UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
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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 March 20, 2025, William D. Gehl (“Mr. Gehl”), who has been a member of the Board of Directors (the “Board”) of FreightCar America, Inc. (the “Company”) since May 2007 and Lead Independent Director since May 2024, notified the Board of his decision not to stand for re-election as a Class II director at the Company’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”), and to retire from the Board. Mr. Gehl is expected to remain on the Board until the 2025 Annual Meeting, when his term expires. The decision by Mr. Gehl not to stand for re-election and to retire from the Board is not due to any disagreements with the Company on any matter related to the Company’s operations, policies or practices.
In connection with the foregoing, effective on the date of the 2025 Annual Meeting, the Board approved a board size decrease from nine (9) to eight (8) directors, selected Travis D. Kelly to replace Mr. Gehl on the Audit Committee, and selected Malcolm F. Moore to replace Mr. Gehl as Lead Independent Director.
The Company is grateful for the valuable insights and contributions of Mr. Gehl during the time he served on our Board.
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: March 25, 2025 |
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/s/ Celia R. Perez |
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Celia R. Perez |
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VP, General Counsel and Corporate Secretary |
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