FreightCar America, Inc DEFA14A, filed Apr 4, 2024
FreightCar America, Inc. (RAIL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to §240.14a-12 |
FREIGHTCAR AMERICA, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| x | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
FREIGHTCAR AMERICA, INC. C 1234567890 ENDORSEMENT_LINE______________ SACKPACK_____________ 000001 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Online Go to www.investorvote.com/RAIL or scan the QR code - login details are located in the shaded bar below. Stockholder Meeting Notice 1234 5678 9012 345 Important Notice Regarding the Availability of Proxy Materials for the FreightCar America, Inc. Meeting of Stockholders to be Held on May 14, 2024 Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual meeting of stockholders are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important! This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The Definitive Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are available at: www.investorvote.com/RAIL Easy Online Access - View your proxy materials and vote. Step 1: Go to www.investorvote.com/RAIL. Step 2: Click on the icon on the right to view meeting materials. Step 3: Return to the investorvote.com window and follow the instructions on the screen to log in. Step 4: Make your selections as instructed on each screen for your delivery preferences. Step 5: Vote your shares. When you go online, you can also help the environment by consenting to receive electronic delivery of future materials. Obtaining a Copy of the Proxy Materials - If you want to receive a copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. Please make your request as instructed on the reverse side on or before May 3, 2024 to facilitate timely delivery. 2 N O T C O Y
Stockholder Meeting Notice FreightCar America, Inc.'s Annual Meeting of Stockholders will be held on May 14, 2024 virtually via the Internet at meetnow.global/MRLY49Q, at 10:00 a.m. Central Time. Proposals to be voted on at the meeting are listed below along with the Board of Directors' recommendations. The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2, 3 and 4: 1. To elect three directors as Class I directors, each for a term of three years, and one director as a Class III director for the two years remaining in the current Class III director term. 01 - Malcolm F. Moore (Class I) 02 - Jose De Nigris Felan (Class I) 03 - Travis D. Kelly (Class I) 04 - Nicholas J. Randall (Class III) 2. To hold an advisory vote to approve the compensation of our Named Executive Officers. 3. To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for fiscal year 2024. 4. To approve an increase in the shares authorized under the FreightCar America, Inc. 2022 Long Term Incentive Plan for general use. PLEASE NOTE - YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you. Here's how to order a copy of the proxy materials and select delivery preferences: Current and future delivery requests can be submitted using the options below. If you request an email copy, you will receive an email with a link to the current meeting materials. PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a copy of the proxy materials. - Internet - Go to www.investorvote.com/RAIL. - Phone - Call us free of charge at 1-866-641-4276. - Email - Send an email to investorvote@computershare.com with "Proxy Materials FreightCar America, Inc. " in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse side, and state that you want a paper copy of the meeting materials. To facilitate timely delivery, requests for a paper copy of proxy materials must be received by May 3, 2024.