 5 - Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 12, 2023, FreightCar America, Inc. (the “Company”) entered into a letter agreement with Nicholas J. Randall (the “Randall Letter”) pursuant to which Mr. Randall will become the Company’s Chief Operating Officer, effective June 26, 2023 (the “Effective Date”). Mr. Randall’s employment with the Company is not for a specified term.
Mr. Randall, age 50, currently leads a division of Precision Castparts Corporation, a manufacturer in the aerospace industry, where he has worked in various capacities since 2017. From 2007 to 2017, Mr. Randall served in various capacities at Alcoa and Arconic, a company formed from the split of Alcoa in 2016. Prior to that, Mr. Randall worked in various engineering roles at Jaguar & Land Rover Vehicles.
Pursuant to the Randall Letter, Mr. Randall will receive an annual base salary of $450,000, subject to annual review by the Company. Mr. Randall will be entitled to participate in the Company’s annual cash incentive program applicable to senior executives (the “Bonus Plan”) and eligible to earn a bonus (“Bonus”) for each fiscal year of the Company ending during his employment. His target Bonus is 75% of his base salary, with a maximum equal to 150% of his base salary.
Also pursuant to the Randall Letter, the Company will award Mr. Randall a sign-on award consisting of: (a) a cash bonus equal to $250,000; and (b) 300,000 inducement stock options which will be available for exercise over a ten-year period, with an exercise price no less than fair market value of Company common stock, par value $0.01 per share, which will vest on the later of (i) the first date the closing price of one share of common stock is equal to or greater than 125% of the exercise price; and (ii) 1/3 of the options per year for three consecutive years after the Effective Date.
Mr. Randall will also be eligible to participate in the Company’s equity-based long-term incentive plan (“LTIP”), pursuant to which the Company may grant awards in its sole discretion. Mr. Randall’s initial target LTIP award value will be equal to 125% 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 after grant, available for exercise over a ten-year period.
Mr. Randall will be eligible to participate in the Company’s Amended and Restated Executive Severance Plan effective January 17, 2022 (the “Severance Plan”), which, in the case of a Company-initiated termination without Cause (as defined in the Severance Plan) or Mr. Randall’s resignation for “good reason”, provides for (i) continuation of his base salary for twelve months following the termination date, (ii) payment equal to the average of the Bonus paid for the last two full years, and (iii) twelve months of COBRA premiums at the same cost and coverage levels as apply to active employees. The Severance Plan also provides for certain benefits upon a “qualifying retirement”, for which Mr. Randall must meet certain age, service and notice requirements as further set forth in the Severance Plan.
Mr. Randall 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 five weeks of paid annual vacation, which shall be pro-rated for 2023.Mr. Randall’s employment may be terminated at any time for any reason (or no reason), subject to the terms of the Randall Letter, by the Company or Mr. Randall.
A description of the material terms of the Randall Letter is set forth above, which is qualified in its entirety by reference to its full text, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 10.1 |
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Exhibit 99.1 |
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Press Release dated May 18, 2023, issued by FreightCar America, Inc. |
Exhibit 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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FREIGHTCAR AMERICA, INC. |
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Date: May 18, 2023 |
By: |
/s/ Michael A. Riordan |
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Michael A. Riordan |
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Vice President, Finance, Chief Financial Officer and Treasurer |
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Exhibit 10.1
May 12, 2023
Nick J. Randall
40 Timber Ridge Dr
Chagrin Falls, Ohio 44022
Re: Terms of Employment
Dear Nick:
This letter agreement (“Letter”) sets forth the terms of your employment with FreightCar America, Inc. (the “Company”). Commencing June 26, 2023 (the “Effective Date”), you will be employed as the Company’s Chief Operating Officer, reporting to the Company’s Chief Executive Officer. This Letter also sets forth terms of employment with the Company that will apply in the event you are appointed to the position of Chief Executive Officer, reporting to the Company’s Board of Directors. For the avoidance of doubt, however, nothing in this Letter is intended to provide any promise or other guarantee of appointment to the position of Chief Executive Officer, and any terms of this Letter that apply to the position of Chief Executive Officer will be void and have no effect if you are not appointed to such position.
