FreightCar America, Inc. (RAIL) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of FreightCar America, Inc. Please note that today's meeting is being recorded. During the meeting, we will take questions directly related to the proposals being considered at today's meeting after each proposal is explained. [Operator Instructions] It is now my pleasure to turn today's meeting over to Mr. William Gehl, the Chairman of the Board of Directors of FreightCar America, Inc. Mr. Gehl, the floor is yours.

Good morning, and welcome to the 2022 Annual Meeting of Stockholders of FreightCar America. I'm Bill Gehl, Chairman of the company's Board of Directors and I'll act as Chairman of this meeting. I, along with my fellow directors and executive officers of the company, appreciate your attendance, your interest and most importantly, your support of FreightCar America, Inc. In light of the continuing public health concerns related to COVID-19, we decided to hold the meeting in virtual format as we also aim to increase access and participation. Stockholders may submit questions at any time during this meeting in the space provided on the virtual meeting screen. Before proceeding, we would like to take the time to thank our employees for their dedication to safety and operational excellence, while continuing to execute and perform for our customers in this challenging environment. In order to ensure the orderly conduct of the business of this meeting, we have adopted the order of business set forth in the agenda and established rules of order for this meeting. A copy of the agenda and the rules of order can be found on the website you logged into to access this meeting. We ask that in fairness to all stockholders attending this meeting, you honor the agenda and rules of order as directed by me as the Chairman of the meeting. During this meeting, questions from stockholders should pertain to the proposals being considered at that particular time. If you have a question related to 1 of the proposals, please submit your question on the portal and as outlined in the rules of order. These questions will be viewed by management and addressed in accordance with the rules of order. After voting on the proposals being considered at this meeting has concluded, this meeting will be adjourned. We will now proceed. I'm pleased to introduce the other members of our Board of Directors who are with us today: Elizabeth K. Arnold, R. Meyer, Malcolm F. Moore, Jesus Gil, Andrew Schmitt. Michael Riordan, the Chief Financial Officer of the company, will act as Secretary of this meeting. In addition, the Board has appointed Computershare to serve as the inspector of the election for this meeting. I confirm that a representative of Computershare has submitted his or her oath of office with the acting Secretary of the meeting for inclusion in the minutes of this meeting. Michael, would you please give us the acting Secretary's report?

Mr. Chairman, the annual report and notice of this meeting, the proxy statement and the proxy card were mailed on April 1, 2022, to stockholders of record as of March 16, 2022, the record date for this meeting. Affidavits to that effect will be a part of the record of this meeting. A list of our holders of record of common stock of the company at the close of business on March 16, 2022, is available on the website you logged onto to access this meeting. This list has been open for examination at the company for any purpose relevant to this meeting during ordinary business hours for the past 10 days. This list is also available for inspection during this meeting by any stockholder on the website used to access this meeting. I will file a copy of the list of stockholders with the records of the company. Proxies representing 11,025,387 shares of common stock were received prior to the meeting. These shares amount to 66.88% of the shares entitled to vote and constitute a quorum.

Thank you, Michael. Four items of business are under consideration today: the election of 3 Class II directors, an advisory vote on executive compensation; the ratification of the appointment of Grant Thornton as our independent registered public accounting firm for 2022; and the approval of the FreightCar America 2022 long-term incentive plan. It is now 10:04 on May 12, 2022, and the polls are open for voting. All FreightCar America's stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted, please do so via the website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again unless you wish to change your vote. After voting has been completed on all matters on the agenda, we will close the polls, and the acting Secretary will provide his preliminary report. The first item of business is the election of 3 Class II directors. Nominations are now in order for the 3 Class II directors. Information concerning the nominees' principal occupations, service as a FreightCar Board member, skills and qualifications and other matters which may be of interest are contained in the proxy statement. Therefore, no additional nominations may be made at this meeting, and I declare the nominations to be closed. Additionally, Andrew B. Schmitt, a Class II director whose term is expiring today has decided not to stand for reelection. We would like to thank Mr. Schmitt for his many years of service to the company, and we wish him well in the future.

Mr. Chairman, I propose a motion for the nomination of William D. Gehl and Jesus S. Gil, whose current terms are expiring today; and Rodger L. Boehm as Class II directors for a term expiring at the 2025 Annual Meeting.

May I have a second for the motion?

Mr. Chairman, I second the motion.

Thank you, Mr. Moore. Are there any questions from shareholders on this proposal?

There are no questions, Mr. Chairman.

The second item of business is an advisory vote on the compensation of our named executive officers. This proposal is advisory. Although nonbinding, the vote will provide information to our Compensation Committee and our Board regarding investor sentiment about our executive compensation philosophy, policies and practices, which our Compensation Committee and Board will be able to consider from making future executive compensation decisions. I propose a motion for the approval on an advisory basis of the compensation of our named executive officers by the adoption of the following resolution: Resolved, the compensation paid to the company's named executive officers as disclosed pursuant to Item 402 of Reg S-K, including the compensation tables and narrative discussions set out in the company's proxy statement for its 2022 Annual Meeting of Stockholders is hereby approved. May I have the second for this motion?

Mr. Chairman, I second the motion.

Thank you, Mr. Moore. Are there any questions from shareholders on this proposal?

There are no questions, Mr. Chairman.

The third item of business to be considered is the ratification of the appointment by our Audit Committee of Grant Thornton as our independent registered public accounting firm for 2022. I propose a motion for this ratification. May I have a second on this motion.

Mr. Chairman, I second the motion.

Thank you, [ Ms. Anna ] . Are there any questions from shareholders on this proposal?

There are no questions, Mr. Chairman.

The fourth and final item of business to be considered is the approval of the FreightCar America 2022 long-term incentive plan, I propose a motion for this approval. May I have a second on this motion?

Mr. Chairman, I second the motion.

Thank you, Mr. Moore. Are there any questions from shareholders on this proposal?

There are no questions, Mr. Chairman.

This concludes the discussion of the proposals to be voted on today. The polls are about to close. So if you have not yet voted, please do so. Thank you. Since everyone has had the opportunity to vote, it is 10:09 on May 12, 2022, and the polls are now closed. Let's take a minute to confirm the results of the voting. Michael, do you have the results?

The 3 Class II director nominees have received a plurality of the votes cast. The approval on an advisory basis of the compensation of our named executive officers; the ratification of our independent registered public accounting firm; and the approval of the FreightCar America, Inc. 2022 long-term incentive plan have each received a majority of the votes cast. Therefore, William D. Gehl, Jesus S. Gil and Rodger Boehm have been elected as Class II directors. The compensation of our named executive officers has been approved on an advisory basis. The appointment of Grant Thornton LLP as the company's independent registered public accounting firm has been ratified, and the FreightCar America, Inc. 2022 long-term incentive plan has been approved. Final results will be made available in our Form 8-K to be filed within 4 days of this meeting.

Thank you, Michael, and thanks to all of the stockholders for being here with us virtually and voting today as well as those who submitted their proxies before the meeting. Additionally, I would like to express our sincere gratitude to all members of the FreightCar family for their continued service and commitment to FreightCar as we navigate these unpredictable times. This concludes our 2022 Annual Meeting of Stockholders. The meeting is adjourned. Thank you all for your attendance this morning.

This concludes the meeting. You may now disconnect, and have a pleasant day.