You will have all the duties and responsibilities commensurate with the duties and responsibilities of Chief Operating Officers of similar businesses to the Company. During your employment, you will devote your full-time business attention to the Company and will use your best efforts to discharge your responsibilities. You may, however, engage in civic and charitable activities and, with the prior consent of the Company’s Board of Directors, serve on corporate boards, provided that these activities do not interfere with your duties to the Company.
To begin employment with the Company, you must successfully complete all required employment documentation, a post-offer drug screening, background check and reference checks. This Letter and your employment are for no specific term. Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without Cause, as defined in the FreightCar America, Inc. Executive Severance Plan as separately provided to you (the “Executive Severance Plan”), subject to the terms of this Letter below, by the Company or you upon notice to the other such party. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by the Company’s Board of Directors (or a designee of the Company’s Board of Directors).
Compensation and Benefits for Position of Chief Operating Officer
The awards described in this Paragraph 3 will be subject to the specific terms of the award documents for each grant.
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The Following Paragraphs 5, 6, 7 & 8 Shall Only Apply If You Are Appointed To The Position Of Chief Executive Officer By The Company’s Board Of Directors.
As of the New Effective Date, all other benefits not specifically described in Paragraphs 5, 6, 7, and 8 of this Letter shall remain unchanged. For the avoidance of doubt, no additional Sign-On award will be provided upon appointment, if appointed, to Chief Executive Officer.
Additional Benefits and Considerations
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In addition, the Executive Severance Plan provides that on a “qualifying retirement”, your outstanding equity awards will (i) remain exercisable until the earlier of their original expiration date or the 10-year anniversary of their grant date, or (ii) continue to vest as if you had remained in continuous service through each applicable vesting date or, for awards subject to performance-vesting, through the performance period, with any performance goal or metric vesting only based upon the achievement of the same. To qualify for this benefit, you must meet certain age and service requirements set forth in the Executive Severance Plan and provide timely notice of your intent to retire at least 6 months prior to your retirement date.
Your eligibility for benefits under the Executive Severance Plan and the amount of such benefits will be determined pursuant to the provisions of the Executive Severance Plan. The form of written acknowledgment and acceptance of the terms and conditions of the Executive Severance Plan shall be separately provided to you.
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You understand that the Company possesses or will possess Company Materials (as defined below) that are important to its business. For this purpose, “Company Materials” are documents or other media, in their electronic or tangible form, or items that contain or embody Confidential Information or any other information, regardless of form, concerning the business, operations or future/strategic plans of the Company, whether such documents have been prepared by you or by others.
You understand that the nature of your position gives you access to and knowledge of Confidential Information and Company Information and places you in a position of trust and confidence with the Company. In consideration of your employment by the Company, the compensation received by you from the Company, and the Company’s agreement to give you access to certain Confidential Information, you agree as follows:
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Notwithstanding anything else contained or referenced herein, nothing in this Letter shall limit or impede your right (with or without prior notice to the Company) to (i) raise in good faith or participate in an investigation regarding any potential violation of law or regulation with any governmental or regulatory agency, including the Securities and Exchange Commission, or (ii) make any disclosure protected by law under the whistleblower provisions of any state or federal statutes or regulations. However, any disclosure of Confidential Information made to any governmental or regulatory agency will be limited to Confidential Information that is reasonably related to the alleged violation and specifically requested by the investigating agency. You will make any such disclosure(s) only to such parties authorized to investigate the potential violation.
Notwithstanding anything else contained or referenced herein, you will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (A) is made: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.
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If to the Company, to:
FreightCar America, Inc.
125 South Wacker Avenue, Suite 1500
Chicago, Illinois 60606
Attention: Corporate Secretary
If to you, to your last address shown on the payroll records of the Company.
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Very truly yours,
FreightCar America, Inc.
By: /s/ James R. Meyer
President and Chief Executive Officer
Accepted and agreed: /s/ Nick J.
Nick J. Randall
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Exhibit 99.1
FreightCar America, Inc. Announces Appointment of Nicholas J. Randall as Chief Operating Officer
Company adds to its executive leadership team as it continues to grow and focus on delivering superior manufacturing excellence and customer satisfaction
Randall CHICAGO, May 18, 2023 -- FreightCar America, Inc. (Nasdaq: RAIL) (“FreightCar America” or the “Company”), a diversified manufacturer of railroad freight cars, announced today the appointment of Nicholas J. Randall as the Company’s Chief Operating Officer (COO), effective June 26, 2023. Randall will report to James R. Meyer, President and Chief Executive Officer.
“I am thrilled to welcome Nick to the FreightCar America team as our Chief Operating Officer. He is an accomplished business leader with deep and global experience in the heavy durable industrial and consumer industries. He brings a proven track record of growing companies by driving success through operational excellence and customer satisfaction,” said Jim Meyer. “He is a results driven executive and the perfect addition to the team as we continue to grow and prepare for the next steps of our Company’s future.”
Mr. Randall added, “I am extremely pleased to join the FreightCar America team at this very exciting time. The Company has accomplished an extraordinary transformation and is now positioning itself for growth. I look forward to the opportunity to further differentiate FreightCar America’s position as the preferred, best-in-class railcar manufacturer and in helping the Company grow.”
Randall has over 20 years of global experience working in, and leading, engineering and manufacturing operations at world class companies. He currently leads a division of aerospace company Precision Castparts Corporation (PCC), part of Berkshire Hathaway Inc., and previously held senior positions at Alcoa and Jaguar & Land Rover Vehicles.
Randall holds a Bachelor of Engineering, Manufacturing Systems Engineering from Liverpool John Moores University, U.K.
About FreightCar America
FreightCar America is a diversified manufacturer of railroad freight cars and aftermarket parts. The Company designs and builds a broad portfolio of high-quality railcars including open top hoppers, covered hoppers, articulated intermodal flat and well cars, specialty and non-intermodal flat cars, mill, aggregate, and woodchip gondolas, coil steel cars, box cars and coal cars. The Company also specializes in the conversion of railcars for repurposed use, along with complete railcar rebody and repair services. FreightCar America is headquartered in Chicago, Illinois, with facilities in the following locations: Castaños, Mexico; Johnstown, Pennsylvania; and Shanghai, People’s Republic of China. For more information on the Company, visit www.freightcaramerica.com.
Forward-Looking Statements
This press release may contain statements relating to our expected financial performance and/or future business prospects, events and plans that are “forward-looking statements” as defined under the Private Securities Litigation Reform Act of 1995. Forward-looking statements represent our estimates and assumptions only as of the date of this press release. Our actual results may differ materially from the results described in or anticipated by our forward-looking statements due to certain risks and uncertainties. These potential risks and uncertainties include, among other things: the cyclical nature of our business; adverse economic and market conditions; fluctuating costs of raw materials, including steel and aluminum, and delays in the delivery of raw materials; our ability to maintain relationships with our suppliers of railcar components; our reliance upon a small number of customers that represent a large percentage of our sales; the variable purchase patterns of our customers and the timing of completion, delivery and customer acceptance of orders; the highly competitive nature of our industry; the risk of lack of acceptance of our new railcar offerings by our customers; risks relating to the potential financial and operational impacts of the COVID-19 pandemic; and other competitive factors. We expressly disclaim any duty to provide updates to any forward-looking statements made in this press release, whether as a result of new information, future events or otherwise.
INVESTOR/MEDIA CONTACT Lisa Fortuna or Stephen Poe
E-MAIL RAIL@alpha-ir.com
TELEPHONE 312-445-2870